How is Curaleaf Holdings (CURLF) share structure organized?

Curaleaf’s authorized share structure consists of an unlimited number of Subordinate Voting Shares , Multiple Voting Shares and Exchangeable Shares , all without par value. The Articles describe issuance, transfer, meeting, dividend and alteration rules under the Business Corporations Act (British Columbia).

Curaleaf Holdings (CURLF) details dual-class shares, 10% notes in new filing

Q: What voting power do Multiple Voting Shares of Curaleaf (CURLF) have?

Each Multiple Voting Share carries 15 votes at shareholder meetings, while each Subordinate Voting Share carries one vote. Any change that prejudices Multiple Voting Share rights requires approval by a separate special resolution of their holders, giving this class strong voting protection.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Curaleaf Holdings, Inc., a British Columbia corporation and foreign private issuer, furnished corporate governing documents under U.S. securities reporting rules. These include a Notice of Articles, consolidated Articles effective June 23, 2026, a Coattail Agreement, an Insider Trading Policy, and several debt-related indenture and loan amendments.

The Articles confirm an unlimited authorized share structure of Subordinate Voting Shares, Multiple Voting Shares and Exchangeable Shares, all without par value. Subordinate Voting Shares carry one vote per share, participate rateably with Multiple Voting Shares in dividends and liquidation on an as-converted basis, and do not carry pre-emptive rights. Multiple Voting Shares carry 15 votes per share and any change to their rights requires a separate special resolution of their holders.

Shareholder protections include coattail provisions allowing Subordinate Voting Shares to temporarily convert into Multiple Voting Shares to participate in qualifying takeover offers, then re-convert if the offer does not complete, and a standing right to convert Subordinate Voting Shares into Exchangeable Shares on a one-for-one basis. Exhibits also include a Third Supplemental Indenture dated January 17, 2025 governing 10.00% Senior Secured Notes due December 17, 2027 and a February 18, 2026 first amendment, consent and waiver to an amended and restated loan agreement with Needham Bank.

Key Figures

Senior Secured Notes Coupon: 10.00% Senior Secured Notes Maturity: December 17, 2027 Articles Effective Date: June 23, 2026 +2 more

5 metrics

Senior Secured Notes Coupon 10.00% Interest rate on Senior Secured Notes due December 17, 2027 in the Third Supplemental Indenture dated January 17, 2025

Senior Secured Notes Maturity December 17, 2027 Maturity date of the 10.00% Senior Secured Notes referenced in exhibit 99.6

Articles Effective Date June 23, 2026 Effective date of the consolidated Articles of Curaleaf Holdings, Inc.

Notice of Articles Issuance June 30, 2026 Date the British Columbia Registrar issued the Notice of Articles

Multiple Voting Share Votes 15 votes per share Voting power attached to each Multiple Voting Share under Article 27.2(1)(a)

Key Terms

Subordinate Voting Shares, Multiple Voting Shares, Exchangeable Shares, Coattail Agreement, +2 more

6 terms

Subordinate Voting Shares financial

"An unlimited number of Subordinate Voting Shares Without Par Value With Special Rights or Restrictions"

Subordinate voting shares are a type of company stock that typically carry fewer voting rights than regular shares, meaning holders have less influence over company decisions. They are often used to raise capital while allowing founders or main shareholders to retain control. For investors, understanding the difference helps assess their level of influence in company decisions and the potential risks or benefits of holding different types of shares.

Multiple Voting Shares financial

"An unlimited number of Multiple Voting shares, without nominal or par value, having attached thereto the special rights"

Shares that carry more votes per share than regular shares, giving their holders greater control over corporate decisions such as board elections and major strategic moves. For investors this matters because a small group holding multiple voting shares can steer the company’s direction irrespective of economic ownership, similar to a few people holding the keys to a car even if many others own parts of it, which affects governance risk and influence on value.

Exchangeable Shares financial

"No Maximum Exchangeable Shares Without Par Value With Special Rights or Restrictions attached"

Exchangeable shares are stock-like securities that the holder can swap for shares of a different company or a different class of shares, usually according to a preset ratio and time conditions. Think of them like a coupon that can be redeemed for another product: their value and future supply depend on the underlying shares they convert into, so investors care because conversion can change ownership stakes, affect share supply and price, and shift potential returns or voting power.

Coattail Agreement regulatory

"Coattail Agreement dated as of October 25, 2018 among Curaleaf Holdings, Inc. and the holders of Multiple Voting Shares"

Business Corporations Act (British Columbia) regulatory

"Business Corporations Act means the Business Corporations Act (British Columbia) from time to time in force"

A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.

Senior Secured Notes financial

"Third Supplemental Indenture dated January 17, 2025 governing the 10.00% Senior Secured Notes due December 17, 2027"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/03/2026 - 03:41 PM Accepted by SEC EDGAR 08/03/2026 - 03:40 PM

FAQ

What did Curaleaf Holdings (CURLF) furnish in this Form 6-K?

Curaleaf Holdings furnished a Notice of Articles, consolidated Articles, a Coattail Agreement, an Insider Trading Policy and several debt-related indenture and loan amendments. These documents define its dual-class share structure, conversion mechanics and terms of its 10.00% Senior Secured Notes due December 17, 2027.

What voting power do Multiple Voting Shares of Curaleaf (CURLF) have?

Each Multiple Voting Share carries 15 votes at shareholder meetings, while each Subordinate Voting Share carries one vote. Any change that prejudices Multiple Voting Share rights requires approval by a separate special resolution of their holders, giving this class strong voting protection.

What protections do Curaleaf (CURLF) Subordinate Voting Shareholders have in a takeover?

Coattail provisions let Subordinate Voting shareholders temporarily convert into Multiple Voting Shares to tender into certain offers for Multiple Voting Shares. If the offer is not completed or shares are withdrawn, the resulting Multiple Voting Shares are re-converted back into Subordinate Voting Shares.

Can Curaleaf (CURLF) Subordinate Voting Shares be converted into other classes?

Yes. Each Subordinate Voting Share may, at the holder’s option, be converted into one Exchangeable Share at any time. In specified takeover situations, Subordinate Voting Shares may also temporarily convert into Multiple Voting Shares to participate in the qualifying offer.

What key debt terms are referenced in Curaleaf’s (CURLF) exhibits?

A Third Supplemental Indenture dated January 17, 2025 governs 10.00% Senior Secured Notes due December 17, 2027. Another exhibit is a First Amendment, Consent and Waiver to an Amended and Restated Loan Agreement with Needham Bank dated February 18, 2026.

Where is Curaleaf Holdings (CURLF) incorporated and what law governs its Articles?

Curaleaf is incorporated in British Columbia under incorporation number BC1018969. Its Notice of Articles and consolidated Articles are governed by the Business Corporations Act (British Columbia), with the latest Notice of Articles issued June 30, 2026 by the Registrar of Companies.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2026

Commission File Number: 333-249081

Curaleaf Holdings, Inc.
(Name of Registrant)

666 Burrard Street, Suite 1700,

Vancouver, British Columbia V6C 2X8, Canada
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		CURALEAF HOLDINGS, INC.
		(Registrant)

Date:	August 3, 2026	By:	/s/ Peter Clateman
		Name:	Peter Clateman
		Title:	Chief Legal Officer

EXHIBIT INDEX


Exhibit Number						Description
99.1						Notice of Articles of Curaleaf Holdings, Inc. under the Business Corporations Act (British Columbia)
99.2						Articles of Curaleaf Holdings, Inc. under the Business Corporations Act (British Columbia)
99.3						Coattail Agreement dated as of October 25, 2018 among Curaleaf Holdings, Inc. and the holders of Multiple Voting Shares
99.4						Insider Trading Policy
99.5						First Amendment dated as of February 8, 2022, to the Trust Indenture dated December 15, 2021, between Curaleaf Holdings, Inc., and the trustee named therein
99.6						Third Supplemental Indenture dated January 17, 2025 governing the 10.00% Senior Secured Notes due December 17, 2027 between Curaleaf Holdings, Inc., and the trustee named therein
99.7						First Amendment, Consent and Waiver to Amended and Restated Loan Agreement with Needham Bank dated February 18, 2026

Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies KATHLEEN ASSAF This Notice of Articles was issued by the Registrar on: June 30, 2026 03:21 PM Pacific Time Incorporation Number: BC1018969 Recognition Date and Time: Incorporated on November 13, 2014 02:27 PM Pacific Time NOTICE OF ARTICLES Name of Company: CURALEAF HOLDINGS, INC. REGISTERED OFFICE INFORMATION Mailing Address: 666 BURRARD STREET, SUITE 2700 VANCOUVER BC V6C 2X8 CANADA Delivery Address: 666 BURRARD STREET, SUITE 2700 VANCOUVER BC V6C 2X8 CANADA RECORDS OFFICE INFORMATION Mailing Address: 666 BURRARD STREET, SUITE 2700 VANCOUVER BC V6C 2X8 CANADA Delivery Address: 666 BURRARD STREET, SUITE 2700 VANCOUVER BC V6C 2X8 CANADA Page: 1 of 3

DIRECTOR INFORMATION Last Name, First Name, Middle Name: Jordan, Boris Mailing Address: 1175 SPANISH RIVER ROAD BOCA RATON FL 33432 UNITED STATES Delivery Address: 1175 SPANISH RIVER ROAD BOCA RATON FL 33432 UNITED STATES Last Name, First Name, Middle Name: Charles, Faith Mailing Address: 290 HARBOR DRIVE STAMFORD CT 06902 UNITED STATES Delivery Address: 290 HARBOR DRIVE STAMFORD CT 06902 UNITED STATES Last Name, First Name, Middle Name: Johansson, Karl Mailing Address: 789 OLD NORTH SHORE ROAD TWO HARBORS MN 55616 UNITED STATES Delivery Address: 789 OLD NORTH SHORE ROAD TWO HARBORS MN 55616 UNITED STATES Last Name, First Name, Middle Name: Bodner, Michelle Mailing Address: 30 WEST 63RD STREET APT 23J NEW YORK NY 10023 UNITED STATES Delivery Address: 30 WEST 63RD STREET APT 23J NEW YORK NY 10023 UNITED STATES Last Name, First Name, Middle Name: Lusardi, Joseph Mailing Address: 1926 BELLONA STREET DANIEL ISLAND SC 29492 UNITED STATES Delivery Address: 1926 BELLONA STREET DANIEL ISLAND SC 29492 UNITED STATES Last Name, First Name, Middle Name: Shah, Shasheen Mailing Address: 1071 GOVERNOR DEMPSEY DRIVE SANTA FE NM 87501 UNITED STATES Delivery Address: 1071 GOVERNOR DEMPSEY DRIVE SANTA FE NM 87501 UNITED STATES Page: 2 of 3

Last Name, First Name, Middle Name: Greif, Torsten Mailing Address: 290 HARBOR DRIVE STAMFORD CT 06902 UNITED STATES Delivery Address: 290 HARBOR DRIVE STAMFORD CT 06902 UNITED STATES RESOLUTION DATES: Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares: October 12, 2018 September 9, 2021 October 4, 2023 June 22, 2026 AUTHORIZED SHARE STRUCTURE 1. No Maximum Subordinate Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 2. No Maximum Multiple Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3. No Maximum Exchangeable Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Page: 3 of 3

Consolidated version Effective June 23, 2026 100745495 Articles of CURALEAF HOLDINGS, INC. Incorporation number: BC1018969 TABLE OF CONTENTS Page No. 1. Interpretation ......................................................................................................................................... 2 2. Shares and Share Certificates .............................................................................................................. 2 3. Issue of Shares ..................................................................................................................................... 4 4. Share Registers .................................................................................................................................... 4 5. Share Transfers..................................................................................................................................... 5 6. Transmission of Shares ........................................................................................................................ 6 7. Purchase of Shares ............................................................................................................................... 6 8. Borrowing Powers ................................................................................................................................. 7 9. Alterations ............................................................................................................................................. 7 10. Meetings of Shareholders ................................................................................................................. 8 11. Proceedings at Meetings of Shareholders ...................................................................................... 10 12. Votes of Shareholders ..................................................................................................................... 13 13. Directors .......................................................................................................................................... 16 14. Election and Removal of Directors .................................................................................................. 18 15. Alternate Directors .......................................................................................................................... 20 16. Powers and Duties of Directors....................................................................................................... 21 17. Disclosure of Interest of Directors ................................................................................................... 21 18. Proceedings of Directors ................................................................................................................. 23 19. Executive and Other Committees ................................................................................................... 25 20. Officers ............................................................................................................................................ 26 21. Indemnification ................................................................................................................................ 27 22. Dividends ......................................................................................................................................... 28 23. Documents, Records and Reports .................................................................................................. 29 24. Notices ............................................................................................................................................ 30 25. Seal ................................................................................................................................................. 31 26. Prohibitions ...................................................................................................................................... 32 27. Special Rights and Restrictions ...................................................................................................... 32

2 100745495 1. INTERPRETATION 1.1 Definitions In these Articles, the following words and phrases have the meanings set out beside them: (1) “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being; (2) “Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; (3) “Company” means the company whose name is set out at the top of page 1, being the company which has adopted these Articles; (4) “Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; (5) “legal personal representative” means the personal or other legal representative of the shareholder; (6) “registered address” of a shareholder means the shareholder's address as recorded in the central securities register; (7) “seal” means the seal of the Company, if any. 1.2 Business Corporations Act and Interpretation Act Definitions Applicable The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail. 2. SHARES AND SHARE CERTIFICATES 2.1 Authorized Share Structure The authorized share structure of the Company consists of shares of the kinds, classes and, if any, series described in the Notice of Articles of the Company. 2.2 Form of Share Certificate Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act. 2.3 Shareholder Entitled to Certificate or Acknowledgment Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, but in respect of a share

3 100745495 held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all. 2.4 Delivery by Mail Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen. 2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit: (1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and (2) issue a replacement share certificate or acknowledgment, as the case may be. 2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive: (1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and (2) any indemnity the directors consider adequate. 2.7 Splitting Share Certificates If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request. 2.8 Certificate Fee There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors. 2.9 Recognition of Trusts Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of

4 100745495 competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder. 3. ISSUE OF SHARES 3.1 Directors Authorized Subject to the rights of the holders of issued shares of the Company, the Company may allot, sell, issue and otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share. 3.2 Commissions and Discounts The Company may pay at any time a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company. 3.3 Brokerage The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities. 3.4 Conditions of Issue Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when: (1) consideration is provided to the Company for the issue of the share by one or more of the following: (a) past services performed for the Company; (b) property; (c) money; and (2) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1. 3.5 Share Purchase Warrants and Rights The Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time. 4. SHARE REGISTERS 4.1 Central Securities Register The Company must maintain in British Columbia a central securities register as required by the Business Corporations Act. The directors may appoint:

5 100745495 (1) an agent to maintain the central securities register; and (2) one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place. 4.2 Closing Register The Company must not at any time close its central securities register. 5. SHARE TRANSFERS 5.1 Registering Transfers A transfer of a share of the Company must not be registered unless: (1) a duly signed instrument of transfer in respect of the share has been received by the Company; (2) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and (3) if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company. 5.2 Form of Instrument of Transfer The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time. 5.3 Transferor Remains Shareholder Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer. 5.4 Signing of Instrument of Transfer If a shareholder, or their duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer: (1) in the name of the person named as transferee in that instrument of transfer; or (2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

6 100745495 5.5 Enquiry as to Title Not Required Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares. 5.6 Transfer Fee There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors. 6. TRANSMISSION OF SHARES 6.1 Legal Personal Representative Recognized on Death In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate. 6.2 Rights of Legal Personal Representative The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company. 7. PURCHASE OF SHARES 7.1 Company Authorized to Purchase Shares Subject to Article 7.2 and the special rights and restrictions attached to the shares of any class or series, the Company, if authorized by the directors, may purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution. 7.2 Purchase When Insolvent The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that: (1) the Company is insolvent; or (2) making the payment or providing the consideration would render the Company insolvent. 7.3 Sale and Voting of Purchased Shares If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

7 100745495 (1) is not entitled to vote the share at a meeting of its shareholders; (2) must not pay a dividend in respect of the share; and (3) must not make any other distribution in respect of the share. 8. BORROWING POWERS The Company, if authorized by the directors, may: (1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; (2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; (3) guarantee the repayment of money by any other person or the performance of any of any other person; and (4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company. 9. ALTERATIONS 9.1 Alteration of Authorized Share Structure Subject to Article 9.2, the Company may by: (1) a resolution of its board of directors (a) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; (b) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; (c) alter the identifying name of any of its shares; and (d) subdivide or consolidate all or any of its unissued, or fully paid issued, shares. (2) an ordinary resolution: (a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; and (b) if the Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value of those shares; and (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares.

8 100745495 (3) a special resolution, otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act. 9.2 Special Rights and Restrictions The Company may by ordinary resolution: (1) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, unless any of those shares have been issued in which case the Company may do so only by special resolution; or (2) or delete any special rights or restrictions attached to the shares of any class or series of unless any of those shares have been issued in which case the Company may do so only by special resolution. 9.3 Change of Name The Company may by a resolution of its board of directors authorize an alteration of its Notice of Articles to change its name or adopt or change any translation of that name. 9.4 Other Alterations If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles. 10. MEETINGS OF SHAREHOLDERS 10.1 Annual General Meetings The Company must, unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, hold its first annual general meeting following incorporation, amalgamation or continuation within 18 months after the date on which it was incorporated or otherwise created and recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors. 10.2 Resolution Instead of Annual General Meeting If all the shareholders entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business required to be transacted at that annual general meeting, the meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting. 10.3 Calling and Location of Meetings of Shareholders The directors may, whenever they think fit, call a meeting of shareholders to be held in British Columbia, Calgary, Alberta or Toronto, Ontario or at such other location as may be approved by the Registar of Companies at such time and place as may be determined by the directors. 10.4 Notice for Meetings of Shareholders The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary

9 100745495 resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting: (1) if and for so long as the Company is a public company, 21 days; (2) otherwise, 10 days. 10.5 Record Date for Notice The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than: (1) if and for so long as the Company is a public company, 21 days; (2) otherwise, 10 days. If no record date is set, it is 5:00 p.m. on the business day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting. 10.6 Record Date for Voting The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting. 10.7 Failure to Give Notice and Waiver of Notice The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting. 10.8 Notice of Special Business at Meetings of Shareholders If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must: (1) state the general nature of the special business; and (2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders: (a) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and (b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10 100745495 11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 11.1 Special Business At a meeting of shareholders, the following business is special business: (1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting; (2) at an annual general meeting, all business is special business except for the following: (a) business relating to the conduct of or voting at the meeting; (b) consideration of any financial statements of the Company presented to the meeting; (c) consideration of any reports of the directors or auditor; (d) the setting or changing of the number of directors; (e) the election or appointment of directors; (f) the appointment of an auditor; (g) the setting of the remuneration of an auditor; (h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and (i) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders. 11.2 Special Majority The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution. 11.3 Quorum Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders who are present in person or represented by proxy. 11.4 One Shareholder May Constitute Quorum If there is only one shareholder entitled to vote at a meeting of shareholders: (1) the quorum is one person who is, or who represents by proxy, that shareholder, and (2) that shareholder, present in person or by proxy, may constitute the meeting. 11.5 Other Persons May Attend The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to

11 100745495 attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting. 11.6 Requirement of Quorum No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting. 11.7 Lack of Quorum If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present: (1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and (2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place. 11.8 Lack of Quorum at Succeeding Meeting If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum. 11.9 Chair The following individuals are entitled to preside as chair at a meeting of shareholders: (1) the chair of the board, if any; or (2) if the chair of the board is absent or unwilling to act as chair of the meeting, the first of the following individuals to agree to act as chair: the president, if any. 11.10 Selection of Alternate Chair If, at any meeting of shareholders, the chair of the board or president are not present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, one of the chief executive officer, the chief financial officer, a vice-president, the secretary or the Company's legal counsel may act as chair of the meeting and, failing them, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting. 11.11 Adjournments The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than tl1e business left unfinished at the meeting from which the adjournment took place.

12 100745495 11.12 Notice of Adjourned Meeting It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting. 11.13 Decisions by Show of Hands or Poll Every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy. 11.14 Declaration of Result The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in tl1e minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution. 11.15 Motion Need Not be Seconded No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion. 11.16 Casting Vote In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder. 11.17 Manner of Taking Poll Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders: (1) the poll must be taken: (a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and (b) in the manner, at the time and at the place that the chair of the meeting directs; (2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and (3) the demand for the poll may be withdrawn by the person who demanded it. 11.18 Demand for Poll on Adjournment A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

13 100745495 11.19 Chair Must Resolve Dispute In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and their determination made in good faith is final and conclusive. 11.20 Casting of Votes On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way. 11.21 Demand for Poll No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected. 11.22 Demand for Poll Not to Prevent Continuance of Meeting The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded. 11.23 Retention of Ballots and Proxies The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting at its records office, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies. 12. VOTES OF SHAREHOLDERS 12.1 Number of Votes by Shareholder or by Shares Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3: (1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and (2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy. 12.2 Votes of Persons in Representative Capacity A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting. 12.3 Votes by Joint Holders If there are joint shareholders registered in respect of any share: (1) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

14 100745495 (2) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted. 12.4 Legal Personal Representatives as Joint Shareholders Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders. 12.5 Representative of a Corporate Shareholder If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as Its representative at any meeting of shareholders of the Company, and: (1) for that purpose, the instrument appointing a representative must: (a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or (b) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; (2) if a representative is appointed under this Article 12.5: (a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and (b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting. Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages. 12.6 Proxy Provisions Do Not Apply to All Companies Articles 12.9 and 12.12 do not apply to the Company if and for so long as it is a public company or a pre- existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply. 12.7 Appointment of Proxy Holders Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy. 12.8 Alternate Proxy Holders A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

15 100745495 12.9 When Proxy Holder Need Not Be Shareholder Subject to Article 12.6 a person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting. 12.10 Deposit of Proxy A proxy for a meeting of shareholders must: (1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or (2) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting. A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages. 12.11 Validity of Proxy Vote A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received: (1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or (2) by the chair of the meeting, before the vote is taken. 12.12 Form of Proxy (1) Subject to Article 12.6, a proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting: [name of company] (the “Company”) The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

16 100745495 Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): Signed [month, day, year] [Signature of shareholder] [Name of shareholder-printed] 12.13 Revocation of Proxy Every proxy may be revoked by an instrument in writing that is: (1) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or (2) provided, at the meeting, to the chair of the meeting. 12.14 Revocation of Proxy Must Be Signed An instrument referred to in Article 12.13 must be signed as follows: (1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or their legal personal representative or trustee in bankruptcy; (2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5. 12.15 Production of Evidence of Authority to Vote The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote. 13. DIRECTORS 13.1 First Directors; Number of Directors The directors, or the first directors after the Company being incorporated, amalgamated or continued, are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at: (1) subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors; (2) if the Company is a public company, the greater of three and the most recently set of: (a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given);and (b) the number of directors set under Article 14.4;

17 100745495 (3) if the Company is not a public company, the most recently set of: (a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and (b) the number of directors set under Article 14.4. 13.2 Change in Number of Directors If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a): (1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; (2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies. 13.3 Directors' Acts Valid Despite Vacancy An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office. 13.4 Qualifications of Directors A director is not required to hold a share in the capital of the Company as qualification for their office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director. 13.5 Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If they so decide, the remuneration, if any, of the directors will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director. 13.6 Reimbursement of Expenses of Directors The Company must reimburse each director for the reasonable expenses they may incur in and about the business of the Company. 13.7 Special Remuneration for Directors If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, they may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that they may be entitled to receive. 13.8 Gratuity, Pension or Allowance on Retirement of Director Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to their spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

18 100745495 14. ELECTION AND REMOVAL OF DIRECTORS 14.1 Election at Annual General Meeting At every annual general meeting and in every unanimous resolution contemplated by Article 10.2: (1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and (2) the directors cease to hold office immediately before the election or appointment of directors under paragraph (1) but are eligible for re-election or re-appointment. 14.2 Consent to be a Director No election, appointment or designation of an individual as a director is valid unless: (1) that individual consents to be a director in the manner provided for in the Business Corporations Act; (2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or (3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act. 14.3 Failure to Elect or Appoint Directors If: (1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or (2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of: (3) the date on which their successor is elected or appointed; and (4) the date on which they otherwise cease to hold office under the Business Corporations Act or these Articles. 14.4 Places of Retiring Directors Not Filled If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re- elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose . If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

19 100745495 14.5 Directors May Fill Casual Vacancies Any casual vacancy occurring in the board of directors may be filled by the directors. 14.6 Remaining Directors Power to Act The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or for any other purpose. 14.7 Shareholders May Fill Vacancies If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors. 14.8 Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed: (1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or (2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8. Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment. 14.9 Ceasing to be a Director A director ceases to be a director when: (1) the term of office of the director expires; (2) the director dies; (3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or (4) the director is removed from office pursuant to Articles 14.10 or 14.11. 14.10 Removal of Director by Shareholders The Company may remove any director before the expiration of their term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

20 100745495 14.11 Removal of Director by Directors The directors may remove any director before the expiration of their term of office if the director is convicted of an indictable offence, convicted by a court of an offence under or found in breach and sanctioned by a securities regulatory authority of any Canadian or United States securities legislation, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy. 15. ALTERNATE DIRECTORS 15.1 Appointment of Alternate Director Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be their alternate to act in their place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to the appointor within a reasonable time after the notice of appointment is received by the Company. 15.2 Notice of Meetings Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which their appointor is a member and to attend and vote as a director at any such meetings at which their appointor is not present. 15.3 Alternate for More Than One Director Attending Meetings A person may be appointed as an alternate director by more than one director, and an alternate director: (1) will be counted in determining the quorum for a meeting of directors once for each of their appointors and, in the case of an appointee who is also a director, once more in that capacity; (2) has a separate vote at a meeting of directors for each of their appointors and, in the case of an appointee who is also a director, an additional vote in that capacity; (3) will be counted in determining the quorum for a meeting of a committee of directors once for each of their appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity; (4) has a separate vote at a meeting of a committee of directors for each of their appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity. 15.4 Consent Resolutions Every alternate director, if authorized by the notice appointing them, may sign in place of their appointor any resolutions to be consented to in writing. 15.5 Alternate Director Not an Agent Every alternate director is deemed not to be the agent of their appointor.

21 100745495 15.6 Revocation of Appointment of Alternate Director An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by them. 15.7 Ceasing to be an Alternate Director The appointment of an alternate director ceases when: (1) their appointor ceases to be a director and is not promptly re-elected or re-appointed; (2) the alternate director dies; (3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company; (4) the alternate director ceases to be qualified to act as a director; or (5) their appointor revokes the appointment of the alternate director. 15.8 Remuneration and Expenses of Alternate Director The Company must reimburse an alternate director for the reasonable expenses that would be properly reimbursed if they were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct. 16. POWERS AND DUTIES OF DIRECTORS 16.1 Powers of Management The directors must, subject to these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company. 16.2 Appointment of Attorney of Company The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove g. director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them. 17. DISCLOSURE OF INTEREST OF DIRECTORS 17.1 Obligation to Account for Profits A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is

22 100745495 liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act. 17.2 Restrictions on Voting by Reason of Interest A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution. 17.3 Interested Director Counted in Quorum A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting. 17.4 Disclosure of Conflict of Interest or Property A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act. 17.5 Director Holding Other Office in the Company A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to their office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine. 17.6 No Disqualification No director or intended director is disqualified by their office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or behalf of the Company in which a director is in any way interested is liable to be voided for that reason. 17.7 Professional Services by Director or Officer A director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer. 17.8 Director or Officer in Other Corporations A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and the director or officer is not accountable to the Company for any remuneration or other benefits received by them as director, officer or employee of, or from their interest in, such other person.

23 100745495 18. PROCEEDINGS OF DIRECTORS 18.1 Meetings of Directors The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine. 18.2 Voting at Meetings Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote. 18.3 Chair of Meetings The following individual is entitled to preside as chair at a meeting of directors: (1) the chair of the board, if any; (2) in the absence of the chair of the board, the president, if any, if the president is a director; or (3) any other director chosen by the directors if: (a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting; (b) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or (c) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting. 18.4 Meetings by Telephone or Other Communications Medium A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who pru1icipates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner. 18.5 Calling of Meetings A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time. 18.6 Notice of Meetings Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24 1.

24 100745495 18.7 When Notice Not Required It is not necessary to give notice of a meeting of the directors to a director or an alternate director if: (1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or (2) the director or alternate director, as the case may be, has waived notice of the meeting. 18.8 Meeting Valid Despite Failure to Give Notice The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting. 18.9 Waiver of Notice of Meetings Any director or alternate director may send to the Company a document signed by them waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to their alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. 18.10 Quorum The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting. 18.11 Validity of Acts Where Appointment Defective An act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer. 18.12 Consent Resolutions in Writing A resolution of the directors or of any committee of the directors may be passed without a meeting: (1) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or (2) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that they have or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing. A consent in writing under this Article may be by signed document, fax, e-mail or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

25 100745495 19. EXECUTIVE AND OTHER COMMITTEES 19.1 Appointment and Powers of Executive Committee The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except: (1) the power to fill vacancies in the board of directors; (2) the power to remove a director; (3) the power to change the membership of, or fill vacancies in, any committee of the directors; and (4) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution. 19.2 Appointment and Powers of Other Committees The directors may, by resolution: (1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate; (2) delegate to a committee appointed under paragraph (1) any of the directors ' powers, except: (a) the power to fill vacancies in the board of directors; (b) the power to remove a director; (c) the power to change the membership of, or fill vacancies in, any committee of the directors; and (d) the power to appoint or remove officers appointed by the directors; and (3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors ' resolution. 19.3 Obligations of Committees In the exercise of the powers delegated to a committee appointed under Articles 19.1 or 19.2, the committee must: (1) confirm to any rules that may from time to time be imposed on it by the directors; and (2) report every act or thing done in exercise of those powers at such times as the directors may require. 19.4 Powers of Board The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2: (1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

26 100745495 (2) terminate the appointment of, or change the membership of, the committee; and (3) fill vacancies in the committee. 19.5 Committee Meetings Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2: (1) the committee may meet and adjourn as it thinks proper; (2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting; (3) a majority of the members of the committee constitutes a quorum of the committee; and (4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote. 20. OFFICERS 20.1 Directors May Appoint Officers The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment. 20.2 Functions, Duties and Powers of Officers The directors may, for each officer: (1) determine the functions and duties of the officer; (2) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and (3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer. 20.3 Qualifications An officer is not required to hold a share in the capital of the Company as qualification for their office but must be qualified as required by the Business Corporations Act to become, act or continue to act as an officer. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director. 20.4 Remuneration and Terms of Appointment All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer, in addition to such remuneration, may receive, after they cease to hold such office or leaves the employment of the Company, a pension or gratuity.

27 100745495 21. INDEMNIFICATION 21.1 Definitions In this Article 21: (1) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; (2) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company: (a) is or may be joined as a party; or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; (3) “expenses” has the meaning set out in the Business Corporations Act. 21.2 Mandatory Indemnification of Directors and Officers and Former Directors and Officers The Company must indemnify a director, officer, former director or officer or alternate director of the Company and their heirs and legal personal representatives, as set out in the Business Corporations Act, against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director, officer, former director and officer and alternate director is deemed to have contracted with the Comp any on the terms of the indemnity contained in this Article 21.2. 21.3 Mandatory Advancement of Expenses The Company must pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding but the Company must first receive from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by the Business Corporations Act, the eligible party will repay the amounts advanced. 21.4 Indemnification of Other Persons The Company may indemnify any other person in accordance with the Business Corporations Act. 21.5 Non-Compliance with Business Corporations Act The failure of a director, alternate director or officer of the Comp any to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which they are entitled under this Part. 21.6 Company May Purchase Insurance The Company may purchase and maintain insurance for the benefit of any person (or their heirs or legal personal representatives) who:

28 100745495 (1) is or was a director, alternate director, officer, employee or agent of the Company; (2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company; (3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; (4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity; against any liability incurred by them as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position. 22. DIVIDENDS 22.1 Payment of Dividends Subject to Special Rights The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. 22.2 Declaration of Dividends The directors may from time to time declare and authorize payment of such dividends as they may deem advisable. 22.3 No Notice Required The directors need not give notice to any shareholder of any declaration under Article 22.2. 22.4 Record Date The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5:00 p .m. on the date on which the directors pass the resolution declaring the dividend. 22.5 Manner of Paying Dividend A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways. 22.6 Settlement of Difficulties If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may: (1) set the value for distribution of specific assets; (2) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and (3) vest any such specific assets in trustees for the persons entitled to the dividend.

29 100745495 22.7 When Dividend Payable Any dividend may be made payable on such date as is fixed by the directors. 22.8 Dividends to be Paid in Accordance with Number of Shares All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held. 22.9 Receipt by Joint Shareholders If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share. 22.10 Dividend Bears No Interest No dividend bears interest against the Company. 22.11 Fractional Dividends If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend. 22.12 Payment of Dividends Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the ad dress of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority. 22.13 Capitalization of Surplus Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus. 23. DOCUMENTS, RECORDS AND REPORTS 23.1 Recording of Financial Affairs The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act. 23.2 Inspection of Accounting Records Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

30 100745495 24. NOTICES 24.1 Method of Giving Notice Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permit ted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods: (1) prepaid mail addressed to the person at the applicable address for that person as follows: (a) for a record mailed to a shareholder, the shareholder's registered address; (b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class; (c) in any other case, the mailing address of the intended recipient; (2) delivery at the applicable address for that person as follows, addressed to the person: (a) for a record delivered to a shareholder, the shareholder's registered address; (b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; (c) in any other case, the delivery address of the intended recipient; (3) fax to the fax number provided by the intended recipient for the sending of that record or records of that class; (4) e -mail to the e-mail address provided by the intended recipient for the sending of that record or records of that class; or (5) physical delivery to the intended recipient. 24.2 Deemed Receipt of Mailing A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A record that is delivered to a person or their applicable address is deemed to be received by the person on receipt by that person or delivery to that address. A record that is sent to a person by fax or e-mail is deemed to be received by the person on transmission if sent during business hours at the place of intended receipt by that person and, if not sent during their business hours, on the next business day of the place of intended receipt of that person. 24.3 Certificate of Sending A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required, and sent as permitted, by Article 24.1 is conclusive evidence of that fact.

31 100745495 24.4 Notice to Joint Shareholders A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share. 24.5 Notice to Trustees A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by: (1) mailing the record, addressed to them: (a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and (b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or (2) if an address referred to in paragraph 24.5(1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. 25. SEAL 25.1 Who May Attest Seal Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of: (1) any t wo directors; (2) any officer, together with any director; (3) if the Company only has one director, that director; or (4) any one or more directors or officers or persons as may be determined by the directors. 25.2 Sealing Copies For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer. 25.3 Mechanical Reproduction of Seal The directors may authorize the seal to be impressed by third p arties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior

32 100745495 officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies . Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them. 26. PROHIBITIONS 26.1 Definitions In this Article 26: (1) “designated security” means: (a) a voting security of the Company; (b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or (c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b); (2) “security” has the meaning assigned in the Securities Act (British Columbia); (3) “voting security” means a security of the Company that: (a) is not a debt security, and (b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing. 26.2 Application Article 26.3 does not apply to the Company if and for so long as it is a public company or its designated securities are beneficially owned, directly or indirectly, by more than 50 persons or companies, counting any two or more joint registered owners as one beneficial owner, and not counting employees and former employees of the Company or its affiliates. 26.3 Consent Required for Transfer of Shares or Designated Securities No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for re fusing to consent to any such sale, transfer or other disposition. 27. SPECIAL RIGHTS AND RESTRICTIONS 27.1 Subordinate Voting Shares (1) An unlimited number of Subordinate Voting Shares, without nominal or par value, having attached thereto the special rights and restrictions as set forth below: (a) Voting Rights.

33 100745495 Holders of Subordinate Voting Shares shall be entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting, holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. (b) Alteration to Rights of Subordinate Voting Shares. As long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of the Subordinate Voting Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Subordinate Voting Shares. (c) Dividends. Holders of Subordinate Voting Shares shall be entitled to receive, as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as- converted to Subordinate Voting Share basis) on the Multiple Voting Shares. In the event of the payment of a dividend in the form of shares, holders of Subordinate Voting Shares shall receive Subordinate Voting Shares, unless otherwise determined by the Board of Directors of the Company. (d) Liquidation, Dissolution or Winding-Up. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Subordinate Voting Shares shall, subject to the prior rights of the holders of any shares of the Company ranking in priority to the Subordinate Voting Shares, be entitled to participate rateably along with all other holders of Multiple Voting Shares (on an as-converted to Subordinate Voting Share basis) and Subordinate Voting Shares. (e) Rights to Subscribe; Pre-Emptive Rights. The holders of Subordinate Voting Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of Subordinate Voting Shares, or bonds, debentures or other securities of the Company now or in the future. (f) Subdivision or Consolidation. No subdivision or consolidation of the Subordinate Voting Shares or Multiple Voting Shares shall occur unless, simultaneously, the Subordinate Voting Shares and Multiple Voting Shares are subdivided or consolidated in the same manner or such other adjustment is made so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes. Subject to Section 27.1(1)(g), the Subordinate Voting Shares cannot be converted into any other class of shares. (g) Conversion of Subordinate Voting Shares Upon an Offer. In the event that an offer is made to purchase Multiple Voting Shares, and the offer is one which is required, pursuant to applicable securities legislation or the rules of the Toronto Stock Exchange if the stock exchange on which the Multiple Voting Shares of

34 100745495 the Company are listed has not implemented any rules with respect to "coattail protections", or if the Multiple Voting Shares are not then listed, to be made to all or substantially all the holders of Multiple Voting Shares in a province or territory of Canada to which the requirement applies, each Subordinate Voting Share shall become convertible at the option of the holder into Multiple Voting Shares at the inverse of the Conversion Ratio (as defined in Article 27.2(1)(f)(i)) then in effect, at any time while the offer is in effect until one day after the time prescribed by applicable securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right may only be exercised in respect of Subordinate Voting Shares for the purpose of depositing the resulting Multiple Voting Shares under the offer, and for no other reason. In such event, the Company shall deposit or cause the transfer agent for the Subordinate Voting Shares to deposit under the offer the resulting Multiple Voting Shares, on behalf of the holder. To exercise such conversion right, the holder or his or its attorney duly authorized in writing shall: (i) give written notice to the transfer agent of the exercise of such right, and of the number of Subordinate Voting Shares in respect of which the right is being exercised; (ii) deliver to the transfer agent the share certificate or certificates representing the Subordinate Voting Shares in respect of which the right is being exercised, if applicable; and (iii) pay any applicable stamp tax or similar duty on or in respect of such conversion. No share certificates representing the Multiple Voting Shares, resulting from the conversion of the Subordinate Voting Shares will be delivered to the holders on whose behalf such deposit is being made. If Multiple Voting Shares, resulting from the conversion and deposited pursuant to the offer, are withdrawn by the holder or are not taken up by the offeror, or the offer is abandoned, withdrawn or terminated by the offeror or the offer otherwise expires without such Multiple Voting Shares being taken up and paid for, the Multiple Voting Shares resulting from the conversion will be re- converted into Subordinate Voting Shares at the then Conversion Ratio and the Company shall send or cause the transfer agent to send to the holder a share certificate representing the Subordinate Voting Shares. In the event that the offeror takes up and pays for the Multiple Voting Shares resulting from conversion, the Company shall cause the transfer agent to deliver to the holders thereof the consideration paid for such shares by the offeror. (h) Conversion of Subordinate Voting Shares into Non-Voting Exchangeable Shares. Each issued and outstanding Subordinate Voting Share may at any time, at the option of the holder, be converted into one Exchangeable Share. The conversion right may be exercised at any time and from time to time by notice in writing delivered to the transfer agent accompanied by the certificate or certificates representing the Subordinate Voting Shares or, if uncertificated, such other evidence of ownership as the transfer agent may require, in respect of which the holder wishes to exercise the right of conversion. The notice must be signed by the registered holder of the Subordinate Voting Shares in respect of which the right of conversion is being exercised or by his, her or its duly authorized attorney and must specify the number of Subordinate Voting Shares which the holder wishes to have converted, and shall be accompanied by sufficient monies necessary to pay any applicable stamp tax or similar duty on or in respect of such conversion. Upon receipt of the conversion notice and share certificate(s) or other evidence of ownership satisfactory to the transfer agent, the Company will issue a share certificate or other evidence of ownership representing Proportionate Voting Shares on the basis set out above to the registered holder of the Subordinate Voting Shares. If

35 100745495 fewer than all of the Subordinate Voting Shares represented by a certificate accompanying the notice are to be converted, the holder is entitled to receive a new certificate representing the shares comprised in the original certificate which are not to be converted. Subordinate Voting Shares converted into Exchangeable Shares hereunder will automatically be cancelled. 27.2 Multiple Voting Shares (1) An unlimited number of Multiple Voting shares, without nominal or par value, having attached thereto the special rights and restrictions as set forth below: (a) Voting Rights. Holders of Multiple Voting Shares shall be entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting, holders of Multiple Voting Shares will be entitled to 15 votes in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted, which for greater certainty, shall initially equal 15 votes per Multiple Voting Share. (b) Alteration to Rights of Multiple Voting Shares. As long as any Multiple Voting Shares remain outstanding, the Company will not, without the consent of the holders of the Multiple Voting Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Multiple Voting Shares. Consent of the holders of a majority of the outstanding Multiple Voting Shares shall be required for any action that authorizes or creates shares of any class having preferences superior to or on a parity with the Multiple Voting Shares. In connection with the exercise of the voting rights contained in this paragraph (b), each holder of Multiple Voting Shares will have one vote in respect of each Multiple Voting Share held. (c) Dividends. The holder of Multiple Voting Shares shall have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted to Subordinated Voting Share basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio (as defined in Article 27.2(1)(f)(i)) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend will be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares. In the event of the payment of a dividend in the form of shares, holders of Multiple Voting Shares shall receive Multiple Voting Shares, unless otherwise determined by the Board of Directors of the Company. (d) Liquidation, Dissolution or Winding-Up. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Multiple Voting Shares will, subject to the prior rights of the holders of any shares of the Company ranking in priority to the Multiple Voting Shares, be entitled to participate

36 100745495 rateably along with all other holders of Multiple Voting Shares (on an as-converted to Subordinate Voting Share basis) and Subordinate Voting Shares. (e) Rights to Subscribe; Pre-Emptive Rights. The holders of Multiple Voting Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of Subordinate Voting Shares, or bonds, debentures or other securities of the Company now or in the future. (f) Conversion. Holders of Multiple Voting Shares shall have conversion rights as follows (the "Conversion Rights"): (i) Right to Convert. Each Multiple Voting Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Company or any transfer agent for such shares, into such number of fully paid and non-assessable Subordinate Voting Shares as is determined by multiplying the number of Multiple Voting Shares by the Conversion Ratio applicable to such share, determined as hereafter provided, in effect on the date the Multiple Voting Share is surrendered for conversion. The initial "Conversion Ratio" for shares of Multiple Voting Shares shall be one Subordinate Voting Share for each Multiple Voting Share; provided, however, that the Conversion Ratio shall be subject to adjustment as set forth in Sections 27.2(1)(f)(iv) and 27.2(1)(f)(v). (ii) Automatic Conversion. (A) Upon the first date that any Multiple Voting Share shall be held by a person other than by a Permitted Holder, the Permitted Holder which held such Multiple Voting Share until such date, without any further action, shall automatically be deemed to have exercised his, her or its rights under subsection 27.2(1)(f)(i) to convert such Multiple Voting Share into one fully paid and nonassessable Subordinate Voting Share. (B) In addition, all Multiple Voting Shares held by a Permitted Holder will convert automatically, without any further action, into Subordinate Voting Shares at such time as the Permitted Holders that hold Multiple Voting Shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding shares of the Company on a non-diluted basis. (C) A Multiple Voting Share that is converted into Subordinate Voting Shares as provided for in subsection 27.2(1)(f)(ii)(A) will automatically be cancelled. (D) For the purposes hereof: (i) "Members of the Immediate Family" means with respect to any individual, each parent (whether by birth or adoption), spouse or child (including any step-child) or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned persons, each trust created solely for the benefit of such individual and/or one or more

37 100745495 of the aforementioned persons, and each legal representative of such individual or of any aforementioned persons (including without limitation a tutor, curator, mandatary due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a person shall be considered the spouse of an individual if such person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Income Tax Act (Canada) as amended from time to time) of such individual. A person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual; and (ii) "Permitted Holders" means (a) Boris Jordan and any Members of the Immediate Family of Boris Jordan, and (b) any Person controlled, directly or indirectly by one or more of the Persons referred to in clause (a) above. (iii) Mechanics of Conversion. Before any holder of Multiple Voting Shares shall be entitled to convert Multiple Voting Shares into Subordinate Voting Shares, the holder thereof shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for Subordinate Voting Shares or the equivalent in any non- certificated inventory system (such as, for example, a Direct Registration System) administered by any applicable depository or transfer agent of the Company, and shall give written notice to the Company at its principal corporate office, of the election to convert the same (each, a "Conversion Notice") and the Subordinate Voting Shares resulting therefrom shall be registered in the name of the registered holder of the Multiple Voting Shares converted or, subject to payment by the registered holder of any stock transfer or applicable taxes and compliance with any other reasonable requirements of the Company in respect of such transfer, in such name or names as such registered holder may direct in writing. Upon receipt of such notice and certificate or certificates and, as applicable, compliance with such other requirements, the Company shall (or shall cause its transfer agent to), at its expense, as soon as practicable thereafter, remove or cause the removal of such holder from the register of holders in respect of the Multiple Voting Shares for which the conversion right is being exercised, add the holder (or any person or persons in whose name or names such converting holder shall have directed the resulting Subordinate Voting Shares to be registered) to the securities register of holders in respect of the resulting Subordinate Voting Shares, cancel or cause the cancellation of the certificate or certificates representing such Multiple Voting Shares and issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates or the equivalent in any non-certificated inventory system (such as, for example, a Direct Registration System) administered by any applicable depository or transfer agent of the Company, representing the Subordinate Voting Shares issued upon the conversion of such Multiple Voting Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Multiple Voting Shares to be converted, and the person or persons entitled to receive the Subordinate Voting Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such

38 100745495 Subordinate Voting Shares as of such date. If less than all of the Multiple Voting Shares represented by any certificate are to be converted, the holder shall be entitled to receive a new certificate representing the Multiple Voting Shares represented by the original certificate which are not to be converted. A Multiple Voting Share that is converted into Subordinate Voting Shares as provided for in this subsection 27.2(1)(f) will automatically be cancelled. (iv) Adjustments for Distributions. In the event the Company shall declare a distribution to holders of Subordinate Voting Shares payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights not otherwise causing adjustment to the Conversion Ratio (a "Distribution"), then, in each such case for the purpose of this Section 27.2(1)(f)(iv), the holders of Multiple Voting Shares shall be entitled to a proportionate share of any such Distribution as though they were the holders of the number of Subordinate Voting Shares into which their Multiple Voting Shares are convertible as of the record date fixed for the determination of the holders of Subordinate Voting Shares entitled to receive such Distribution. (v) Recapitalizations; Stock Splits. If at any time or from time-to-time, the Company shall (i) effect a recapitalization of the Subordinate Voting Shares; (ii) issue Subordinate Voting Shares as a dividend or other distribution on outstanding Subordinate Voting Shares; (iii) subdivide the outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares; (iv) consolidate the outstanding Subordinate Voting Shares into a smaller number of Subordinate Voting Shares; or (v) effect any similar transaction or action (each, a "Recapitalization"), provision shall be made so that the holders of Multiple Voting Shares shall thereafter be entitled to receive, upon conversion of Multiple Voting Shares, the number of Subordinate Voting Shares or other securities or property of the Company or otherwise, to which a holder of Subordinate Voting Shares deliverable upon conversion would have been entitled on such Recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 27.2(1)(f) with respect to the rights of the holders of Multiple Voting Shares after the Recapitalization to the end that the provisions of this Section 27.2(1)(f) (including adjustment of the Conversion Ratio then in effect and the number of Multiple Voting Shares issuable upon conversion of Multiple Voting Shares) shall be applicable after that event as nearly equivalent as may be practicable. (vi) No Fractional Shares and Certificate as to Adjustments. No fractional Subordinate Voting Shares shall be issued upon the conversion of any Multiple Voting Shares and the number of Subordinate Voting Shares to be issued shall be rounded down to the nearest whole Subordinate Voting Share. Whether or not fractional Subordinate Voting Shares are issuable upon such conversion shall be determined on the basis of the total number of Multiple Voting Shares the holder is at the time converting into Subordinate Voting Shares and the number of Subordinate Voting Shares issuable upon such aggregate conversion. (vii) Adjustment Notice. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this Section 27.2(1)(f), the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Multiple Voting Shares a certificate setting forth

39 100745495 such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Multiple Voting Shares, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Ratio for Multiple Voting Shares at the time in effect, and (C) the number of Subordinate Voting Shares and the amount, if any, of other property which at the time would be received upon the conversion of a Multiple Voting Share. (viii) Effect of Conversion. All Multiple Voting Shares which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the time of conversion (the "Conversion Time"), except only the right of the holders thereof to receive Subordinate Voting Shares in exchange therefor and to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion. (ix) Retirement of Shares. Any Multiple Voting Share converted shall be retired and cancelled and may not be reissued as shares of such class or any other class or series, and the Company may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of Multiple Voting Shares accordingly. (x) Disputes. Any holder of Multiple Voting Shares that beneficially owns more than 5% of the issued and outstanding Multiple Voting Shares may submit a written dispute as to the determination of the Conversion Ratio or the arithmetic calculation of the Conversion Ratio (as defined herein) by the Company to the Board of Directors with the basis for the disputed determinations or arithmetic calculations. The Company shall respond to the holder within five (5) business days of receipt, or deemed receipt, of the dispute notice with a written calculation of the Conversion Ratio, as applicable. If the holder and the Company are unable to agree upon such determination or calculation of the Conversion Ratio, as applicable, within five (5) business days of such response, then the Company and the holder shall, within one (1) business day thereafter, submit the disputed arithmetic calculation of the Conversion Ratio, as applicable, to the Company’s independent, outside accountant. The Company, at the Company’s expense, shall cause the accountant to perform the determinations or calculations and notify the Company and the holder of the results no later than five (5) business days from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error. (g) Notices of Record Date. Except as otherwise provided under applicable law, in the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Multiple Voting Shares, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

40 100745495 (h) Conversion of Multiple Voting Shares Upon an Offer. In addition to the conversion rights set out in Section 27.2(1)(f), in the event that an offer is made to purchase Subordinate Voting Shares, and the offer is one which is required, pursuant to applicable securities legislation or the rules of the Toronto Stock Exchange if the stock exchange on which the Subordinate Voting Shares of the Company are then listed has not implemented any rules with respect to "coattail protections", or if the Subordinate Voting Shares are not then listed, to be made to all or substantially all the holders of Subordinate Voting Shares in a province or territory of Canada to which the requirement applies, each Multiple Voting Share shall become convertible at the option of the holder into Subordinate Voting Shares at the Conversion Ratio then in effect, at any time while the offer is in effect until one day after the time prescribed by applicable securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right in this Section 27.2(1)(h) may only be exercised in respect of Multiple Voting Shares for the purpose of depositing the resulting Subordinate Voting Shares under the offer, and for no other reason. In such event, the Company shall or shall cause its transfer agent for the Subordinate Voting Shares to deposit under the offer the resulting Subordinate Voting Shares, on behalf of the holder. To exercise such conversion right, the holder or his or its attorney duly authorized in writing shall: (i) give written notice to the transfer agent of the exercise of such right, and of the number of Multiple Voting Shares in respect of which the right is being exercised; (ii) deliver to the transfer agent the share certificate or certificates representing the Multiple Voting Shares in respect of which the right is being exercised, if applicable; and (iii) pay any applicable stamp tax or similar duty on or in respect of such conversion. No share certificates representing the Subordinate Voting Shares, resulting from the conversion of the Multiple Voting Shares will be delivered to the holders on whose behalf such deposit is being made. If Subordinate Voting Shares, resulting from the conversion and deposited pursuant to the offer, are withdrawn by the holder or are not taken up by the offeror, or the offer is abandoned, withdrawn or terminated by the offeror or the offer otherwise expires without such Subordinate Voting Shares being taken up and paid for, the Subordinate Voting Shares resulting from the conversion will be re- converted into Multiple Voting Shares at the inverse of Conversion Ratio then in effect and the Company shall send, or cause its transfer agent to send, to the holder a share certificate representing the Multiple Voting Shares. In the event that the offeror takes up and pays for the Subordinate Voting Shares resulting from conversion, the Company shall or shall cause its transfer agent to deliver to the holders thereof the consideration paid for such shares by the offeror. 27.3 Rights, Privileges, Restrictions and Conditions Applicable to Subordinate Voting Shares – Redemption Provisions Redemption (1) For the purposes of this Section 27.3, the following terms will have the meaning specified below:

41 100745495 1.1 "Board" means the board of directors of the Company. 1.2 "Business" means the conduct of any activities relating to the cultivation, manufacturing and dispensing of cannabis and cannabis - derived products in the United States, which include the owning and operating of cannabis licenses. 1.3 "Fair Market Value" will equal: (i) the volume weighted average trading price (VWAP) of the Shares to be redeemed for the five (5) Trading Day period immediately after the date of the Redemption Notice on the Canadian Securities Exchange or other national or regional securities exchange on which such Shares are listed, or (ii) if no such quotations are available, the fair market value per share of such Shares as set forth in the Valuation Opinion. 1.4 "Governmental Authority" or "Governmental Authorities" means any United States or foreign, federal, state, county, regional, local or municipal government, any agency, administration, board, bureau, commission, department, service, or other instrumentality or political subdivision of the foregoing, and any Person with jurisdiction exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or monetary policy (including any court or arbitration authority). 1.5 "Licenses" means all licenses, permits, approvals, orders, authorizations, registrations, findings of suitability, franchises, exemptions, waivers and entitlements issued by a Governmental Authority required for, or relating to, the conduct of the Business. 1.6 "Ownership" (and derivatives thereof) means (i) ownership of record as evidenced in the Company's share register, (ii) "beneficial ownership" as defined in Section 1 of the Business Corporations Act (British Columbia), or (iii) the power to exercise control or direction over a security; 1.7 "Person" means an individual, partnership, Company, limited liability Company, trust or any other entity. 1.8 "Redemption" has the meaning ascribed thereto in Section 27.3(5). 1.9 "Redemption Date" means the date on which the Company will redeem and pay for the Shares pursuant to Section 27.3(5). The Redemption Date will be not less than thirty (30) Trading Days following the date of the Redemption Notice unless a Governmental Authority requires that the Shares be redeemed as of an earlier date, in which case, the Redemption Date will be such earlier date and if there is an outstanding Redemption Notice, the Company will issue an amended Redemption Notice reflecting the new Redemption Date forthwith. 1.10 "Redemption Notice" has the meaning ascribed thereto in Section 27.3(6). 1.11 "Redemption Price" means the price per Share to be paid by the Company on the Redemption Date for the redemption of Shares pursuant to Section 27.3(5) and will be equal to the Fair Market Value of a Share, unless otherwise required by any Governmental Authority; 1.12 "Shares" means the Subordinate Voting Shares of the Company. 1.13 "Significant Interest" means ownership of five percent (5%) or more of all of the issued and outstanding shares of the Company.

42 100745495 1.14 "Subject Shareholder" means a person, a group of persons acting in concert or a group of persons who, the Board reasonably believes, are acting jointly or in concert. 1.15 "Trading Day" means a day on which trades of the Shares are executed on the Canadian Securities Exchange or any national or regional securities exchange on which the Shares are listed. 1.16 "Unsuitable Person" means (i) any person (including a Subject Shareholder) with a Significant Interest who a Governmental Authority granting the Licenses has determined to be unsuitable to own Shares; or (ii) any person (including a Subject Shareholder) with a Significant Interest whose ownership of Shares may result in the loss, suspension or revocation (or similar action) with respect to any Licenses or in the Company being unable to obtain any new Licenses in the normal course, including, but not limited to, as a result of such person's failure to apply for a suitability review from or to otherwise fail to comply with the requirements of a Governmental Authority, as determined by the Board, in its sole discretion, after consultation with legal counsel and if a license application has been filed, after consultation with the applicable Governmental Authority. 1.17 "Valuation Opinion" means a valuation and fairness opinion from an investment banking firm of nationally recognized standing in Canada (qualified to perform such task and which is disinterested in the contemplated redemption and has not in the then past two years provided services for a fee to the Company or its affiliates) or a disinterested nationally recognized accounting firm. (2) Subject to Section 27.3(4), no Subject Shareholder will acquire or dispose of a Significant Interest, directly or indirectly, in one or more transactions, without providing 15 days' advance written notice to the Company by mail sent to the Company's registered office to the attention of the Corporate Secretary. (3) If the Board reasonably believes that a Subject Shareholder may have failed to comply with the provisions of Section 27.3(2), the Company may apply to the Supreme Court of British Columbia, or such other court of competent jurisdiction for an order directing that the Subject Shareholder disclose the number of Shares held. (4) The provisions of Sections 27.3 (2) and 27.3(3) will not apply to the ownership, acquisition or disposition of Shares as a result of: 4.1 any transfer of Shares occurring by operation of law including, inter alia, the transfer of Shares of the Company to a trustee in bankruptcy; 4.2 an acquisition or proposed acquisition by one or more underwriters or portfolio managers who hold Shares for the purposes of distribution to the public or for the benefit of a third party provided that such third party is in compliance with Section 27.3(2); or 4.3 the conversion, exchange or exercise of securities of the Company (other than the Shares) duly issued or granted by the Company, into or for Shares, in accordance with their respective terms. (5) At the option of the Company, Shares owned by an Unsuitable Person may be redeemed by

43 100745495 the Company (the "Redemption'') for the Redemption Price out of funds lawfully available on the Redemption Date. Shares redeemable pursuant to this Section 27.3(5) will be redeemable at any time and from time to time pursuant to the terms hereof. (6) In the case of a Redemption, the Company will send a written notice to the holder of the Shares called for Redemption, which will set forth: (i) the Redemption Date, (ii) the number of Shares to be redeemed on the Redemption Date, (iii) the formula pursuant to which the Redemption Price will be determined and the manner of payment therefor, (iv) the place where such Shares (or certificate thereto, as applicable) will be surrendered for payment, duly endorsed in blank or accompanied by proper instruments of transfer, (v) a copy of the Valuation Opinion (if the Resulting Issuer is no longer listed on the Canadian Securities Exchange or another recognized securities exchange), and (vi) any other requirement of surrender of the Shares to be redeemed (the "Redemption Notice"). The Redemption Notice may be conditional such that the Company need not redeem the Shares owned by an Unsuitable Person on the Redemption Date if the Board determines, in its sole discretion, that such Redemption is no longer advisable or necessary on or before the Redemption Date. The Company will send a written notice confirming the amount of the Redemption Price as soon as possible following the determination of such Redemption Price. (7) The Company may pay the Redemption Price by using its existing cash resources, incurring debt, issuing additional Shares, issuing a promissory note in the name of the Unsuitable Person, or by using a combination of the foregoing sources of funding. (8) To the extent required by applicable laws, the Company may deduct and withhold any tax from the Redemption Price. To the extent any amounts are so withheld and are timely remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes herein as having been paid to the Person in respect of which such deduction and withholding was made. (9) On and after the date the Redemption Notice is delivered, any Unsuitable Person owning Shares called for Redemption will cease to have any voting rights with respect to such Shares and on and after the Redemption Date specified therein, such holder will cease to have any rights whatsoever with respect to such Shares other than the right to receive the Redemption Price, without interest, on the Redemption Date; provided, however, that if any such Shares come to be owned solely by persons other than an Unsuitable Person (such as by transfer of such Shares to a liquidating trust, subject to the approval of any applicable Governmental Authority), such persons may exercise voting rights of such Shares and the Board may determine, in its sole discretion, not to redeem such Shares. Following any Redemption in accordance with the terms of this Section 27.3, the redeemed Shares will be cancelled. (10) All notices given by the Company to holders of Shares pursuant to this Schedule, including the Redemption Notice, will be in writing and will be deemed given when delivered by personal service, overnight courier or first-class mail, postage prepaid, to the holder's registered address as shown on the Company's share register. (11) The Company's right to redeem Shares pursuant to this Schedule will not be exclusive of any other right the Company may have or hereafter acquire under any agreement or any provision of the articles or the bylaws of the Company or otherwise with respect to the acquisition by the Company of Shares or any restrictions on holders thereof. (12) In connection with the conduct of its Business, the Company may require that a Subject Shareholder provide to one or more Governmental Authorities, if and when required, information and fingerprints for a criminal background check, individual history form(s), and other information required in connection with applications for Licenses. (13) In the event that any provision (or portion of a provision) of this Section 27.3 or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or

44 100745495 unenforceable, the remainder of Section 27.3 (including the remainder of such provision, as applicable) will continue in full force and effect. 27.4 Exchangeable Shares An unlimited number of Exchangeable shares, without nominal or par value, having attached thereto the special rights and restrictions as set forth below: (a) Voting Rights. Except as otherwise required by the Business Corporations Act or these Articles, the holders of Exchangeable Shares shall not be entitled to receive notice of, attend, or vote at meetings of the shareholders of the Company; provided that the holders of Exchangeable Shares shall, however, be entitled to receive notice of meetings of shareholders called for the purpose of authorizing the dissolution of the Company or the sale of its undertaking or assets, or a substantial part thereof, but holders of Exchangeable Shares shall not be entitled to vote at such meetings of the shareholders of the Company. (b) Dividends. The holders of Exchangeable Shares shall not be entitled to receive any dividends. (c) Dissolution. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Exchangeable Shares shall not be entitled to receive any amount, property or assets of the Company. (d) Exchange Right. Each issued and outstanding Exchangeable Share may at any time, at the option of the holder, be exchanged for one Subordinate Voting Share. The conversion right may be exercised at any time and from time to time by notice in writing delivered to the transfer agent accompanied by the certificate or certificates representing the Exchangeable Shares or, if uncertificated, such other evidence of ownership as the transfer agent may require, in respect of which the holder wishes to exercise the right of conversion. The notice must be signed by the registered holder of the Exchangeable Shares in respect of which the right of conversion is being exercised or by his, her or its duly authorized attorney and must specify the number of Exchangeable Shares which the holder wishes to have converted, and shall be accompanied by sufficient monies necessary to pay any applicable stamp tax or similar duty on or in respect of such conversion. Upon receipt of the conversion notice and share certificate(s) or other evidence of ownership satisfactory to the transfer agent, the Company will issue a share certificate or other evidence of ownership representing Subordinate Voting Shares on the basis set out above to the registered holder of the Exchangeable Shares. If fewer than all of the Exchangeable Shares represented by a certificate accompanying the notice are to be exchanged, the holder is entitled to receive a new certificate representing the shares comprised in the original certificate which are not to be converted. Exchangeable Shares converted into Subordinate Voting Shares hereunder will automatically be cancelled. (e) Change of Control Adjustment.

45 100745495 Upon any consolidation, amalgamation, arrangement, merger, redemption, compulsory acquisition or similar transaction of or involving the Subordinate Voting Shares, or a sale or conveyance of all or substantially all the assets of the Company to any other body corporate, trust, partnership or other entity (each a "Change of Control"), each Exchangeable Share that is outstanding on the effective date of a Change of Control shall remain outstanding and, upon the exchange of such Exchangeable Share thereafter, shall be entitled to receive and shall accept, in lieu of the number of Subordinate Voting Shares that the holder thereof would have been entitled to receive prior to such effective date, the number of shares or other securities or property (including cash) that such holder would have been entitled to receive on such Change of Control, if, on the effective date of such Change of Control, the holder had been the registered holder of the number of Subordinate Voting Shares which it was entitled to acquire upon the exchange of the Exchangeable Share as of such date (the "Adjusted Exchange Consideration"), provided that, in the event that, in connection with a Change of Control, the Exchangeable Shares are to be exchanged for securities of another body corporate, trust, partnership or other entity that are substantially equivalent in all respects to the terms of the Exchangeable Shares (the "Alternative Exchangeable Security"), as determined by the board of directors of the Company, acting reasonably, using the same exchange ratio as is applicable for the Subordinate Voting Shares in connection with such Change of Control, then in such circumstances, each Exchangeable Share that is outstanding on the effective date of a Change of Control shall be exchanged for the Alternative Exchangeable Security. If the Adjusted Exchange Consideration includes cash, then the Company shall, or shall cause the other body corporate, trust, partnership or other entity resulting from or party to such Change of Control to, deposit with an escrow agent appointed by the Company on the closing date of the Change of Control the aggregate cash that would be payable to holders of Exchangeable Shares if all of the outstanding Exchangeable Shares were exchanged immediately following the Change of Control. All such funds shall be held by the escrow agent in a segregated interest-bearing account for the benefit of the holders of Exchangeable Shares, and shall solely be used to satisfy the cash portion of the Adjusted Exchange Consideration upon exchanges of Exchangeable Shares from time to time (with holders of Exchangeable Shares being entitled to any accumulated interest on the funds from the date of initial deposit to and including the business day immediately preceding the date of exchange, on a pro rata basis). If, in connection with a Change of Control, a holder of a Subordinate Voting Share may elect a form of consideration (including, without limitation, shares, other securities, cash or other property) from options made available, then all holders of Exchangeable Shares shall be deemed to have elected to receive an equal percentage of each of the different types of consideration offered, unless otherwise agreed in writing by all holders of Exchangeable Shares in accordance with the terms of the transaction and prior to any applicable election deadline, provided that if the option made available is between two securities, one of which is an Alternative Exchangeable Security, then all holders of Exchangeable Shares shall be deemed to have elected to receive solely Alternative Exchangeable Securities. In such case, the Adjusted Exchange Consideration shall equal the consideration that a holder of Subordinate Voting Shares making an election on the terms set forth in the preceding sentence would have received in the transaction. After any adjustment pursuant to these terms, the term "Subordinate Voting Shares", where used above, shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this section, the holder is entitled to receive upon the exchange of Exchangeable Shares, and the number of Subordinate Voting Shares indicated by any exchange of an Exchangeable Share shall be interpreted to mean the number of Subordinate Voting Shares or other property or securities the holder of the Exchangeable Share is entitled to receive upon

46 100745495 the exchange of an Exchangeable Share as a result of such adjustment and all prior adjustments pursuant to these terms. (f) Subdivision or Consolidation. No subdivision or consolidation of the Exchangeable Shares may be carried out unless, at the same time, the Multiple Voting Shares and Subordinate Voting Shares are subdivided or consolidated in a manner so as to preserve the relative rights of the holders of each class of securities. (g) Alteration of Rights of Exchangeable Shares. As long as any Exchangeable Shares remain outstanding, the Company will not, without the consent of the holders of the Exchangeable Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Exchangeable Shares.

#11842991 CURALEAF HOLDINGS, INC. - and- GOCITER HOLDINGS LTD - and- ODYSSEY TRUST COMPANY COATTAIL AGREEMENT October 25, 2018

#11842991 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION ................................................................... 2 1.1 Definitions ............................................................................................................................. 2 1.2 Interpretation not Affected by Headings, etc. .................................................................. 2 1.3 Number, Gender, etc. .......................................................................................................... 2 1.4 Statutory References ........................................................................................................... 2 1.5 Including ................................................................................................................................ 2 1.6 Business Day ........................................................................................................................ 2 ARTICLE 2 PURPOSE OF AGREEMENT...................................................................................... 3 2.1 Establishment of Trust ........................................................................................................ 3 2.2 Restriction on Sale ............................................................................................................... 3 2.3 Permitted Sale ...................................................................................................................... 3 2.4 Improper Sale ....................................................................................................................... 4 2.5 Assumptions ......................................................................................................................... 4 2.6 Prevention of Improper Sales ............................................................................................ 4 2.7 Supplemental Agreements ................................................................................................. 5 2.8 Security Interest ................................................................................................................... 5 2.9 All Sales Subject to Articles ............................................................................................... 5 ARTICLE 3 ACCEPTANCE OF TRUST.......................................................................................... 5 3.1 Acceptance and Conditions of Trust ................................................................................. 5 3.2 Enquiry by Trustee ............................................................................................................... 6 3.3 Request by SVS Holders .................................................................................................... 6 3.4 Condition to Action............................................................................................................... 6 3.5 Limitation on Action by SVS Holder .................................................................................. 7 ARTICLE 4 COMPENSATION .......................................................................................................... 7 4.1 Fees and Expenses of the Trustee ................................................................................... 7 ARTICLE 5 INDEMNIFICATION ....................................................................................................... 7 5.1 Indemnification of the Trustee............................................................................................ 7 ARTICLE 6 CHANGE OF TRUSTEE ............................................................................................... 8 6.1 Resignation ........................................................................................................................... 8 6.2 Removal ................................................................................................................................ 8 6.3 Successor Trustee ............................................................................................................... 8 6.4 Notice of Successor Trustee .............................................................................................. 9 ARTICLE 7 TERMINATION............................................................................................................... 9 7.1 Term ....................................................................................................................................... 9

#11842991 7.2 Survival of Agreement ......................................................................................................... 9 ARTICLE 8 GENERAL ....................................................................................................................... 9 8.1 Obligations of the Shareholders not Joint ........................................................................ 9 8.2 Compliance with Privacy Laws .......................................................................................... 9 8.3 Anti-Money Laundering Regulations ............................................................................... 10 8.4 Third Party Interests .......................................................................................................... 10 8.5 Severability ......................................................................................................................... 10 8.6 Amendments, Modifications, etc. .................................................................................... 10 8.7 Ministerial Amendments ................................................................................................... 10 8.8 Force Majeure .................................................................................................................... 11 8.9 Amendments only in Writing ............................................................................................ 11 8.10 Meeting to Consider Amendments .................................................................................. 11 8.11 Enurement........................................................................................................................... 11 8.12 Notices ................................................................................................................................. 11 8.13 Notice to SVS Holder ........................................................................................................ 12 8.14 Further Acts ........................................................................................................................ 12 8.15 Entire Agreement ............................................................................................................... 12 8.16 Counterparts ....................................................................................................................... 12 8.17 Jurisdiction .......................................................................................................................... 12 8.18 Attornment........................................................................................................................... 12 8.19 Day not a Business Day ................................................................................................... 12 SCHEDULE Schedule A Adoption Agreement

#11842991 COATTAIL AGREEMENT THIS AGREEMENT dated the 25 th day of October, 2018, AMONG: CURALEAF HOLDINGS, INC., a corporation incorporated under the Business Corporations Act (British Columbia) (the “Company”) - and - GOCITER HOLDING LTD (“Gociter”) - and – ODYSSEY TRUST COMPANY, a trust company existing under the laws of Alberta, as trustee for the benefit of the SVS Holders (as defined below) (the “Trustee”) - and – any person who becomes a party to this Agreement by executing an adoption agreement in the form set forth in Schedule A hereto (together with Gociter, the “Shareholders”) WHEREAS by notice of alteration effective on October 25, 2018, the Company amended its notice of articles and articles (which, as amended, are referred to as the “Articles”) to, inter alia, amend and redesignate its existing common shares as subordinate voting shares (the “Subordinate Voting Shares”), to create a class of multiple voting shares (the “Multiple Voting Shares”) and to eliminate its class of preferred shares; AND WHEREAS the Shareholders, on the date hereof, hold all of the Multiple Voting Shares that are issued and outstanding as of the date of this Agreement; AND WHEREAS it is the expectation of the Shareholders that the Subordinate Voting Shares will be listed on the Canadian Securities Exchange (the “CSE”); AND WHEREAS the Shareholders and the Company wish to enter into this Agreement in order to secure the listing of the Subordinate Voting Shares on the CSE, and derive the benefit of such listing, and for the purpose of ensuring that the holders, from time to time, of the Subordinate Voting Shares (collectively, the “SVS Holders”) will not be deprived of any rights under applicable take-over bid legislation to which they would have been entitled in the event of a take-over bid for the Multiple Voting Shares if the Multiple Voting Shares had been Subordinate Voting Shares; AND WHEREAS pursuant to the Articles, Multiple Voting Shares will, inter alia, automatically convert into Subordinate Voting Shares (i) on the date that is 36 months from the date hereof, and (ii) upon the occurrence of the following events: (A) transfer or disposition of the Multiple Voting Shares by the Shareholders to one or more third parties (which are not Permitted Holders) and (B) Permitted

- 2 - #11842991 Holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares. AND WHEREAS the Shareholders and the Company hereby acknowledge that any transfer or sale of Multiple Voting Shares, whether in accordance with this Agreement or otherwise, shall in all circumstances be subject to the provisions of the Articles, including those relating to the automatic conversion of Multiple Voting Shares into Subordinate Voting Shares; AND WHEREAS the Shareholders and the Company wish to constitute the Trustee as a trustee for the SVS Holders so that the SVS Holders, through the Trustee, will receive the benefits of this Agreement, including the covenants of the Shareholders and the Company contained herein; AND WHEREAS these recitals and any statements of fact in this Agreement are, and shall be deemed to be, made by the Shareholders and the Company and not by the Trustee; NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties) the parties hereto agree as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, capitalized terms that are not otherwise defined shall have the meaning given to them in the Articles. 1.2 Interpretation not Affected by Headings, etc. The division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 1.3 Number, Gender, etc. Words importing the singular number only shall include the plural and vice versa. Words importing the use of any gender shall include all genders. 1.4 Statutory References Unless otherwise indicated, all references in this Agreement to any legislation include the regulations and rules thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision. 1.5 Including The word “including” shall mean including, without limitation. 1.6 Business Day “Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Boston, Massachusetts are not open for business.

- 3 - #11842991 ARTICLE 2 PURPOSE OF AGREEMENT 2.1 Establishment of Trust The purpose of this Agreement is to ensure that the SVS Holders will not be deprived of any rights under applicable take-over bid provisions of securities and corporate legislation in any jurisdiction of Canada (“Securities Laws”) to which they would have been entitled in the event of a take-over bid for the Multiple Voting Shares if the Multiple Voting Shares had been Subordinate Voting Shares. In furtherance of the foregoing, the Shareholders and the Company hereby establish and create the Trust (as defined below) pursuant to the terms and conditions of this Agreement and hereby appoint the Trustee to act as trustee of the Trust. 2.2 Restriction on Sale Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Voting Shares pursuant to a take-over bid (as defined under applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Voting Shares rather than such Multiple Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of Multiple Voting Shares (or Subordinate Voting Shares into which such Multiple Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders would have constituted a take-over bid for the Subordinate Voting Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer. 2.3 Permitted Sale Subject to the provisions of the Articles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares to be sold; (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, Section 2.2 shall not apply to prevent the transfer or sale of Multiple Voting Shares by any Shareholder to a Permitted Holder, subject to Section 2.7, provided such transfer or sale is not or would not have been subject to the requirements to make a take-over bid or constitute or would constitute an exempt take-over bid (as defined under applicable Securities Laws).

- 4 - #11842991 For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares shall not, in itself, constitute a sale of Multiple Voting Shares for the purposes of this Agreement. 2.4 Improper Sale If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4. 2.5 Assumptions For the purposes of this Article 2: (a) any sale, transfer or other disposition that would result in a direct or indirect acquisition of Multiple Voting Shares or Subordinate Voting Shares, or in the direct or indirect acquisition of control or direction over those shares, shall be construed to be a “sale” of those Multiple Voting Shares or Subordinate Voting Shares, as the case may be, and the terms “sell” and “sold” shall have a corresponding meaning; and (b) if there is an offer to acquire that would have been a take-over bid for the purposes of applicable Securities Laws if not for the provisions of the Articles that cause the Multiple Voting Shares to automatically convert into Subordinate Voting Shares in certain circumstances, that offer to acquire shall nonetheless be construed to be a take-over bid for the Multiple Voting Shares for the purposes of this Agreement. 2.6 Prevention of Improper Sales The Shareholders shall use commercially reasonable efforts to prevent any person or company from carrying out a sale (including an indirect sale) in breach of this Agreement in respect of any Multiple Voting Shares, regardless of whether that person or company is a party to this Agreement.

- 5 - #11842991 2.7 Supplemental Agreements Without limiting any provision of this Agreement, the Shareholders shall not sell any Multiple Voting Shares unless the sale is conditional upon the person or company (including Permitted Holders) acquiring those shares becoming a party to this Agreement by executing an adoption agreement substantially in the form attached hereto as Schedule A. Neither the conversion of Multiple Voting Shares into Subordinate Voting Shares in accordance with the provisions of the Articles nor any subsequent sale of those Subordinate Voting Shares shall constitute a sale of Multiple Voting Shares for the purposes of this Section 2.7. 2.8 Security Interest Nothing in this Agreement shall prevent any Shareholder from time to time, directly or indirectly, from granting a bona fide security interest, by way of pledge, hypothecation or otherwise, whether directly or indirectly, in Multiple Voting Shares to any lender with which it deals at arm’s length (within the meaning of the Income Tax Act (Canada)) in connection with a bona fide borrowing, provided that the financial institution shall abide by the terms of this Agreement as if such financial institution were a Shareholder as defined herein until such time as the pledge, hypothecation or other security interest has been released or the Multiple Voting Shares which were subject thereto have been sold in accordance with the terms of this Agreement. 2.9 All Sales Subject to Articles The Shareholders and the Company hereby acknowledge that any sale of Multiple Voting Shares, whether in accordance with this Agreement or otherwise, shall in all circumstances be subject to the provisions of the Articles, including those relating to the automatic conversion of Multiple Voting Shares into Subordinate Voting Shares, and that in the event of a conflict between this Agreement and any provision of the Articles, the provisions of the Articles shall prevail. ARTICLE 3 ACCEPTANCE OF TRUST 3.1 Acceptance and Conditions of Trust The Trustee hereby accepts the trust created by this Agreement (the “Trust”) and assumes the duties created and imposed upon it pursuant to its appointment as trustee for the SVS Holders by this Agreement, provided that: (a) it shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, except for its own gross negligence, wilful misconduct or bad faith; (b) it may employ or retain such counsel, auditors, accountants or other experts or advisers, whose qualifications give authority to any opinion or report made by them, as the Trustee may reasonably require for the purpose of determining and discharging its duties hereunder and shall not be responsible for any misconduct or gross negligence on the part of any of them. The Trustee may, if it is acting in good faith, rely on the accuracy of any such opinion or report; (c) it may, if it is acting in good faith, rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any instruction, advice, notice, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties and, subject to subsection 3.1(a), shall be under no liability with respect to any action taken or omitted to be taken in accordance with such instruction, advice, notice, opinion or other document;

- 6 - #11842991 (d) it shall exercise its rights under this Agreement in a manner that it considers to be in the best interests of the SVS Holders (other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in a transaction restricted by Section 2.2) and consistent with the purpose of this Agreement; and (e) none of the provisions of this Agreement shall require the Trustee under any circumstances whatsoever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights or powers in connection with the Agreement. In the exercise of its rights and duties hereunder, the Trustee will exercise that degree of care, diligence and skill that a reasonably prudent Trustee would exercise in comparable circumstances. The Trustee represents that to the best of its knowledge and belief at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder and agrees that in the event of a material conflict of interest arising hereafter it will, within one month after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trust hereunder. Subject to the foregoing, the Trustee, in its personal or any other capacity, may buy, lend upon and deal in securities of the Company and generally may contract with and enter into financial transactions with the Company, any of its affiliates or any of the Shareholders or any of their affiliates without being liable to account for any profit made thereby. 3.2 Enquiry by Trustee Subject to Section 3.4, if and whenever the Trustee receives written notice from an interested party, other than SVS Holders, stating in sufficient detail that the Shareholders or the Company may have breached, or may intend to breach, any provision of this Agreement, the Trustee shall, acting on the advice of counsel, make reasonable enquiry to determine whether such a breach has occurred or is intended to occur. If the Trustee determines that a breach has occurred, or is intended to occur, the Trustee shall forthwith deliver to the Company a certificate stating that the Trustee has made such determination. Upon delivery of that certificate, the Trustee shall be entitled to take, and subject to Section 3.4 shall take, such action as the Trustee, acting upon the advice of counsel, considers necessary to enforce its rights under this Agreement on behalf of the SVS Holders. 3.3 Request by SVS Holders Subject to Section 3.4, if and whenever SVS Holders representing not less than 10% of the then outstanding Subordinate Voting Shares determine that any one or more of the Shareholders or the Company has breached, or may intend to breach, any provision of this Agreement, such SVS Holders may require the Trustee to take action in connection with that breach or intended breach by delivering to the Trustee a requisition in writing signed in one or more counterparts by those SVS Holders and setting forth the action to be taken by the Trustee. Subject to Section 3.4, upon receipt by the Trustee of such a requisition, the Trustee shall forthwith take such action as is specified in the requisition and/or any other action that the Trustee considers necessary to enforce its rights under this Agreement on behalf of the SVS Holders. 3.4 Condition to Action The obligation of the Trustee to take any action on behalf of the SVS Holders pursuant to Sections 3.2 and 3.3 shall be conditional upon the Trustee receiving from either the interested party referred to in Section 3.2, the Company or from one or more SVS Holders such funds and indemnity as the Trustee may reasonably require in respect of any costs or expenses which it may incur in connection with any such action. The Company shall provide such reasonable funds and indemnity to the Trustee if the Trustee has delivered to the Company the certificate referred to in Section 3.2.

- 7 - #11842991 3.5 Limitation on Action by SVS Holder No SVS Holder shall have the right, other than through the Trustee, to institute any action or proceeding or to exercise any other remedy for the purpose of enforcing any rights arising from this Agreement unless SVS Holders shall have: (a) requested that the Trustee act in the manner specified in Section 3.3; and (b) provided reasonable funds and indemnity to the Trustee, and the Trustee shall have failed to so act within 30 days after the provision of such funds and indemnity. In such case, any SVS Holder, acting on behalf of itself and all other SVS Holders, shall be entitled to take those proceedings in any court of competent jurisdiction that the Trustee might have taken. ARTICLE 4 COMPENSATION 4.1 Fees and Expenses of the Trustee The Company agrees to pay to the Trustee reasonable compensation for the services offered hereunder and shall reimburse the Trustee for all reasonable expenses and disbursements including those incurred pursuant to Section 3.1(b) herein. Notwithstanding the foregoing, the Company shall have no obligation to compensate the Trustee or reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee: (a) in connection with any action taken by the Trustee pursuant to Section 3.2 if the Trustee has not delivered to the Company the certificate referred to in Section 3.2 in respect of that action; or (b) in any suit or litigation in which the Trustee is determined to have acted in bad faith or with gross negligence or wilful misconduct. On all invoices issued by the Trustee for its services rendered hereunder which remain unpaid for a period of 30 days or more, interest at a rate per annum equal to the then current rate of interest charged by the Trustee to its corporate customers will be incurred, from 30 days after the issuance of the invoice until the date of payment. ARTICLE 5 INDEMNIFICATION 5.1 Indemnification of the Trustee The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement or any written or oral instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee shall have received any such written assertion of a claim, or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim.

- 8 - #11842991 The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and the fees and expenses of such counsel shall be subject to Section 4.1 herein in the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). ARTICLE 6 CHANGE OF TRUSTEE 6.1 Resignation The Trustee, or any trustee subsequently appointed, may resign at any time by giving written notice of such resignation to the Company specifying the date on which its desired resignation shall become effective, provided that such notice shall be provided at least three months in advance of such desired effective date unless the Shareholders and the Company otherwise agree. Such resignation shall take effect upon the date of the appointment of a successor trustee and the acceptance of such appointment by the successor trustee in accordance with Section 6.3. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee (which shall be a corporation or company licensed or authorized to carry on the business of a trust company in Ontario or British Columbia) by written instrument, in duplicate, one copy of which shall be delivered to the resigning trustee and one copy to the successor trustee. If the Company does not appoint a successor trustee, the Trustee or any SVS Holder may apply to a court of competent jurisdiction in Ontario for the appointment of a successor trustee. 6.2 Removal The Trustee, or any trustee subsequently appointed, may be removed at any time on 30 days’ prior notice by written instrument executed by the Company, in duplicate, provided that the Trustee is not at such time taking any action which it may take under Section 3.2 or 3.3 hereof. One copy of that instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The removal of the Trustee shall become effective upon the appointment of a successor trustee in accordance with Section 6.3. 6.3 Successor Trustee Any successor trustee appointed as provided under this Agreement shall execute, acknowledge and deliver to the Shareholders and the Company and to its predecessor trustee an instrument accepting such appointment. Thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, upon payment of any amounts then due to the predecessor trustee pursuant to the provisions of this Agreement, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as trustee in this Agreement. However, on the written request of the Shareholders and the Company or of the successor trustee, the trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, the Shareholders, the Company and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.

- 9 - #11842991 6.4 Notice of Successor Trustee Upon acceptance of appointment by a successor trustee as provided herein, the Company shall cause to be mailed notice of the succession of such trustee hereunder to the SVS Holders. If the Shareholders or the Company shall fail to cause such notice to be mailed within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Shareholders and the Company. ARTICLE 7 TERMINATION 7.1 Term The Trust created by this Agreement shall continue until no Multiple Voting Shares remain outstanding. The Company shall provide to the Trustee written confirmation of the termination of this Agreement pursuant to this Section 7.1. 7.2 Survival of Agreement This Agreement shall survive any termination of the Trust and shall continue until there are no Multiple Voting Shares outstanding; provided, however, that the provisions of Article 4 and Article 5 shall survive the resignation, removal or replacement of the Trustee and the termination of this Agreement. ARTICLE 8 GENERAL 8.1 Obligations of the Shareholders not Joint The obligations of the Shareholders pursuant to this Agreement are several, and not joint and several, and no Shareholder shall be liable to the Company, the SVS Holders or the Trustee or any other party for the failure of any other Shareholder to comply with its covenants and obligations under this Agreement. 8.2 Compliance with Privacy Laws The Shareholders and the Company acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to certain obligations and activities under this Agreement. Notwithstanding any other provision of this Agreement, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Shareholders and the Company shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and to comply with applicable laws and not to use it for any other purpose except with the consent of or direction from the other parties to this Agreement or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

- 10 - #11842991 8.3 Anti-Money Laundering Regulations The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment and acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti- money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Trustee, in its sole judgment and acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on ten days’ written notice to the Company or any shorter period of time as agreed to by the Company, provided that: (a) the Trustee’s written notice shall describe the circumstances of such non-compliance; and (b) if such circumstances are rectified to the Trustee’s satisfaction within such ten day period, then such resignation shall not be effective. 8.4 Third Party Interests Each of the other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party. 8.5 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby and the agreement shall be carried out as nearly as possible in accordance with its original terms and conditions. 8.6 Amendments, Modifications, etc. This Agreement shall not be amended, and no provision thereof shall be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (i) the consent of the CSE and any other applicable securities regulatory authorities in Canada; and (ii) the approval of at least two-thirds of the votes cast by SVS Holders present or represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attaching to any Subordinate Voting Shares held directly or indirectly by holders of Multiple Voting Shares and their respective affiliates and any persons who have an agreement to purchase Multiple Voting Shares on terms which would constitute a sale for purposes of Section 2.2, other than as permitted herein, prior to giving effect to such amendment or waiver. The provisions of this Agreement shall only come into effect contemporaneously with the listing of the Subordinate Voting Shares on the CSE and shall terminate as set forth in Article 7. 8.7 Ministerial Amendments Notwithstanding the provisions of Section 8.6, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the SVS Holders but subject to the approval of the CSE, amend or modify this Agreement to cure any ambiguity or to correct or supplement any provision contained in this Agreement or in any amendment to this Agreement that may be defective or inconsistent with any other provision contained in this Agreement or that amendment, or to make such other provisions in regard to matters or questions arising under this Agreement, as shall not adversely affect the interest of the SVS Holders.

- 11 - #11842991 8.8 Force Majeure No party hereto shall be liable to the other parties hereto, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, general mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 8.8. 8.9 Amendments only in Writing No amendment to or modification or waiver of any of the provisions of this Agreement shall be effective unless made in writing and signed by all of the parties hereto. 8.10 Meeting to Consider Amendments The Company, at the request of the Shareholders, shall call a meeting of SVS Holders for the purpose of considering any proposed amendment or modification requiring approval pursuant to Section 8.6. 8.11 Enurement This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, administrators, legal representatives, successors and permitted assigns. Except as specifically set forth in this Agreement, nothing in this Agreement is intended to or shall be deemed to confer upon any other person any rights or remedies under or by reason of this Agreement. 8.12 Notices All notices and other communications among the parties hereunder shall be in writing and shall be deemed given if delivered personally or sent by registered mail, or by facsimile transmission, electronic mail or other form of recorded communication to the parties at the following addresses (or at such other address for such party as shall be specified in like notice): (a) if to the Company: Curaleaf Holdings, Inc. 310 Edgewater Place, Suite 405 Wakefield, MA 01880 Attention: Jonathan Faucher, Chief Financial Officer E-mail: jfaucher@curaleaf.com (b) If to Gociter: c/o Georgiades & Pelides LLC Kyriakou Matsi, 16 EAGLE HOUSE, 6th floor, Agioi Omologites, 1082 Nicosia, Cyprus Tel:+357 22889000 Attention: Chrystalla Argyridou

- 12 - #11842991 (c) If to Odyssey Trust Company: 350 – 300 5th Avenue SW Calgary, Alberta T2P 3C4 Attention: Dan Sandler E-mail: dsander@odysseytrust.com 8.13 Notice to SVS Holder Any and all notices to be given and any documents to be sent to any SVS Holder may be given or sent to the address of such holder shown on the register of SVS Holders in any manner permitted by the Articles from time to time in force in respect of notices to shareholders and shall be deemed to be received (if given or sent in such a manner) at the time specified in such Articles, the provisions of which Articles shall apply mutatis mutandis to notices or documents as aforesaid sent to such holders. 8.14 Further Acts The parties hereto shall do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full force and effect to this Agreement. 8.15 Entire Agreement This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. 8.16 Counterparts This Agreement may be executed in one or more counterparts, each of which so executed shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same agreement. This Agreement may signed by fax copy and such signature shall be valid and binding. 8.17 Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 8.18 Attornment Each party hereto agrees (i) that any action or proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the Province of Ontario situated in the City of Toronto, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such court; (ii) that it irrevocably waives any right to, and will not, oppose any such action or proceeding on any jurisdictional basis, including forum non conveniens; and (iii) not to oppose the enforcement against it in any other jurisdiction of any judgment or order duly obtained from an Ontario court as contemplated by this Section 8.18. 8.19 Day not a Business Day Whenever any step and/or action shall be due, any period of time shall begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period ending on, a

- 13 - #11842991 day other than a Business Day, such step and/or action shall be made, such period of time shall begin or end, and such other actions shall be taken, as the case may be, on, or as of, or from a period ending on, the next succeeding Business Day. [Remainder of page intentionally left blank]

A-1 #11842991 Schedule A Adoption Agreement To: Curaleaf Holdings, Inc. (the “Company”) And To: Odyssey Trust Company (the “Trustee”) And To: The Shareholders under the Coattail Agreement (as defined below). Reference is made to the coattail agreement dated as of October 25, 2018 (the “Coattail Agreement”) among the Company, the Trustee and each Shareholder under the Coattail Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Coattail Agreement. The undersigned, _________________________________, hereby agrees to be a party to and bound by all of the terms, conditions, and other provisions of the Coattail Agreement as if the undersigned were an original party thereto and shall be considered a “Shareholder” for all purposes of the Coattail Agreement. For the purposes of any notice under or in respect of the Coattail Agreement, the address of the undersigned is: _________________________________. DATED at , this day of , 20 . [Shareholder Name] By: Authorized Signatory

Odyssey Trust Company 350 - 300 5th Avenue SW • Calgary AB • T2P 3C4 P: 403.660.0192 • E: clients@odysseytrust.com www.odysseytrust.com October 2018 Curaleaf Inc. 310 Edgewater Place, Suite 405 Wakefield, MA 01880 Attention: Joseph Lusardi Re: Trustee (Coattail Agreement) Dear Joseph, Odyssey Trust Company is pleased to offer services as Trustee – Coattail Agreement. The objective of this Proposal is to confirm our understanding of your service requirements and assist you in identifying any aspects requiring further negotiation. ESCROW FEES: Initial Review Fee $2,500.00 This non-recurring charge is payable on signing of the Coattail Agreement for communication with counsel and deal parties, compliance and other related due diligence, the review of the Coattail Agreement and ancillary documents. Acting as Trustee $5,000.00 This charge is fixed for the term, payable upon closing. This charge includes contractual obligations, maintenance of the securities register and related duties in accordance with the covenants of the agreement and appropriate regulations, standard fiduciary and administrative duties as per the governing agreement, access to online services for the issuer and all securityholders, account monitoring and compliance by relevant parties, overseeing distributions and payment in accordance with agreement provisions, and responding to client and counsel inquiries. ADDITIONAL SERVICES: Please refer to the attached Fee Schedule. If additional services are required, these fees will be invoiced monthly at the time they are incurred and are payable upon receipt. Additional services not specifically covered in this Agreement or the attached Fee Schedule, when requested, will be charged at the prevailing hourly rates in effect at the time of the request. Fees for attending the closing or other meetings will be billed hourly. EXTERNAL COUNSEL FEES: The above noted fees do not include external counsel fees, including review of governing documents, and related communication with members of the closing party. Counsel fees, if required, will be the actual amount of the fees and expenses charged by Counsel and are payable at closing. The client is responsible for the payment of Counsel Fees and other expenses incurred up to the termination and cancellation date. OUT OF POCKET EXPENSES: The above fees exclude all out-of-pocket costs and direct expenses such as postage, courier, travel expenses, stationery and photocopying. TERMS:

• Odyssey reserves the right to revise the Fees upon receipt and review of final documentation. • This agreement will be attached to and form part of the final Coattail Agreement as an attached Schedule. • The attached Fee Schedule is subject to review at any time; changes will be implemented with a minimum of 30 days’ prior written notice. • Interest and other fees may be charged on any unpaid balances over 30 days. CONFIDENTIALITY AND ACCEPTANCE: This Agreement is confidential information to the extent that such fees are not represented by a published schedule and shall not be released without Odyssey’s prior written consent. The Issuer consents to the use of its name and logo by Odyssey for marketing purposes where Odyssey deems it appropriate. If you agree with the above terms and conditions, please sign and return a copy of this letter. Yours truly, ODYSSEY TRUST COMPANY Per: Name: Jenna Kaye We accept the terms and conditions set forth above. CURALEAF INC. Per: Name: Joseph Lusardi

INSIDER TRADING POLICY This document is the property of Curaleaf Holdings, Inc. and contains confidential and/or proprietary information of Curaleaf Holdings, Inc. It shall not be disclosed, duplicated, used, in whole or in part for any purpose other than internal use and distribution. © 2019-2025 Curaleaf

Insider Trading Policy Version: 5.0 July 2025 1. Scope The Board of Directors (the “Board”) of Curaleaf Holdings, Inc. (the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help prevent the illegal use or disclosure of confidential or other non-public information about the Company as well as other companies with which we have a business relationship. This Policy sets forth the rules to follow concerning the trading in securities of the Company, a publicly traded company subject to securities laws in Canada. It applies to all transactions in securities of the Company, including shares, options to purchase shares (including the exercise of options), and any other securities that may be issued from time to time (collectively, “Company Securities”). This Policy applies to directors, officers, employees, consultants and contractors of the Company, its subsidiaries, and its controlled affiliates. Such individuals are referred to in this Policy as “insiders.” Insiders must ensure that all restrictions applicable to them under this Policy are also observed by family members who reside with them, anyone else who lives in their households and any family members who do not live in their households but whose transactions in Company Securities are directed by them or are subject to their influence or control (such as parents or children who consult with them before they trade in Company Securities). This Policy also applies to any person who receives material non-public information, directly or indirectly, from an insider. Any person who possesses material non-public information regarding the Company is deemed an insider for purposes of this Policy for so long as the information has not been publicly disclosed. 2. Definitions Material Non-Public Information: Non-public information is information that has not been previously generally disseminated to the public. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Any information that could reasonably be expected to affect the price of the security is material. Material information may be either positive or negative information. Examples: • Sales results; earnings or estimates (including reaffirmations or changes to previously released earnings information) • Strategic plans • New products ideas and planned launches • Important personnel changes • Potential acquisitions and divestiture plan or developments in any proposed transaction

Insider Trading Policy Version: 5.0 July 2025 • Potential issues of debt or securities or developments in such plans • Marketing plans and joint ventures • Material risks to the business such a government actions and material litigation or material developments in such proceedings • Applications for licenses or the status of such applications (approval/denial) 3. Expectations It is the personal responsibility of each insider and any other person subject to this Policy to ensure that, when they trade or propose to trade in Company Securities or securities of companies with which the Company has business dealings, they comply with all applicable securities laws and insider trading restrictions including those referred to in this Policy. The provisions of this Policy are qualified by the specific provisions of applicable law, which shall always apply regardless of this Policy. For greater certainty and without limiting the responsibilities of any person under this Policy, any breach of insider trading or tipping laws shall be deemed to be a breach of this Policy. The Company prohibits the unauthorized disclosure of any non-public information regarding the Company and the trading of any Company Securities by any person in possession of material non-public information. 4. Process 4.1 No Trading on Material Non-Public Information Insiders shall not, directly, or indirectly, engage in any transaction involving a purchase or sale of Company Securities, during any period commencing upon possession of material non-public information about the Company and ending as of the close of business on the second (2nd) Trading Day following public disclosure by the Company of said information. “Trading Day” shall mean a day on which the Toronto Stock Exchange (“TSX”) is open for trading. 4.2 No Tipping No insider shall, directly or indirectly, disclose (“tip”) material non-public information about the Company to any other person (including members of his or her immediate family or household, other employees, or outside professional advisors), nor shall such insider make, directly or indirectly, recommendations or express opinions on the basis of material non-public information as to trading in Company Securities. This should be read in conjunction with the Company’s Disclosure Policy. 4.3 No Hedging Transactions or Short Sales Hedging or monetization transactions can be accomplished through a number of possible mechanisms. Such hedging transactions may permit an insider to continue to own Company

Insider Trading Policy Version: 5.0 July 2025 Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the insider may no longer have the same objectives as the Company’s other shareholders. Therefore, insiders are prohibited from engaging in any hedging or monetization activities including, without limitation, any use of financial instruments (such as options, puts, calls, forward contracts, futures, swaps, collars or units of exchange funds) or any other transactions that are designed to hedge or offset a decrease in the market value of any Company Securities beneficially owned by the insider, directly or indirectly, or in the value of any equity-based compensation awards of the insider (such as stock options, deferred share units, restricted share units and performance share units). Similarly, insiders are prohibited from short selling any Company Securities as such transactions may allow insiders to offset, or benefit from, a decrease in the market value of Company Securities. 4.4 No Margin Accounts or Pledged Securities Securities held in a margin account or pledged as collateral for a loan may be sold without the holder’s consent by the broker if the holder fails to meet a margin call or by the lender in foreclosure if the holder defaults on the loan. Because a margin or foreclosure sale may occur when an insider is aware of material non-public information or otherwise is not permitted to trade, insiders are prohibited from holding Company Securities in a margin account or pledging Company Securities as collateral for a loan without first seeking pre-approval from the Audit Committee of the Board. An exception may be granted where an insider wishes to pledge Company Securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. An insider wishing to pledge Company Securities as collateral for a loan must submit a request for approval to the Legal Department at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. 4.5 Speculative Trading The Company recognizes that insiders may trade in Company Securities from time to time in compliance with the terms and conditions of this Policy including trading in subordinate voting shares of the Company acquired or received pursuant to equity compensation arrangements and through the implementation of automatic securities disposition plans. However, insiders should refrain from frequent trading in Company Securities that would give rise to appearances of speculation. 4.6 Trading Restrictions In addition to the general prohibition against trading while in the possession of material non- public information, certain additional trading restrictions apply. 4.6.1 Scheduled Blackout Periods The periods beginning on the first (1st) day of every new quarter (January 1, April 1, July 1 and October 1) and ending at the close of business on the second (2nd) Trading Day following the public disclosure of the financial results for the preceding quarter (each, a “Scheduled Blackout

Insider Trading Policy Version: 5.0 July 2025 Period”) 1 are particularly sensitive, as members of the Board and certain employees will often possess material non-public information about the expected financial results for the quarter. Accordingly, to ensure compliance with this Policy and applicable securities laws, members of the Board and all (i) officers and senior vice-presidents of the Company, and (ii) all other employees of the Company (including in a non-managerial role) working in the Legal or Finance department and having access to Company sales and financial data points in the ordinary course of their services in accordance with the list of such employees to be maintained by the Legal Department, are prohibited from trading in Company Securities during Scheduled Blackout Periods, whether or not they possess material non-public information. The Scheduled Blackout Period may be shortened or extended at the discretion of the Chief Legal Officer, however, absent written notification by the Chief Legal Officer of any change to the Scheduled Blackout Period, the above timeframe shall be imposed. 4.6.2 Additional Blackout Periods From time to time, the Company may also require that members of the Board and selected employees, consultants, contractors, and others suspend trading activities because of the existence or potential existence of material non-public information (an “Additional Blackout Period”). In the event of any such Additional Blackout Period, the Legal Department may distribute a notice, in writing or by email, instructing those people not to engage in any trading of Company Securities until further notice, without disclosing the facts giving rise to the imposition of such trading suspension. Alternatively, any Additional Blackout Period may be imposed, without any notice, through the procedures for pre-clearance of trades described herein. Notice of an Additional Blackout Period is confidential and should not be disclosed. Even outside of Scheduled Blackout Periods or Additional Blackout Periods, any person possessing material non-public information on the Company shall not engage in any transactions involving Company Securities until the close of business on the second (2nd) Trading Day following public disclosure by the Company of such information in compliance with applicable securities laws. Members of the Board, officers, employees, consultants, and contractors are expected to use their judgment in interpreting this Policy, and to err on the side of caution at all times. 4.6.3 Automatic Securities Disposition Plans Insiders may be permitted from time to time to establish an Automatic Securities Disposition Plan (“ASDP”) and/or a pre-arranged trading plan that complies with applicable securities laws and regulations, or such other terms and conditions as determined by the Legal Department on a case-by-case basis. Such plans must be properly documented, and all of the procedural conditions of the relevant securities laws (ex. Canadian Securities Laws or SEC Rule 10b5-1) must be satisfied. These plans, whether ASDPs or their equivalents, must be pre-cleared by the Legal Department and must be established at a time when the insider is not aware of any material non-public information. _____________________________________ 1 As revised by the Board of Directors on December 17, 2018

Insider Trading Policy Version: 5.0 July 2025 4.6.4 Pre-Clearance of Trades It is mandatory for members of the Board, all officers and senior vice-presidents of the Company and other employees in accordance with the list to be maintained by the Legal Department, Securities with the Chief Legal Officer, or in his or her absence, the Chief Financial Officer or such other person as may be designated from time to time. When in doubt, Company directors, officers, employees, consultants, contractors, and other insiders are strongly encouraged to contact the Chief Legal Officer, or in his or her absence, the Chief Financial Officer in order to determine if, during a given period, they have the right to trade in Company Securities. Each proposed transaction will be evaluated to determine if it raises insider trading concerns or other concerns under applicable securities laws. Clearance of a transaction is valid only for a 48- hour period. If the transaction order is not completed within that 48-hour period, clearance of the proposed transaction must be re-requested. If clearance is denied, the mere fact of such denial must be kept confidential by the person requesting such clearance. Reasons for denial of clearance need not be provided. 4.6.5 Designated Employees The Chief Legal Officer may from time-to-time designate employees or categories of employees (such as non-managerial finance or legal personnel) who will be subject to this Policy (in all or in part) on the same basis as officers and senior vice-presidents, including, without limitation, as it relates to Scheduled Blackout Periods and pre-clearance of trades. 4.6.6 Material Non-Public Information Regarding Other Companies This Policy and the guidelines described herein also apply to material non-public information relating to other companies, including potential joint venture partners, customers, dealers, distributors, and suppliers of the Company, as well as potential merger or acquisition candidates. Information that may not be material to the Company may nevertheless be material to one of those other companies and would accordingly prohibit trading or tipping. For the purposes of this Policy, information about such business partners should be treated in the same way as information related directly to the Company. 4.7 Post-Termination Transactions This Policy continues to apply to transactions in Company Securities even after an individual has terminated employment or other services to the Company or a subsidiary as follows: if he or she is aware of material non-public information when the employment or service relationship terminates, he or she may not trade in Company Securities until that information has become public or is no longer material. 4.8 Transactions Under Company Plans 4.8.1 Employee Share Purchase Plans

Insider Trading Policy Version: 5.0 July 2025 This Policy’s trading restrictions do not apply to periodic purchases under the Company’s employee share purchase plan, if such a plan exists, that are made as the result of an election made at the beginning of the purchase period. This Policy’s trading restrictions would apply, however, to a decision to participate or cease to participate in the plan or a decision to increase or decrease the level of contribution in a subsequent purchase period. It would also apply to any transactions involving Company Securities purchased under the plan. 4.8.2 RRSP’s and 401(k) Plans This Policy’s trading restrictions do not apply to purchases of securities in the Company’s Registered Retirement Saving Plan (“RRSP”), 401(k) Plan or other similar type plans, if any exist, as a result of periodic contributions made pursuant to payroll deductions. This Policy’s trading restrictions do apply, however, to an election to participate or to cease to participate in such plans, to increases or decreases in the level of participation in such plans and transfers in or out of such plans (including in connection with a plan loan). 4.9 Transactions Not Involving a Purchase or Sale Subject to all applicable restrictions under securities legislation, bona fide gifts of securities are not subject to this Policy unless the person making the gift has reasons to believe that the recipient intends to sell the securities at a time when the person making the gift (or a family member or other related person or entity) would be prohibited from doing so. There are no restrictions on trading the shares of a mutual fund that invests in Company Securities at any time. 4.10 Insider Reports Certain insiders of the Company, such as directors, certain senior officers and certain significant shareholders (collectively, the “Reporting Insiders”), are subject to insider reporting requirements under Canadian securities laws. Reporting Insiders are required to file an initial report with each of the Canadian securities regulatory authorities within ten (10) days after such persons become Reporting Insiders of the Company, disclosing any direct or indirect beneficial ownership of, or control or direction over, any Company Securities, including an interest in, or right or obligation associated with, a related financial instrument involving Company Securities. Reporting Insiders must also file additional reports of any changes in ownership of, or control or direction over, any Company Securities, including an interest in, or right or obligation associated with, a related financial instrument involving Company Securities, with each of the Canadian securities regulatory authorities not later than five (5) days following the date of the change. Any Reporting Insider failing to file reports within these time frames is subject to penalties from securities regulators, including fines and possible suspension from being eligible to act as an officer of a public company. Even though Company personnel may assist Reporting Insiders with such filings, the preparation and filing of these reports remains the sole responsibility of the individuals pursuant to applicable securities laws.

Insider Trading Policy Version: 5.0 July 2025 4.11 Potential Criminal and Civil Liability and/or Disciplinary Action 4.11.1 Liability for Insider Trading and Tipping Canadian securities laws and U.S. federal and state securities laws prohibit the purchase or sale of a company’s securities by persons who are aware of material information about that company that is not generally known or available to the public. These laws also prohibit persons who are aware of such material non-public information from disclosing this information to others who may trade securities and from making recommendations or expressing opinions on the basis of such information. Violations of these laws can result in civil and criminal penalties including significant fines and penalties and imprisonment. Large penalties have been imposed even when the disclosing person did not profit personally from the trading. Companies and their controlling persons are also subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel. It is important that insiders understand the breadth of activities that constitute illegal insider trading and the consequences, which can be severe. The securities authorities in Canada and Securities and Exchange Commission and the Financial Industry Regulatory Authority in the United States, investigate and are very effective at detecting insider trading. These agencies, along with government prosecutors, pursue insider trading violations vigorously. Cases have been successfully prosecuted against trading by employees and others through foreign accounts, trading by family members and friends, and trading involving only a small number of shares. 4.11.2 Possible Disciplinary Action Directors, officers, employees, consultants, and contractors of the Company who violate this Policy may be subject to disciplinary action by the Company, up to and including termination of employment or their service with the Company. If it appears that any insider or other person may have violated securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines, or imprisonment. 4.11.3 Administration of Insider Trading Policy This Policy is owned and sponsored by the Chief Legal Officer. All questions regarding this Policy should be referred to the Legal Department.

5. Revision History Version Number Revision Summary Effective Date 1.0 New Document October 2018 2.0 Document Review October 2019 3.0 Revised formatting to be consistent with current Compliance Policy Formatting Guide August 2023 4.0 Periodic Review Complete. Replaced “CSE” with “TSX” and/or "Toronto Stock Exchange ("TSX")". Updated copyright date range. March 2025 5.0 Board Approved July 2025

114547755 FIRST AMENDMENT THIS FIRST AMENDMENT (this “Amendment”) dated as of February 8, 2022 (the “Effective Date”) to the Trust Indenture, dated as of the 15th day of December, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), between Curaleaf Holdings, Inc., a company incorporated under the laws of the Province of British Columbia (the “Issuer”) and Odyssey Trust Company, a trust company existing under the laws of the Province of Alberta authorized to carry the business of a trust company in British Columbia (the “Trustee”). W I T N E S S E T H: WHEREAS, Section 12.3 of the Indenture permits the Issuer and the Trustee to enter into certain written amendments, supplements or modifications to the Indenture without the consent of any Holder; and WHEREAS, the Issuer and the Trustee have agreed to so amend the Indenture as described herein to cure an ambiguity and to conform the text of the Indenture to the “Description of Notes” in the Offering Memorandum with respect to the definition of “Unrestricted Subsidiaries”. NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1. Definitions. Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meanings given to them in the Indenture. SECTION 2. Amendment of the Indenture. The Indenture is hereby amended as follows: 2.1 Amendment to Section 1.1. Section 1.1 of the Indenture is hereby amended by deleting in its entirety the definition of “European Subsidiary” and replacing it by the following definition: “European Subsidiary” means any Subsidiary of the Issuer that is organized under the laws of a Member State of the European Union or the United Kingdom, including, without limitation, Curaleaf International Holdings Limited. 2.2 Amendment to Section 6.5. Section 6.5 of the Indenture is hereby amended by adding the following paragraph after paragraph (d): “(e) As of the Issue Date, Curaleaf International Holdings Limited and its direct and indirect Subsidiaries are the only Unrestricted Subsidiaries.” SECTION 3. Effectiveness. This Amendment shall become effective as of the Effective Date. After that time, it will be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and permitted assigns.

- 2 - 114547755 SECTION 4. Effect of Amendment. 4.1 Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the parties under the Indenture or any other Note Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Indenture or any other provision of the Indenture or of any other Note Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Issuer to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Indenture or any other Note Document in similar or different circumstances. 4.2 On and after the Effective Date, each reference in the Indenture to “this Indenture”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Indenture in any other Note Document shall be deemed a reference to the Indenture as amended hereby. This Amendment shall constitute a “Note Document” for all purposes of the Indenture and the other Note Documents. SECTION 5. General. 5.1 Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the province of British Columbia and the federal laws of Canada applicable therein. 5.2 Counterparts. This Amendment may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page to this Amendment by any party hereto by facsimile transmission or PDF shall be as effective as delivery of a manually executed copy of this Amendment by such party. 5.3 Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. [SIGNATURE PAGE FOLLOWS]

114547755 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers or representatives as of the day and year first above written. ISSUER: CURALEAF HOLDINGS, INC. By: Name: Joseph D. Bayern Title: Chief Executive Officer TRUSTEE: ODYSSEY TRUST COMPANY By: Name: Dan Sanders Title: President, Corporate Trust By: Name: Amy Douglas Title: Director, Corporate Trust (signed) "Joseph D. Bayern" (signed) "Dan Sanders" (signed) "Amy Douglas"

120728092 THIRD SUPPLEMENTAL INDENTURE DATED AS OF THE 17th DAY OF JANUARY 2025 BETWEEN CURALEAF HOLDINGS, INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF 10.00% SENIOR SECURED NOTES DUE DECEMBER 17, 2027

120728092 THIS THIRD SUPPLEMENTAL INDENTURE made as of the 17th day of January 2025 BETWEEN: CURALEAF HOLDINGS, INC., a company incorporated under the laws of the Province of British Columbia (hereinafter called the “Issuer”); AND ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada authorized to carry on the business of a trust company in all Canadian provinces (hereinafter called the “Trustee”). WITNESSETH THAT: WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 15, 2021 as supplemented by a first supplemental indenture dated as of December 21, 2021 and a second supplemental indenture dated as of December 8, 2023, providing for the issuance of Notes. AND WHEREAS Section 12.3(i) of the Indenture provides that the Issuer and the Trustee may from time to time amend or supplement the Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the Indenture. AND WHEREAS the execution, acknowledgement and delivery of this third supplemental indenture (the “Third Supplemental Indenture”) has been duly authorized by a resolution of the directors of the Issuer. AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee. NOW THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions and Interpretation In this Third Supplemental Indenture, except as otherwise defined herein or unless the context otherwise requires, all terms used but not defined in this Third Supplemental Indenture (including the recitals hereto) shall have the meanings specified in the Indenture. This Third Supplemental Indenture shall, unless otherwise required, be subject to the interpretation provisions contained in Article 1 of the Indenture. When entered into by the parties, this Third Supplemental Indenture shall be supplemental to, part of and read together with the Indenture

120728092 as a single instrument, and all of the provisions of the Indenture, as supplemented by this Third Supplemental Indenture, shall apply to the 2027 Notes. If any term or provision contained in this Third Supplemental Indenture shall conflict or be inconsistent with any term or provision of the Indenture, the terms and provisions of this Third Supplemental Indenture shall govern; provided, however, that the terms and provisions of this Third Supplemental Indenture may modify or amend the terms of the Indenture solely as applied to the 2027 Notes. When used in this Third Supplemental Indenture, the following terms shall have the following meanings: “2027 Notes” means the 10.00% Senior Secured Notes due December 17, 2027 created and designated pursuant to section 2.1 of this Third Supplemental Indenture and authorized to be issued under this Third Supplemental Indenture. “2027 Notes Interest Payment Date” means the 17th day of each month that the 2027 Notes are outstanding and (except in respect of any Additional 2027 Notes) commencing on February 17, 2025. “2027 Notes Interest Period” means the period commencing on the later of (a) the date of issue of the 2027 Notes and (b) the immediately preceding 2027 Notes Interest Payment Date on which interest has been paid, and ending on the day immediately preceding the 2027 Notes Interest Payment Date in respect of which interest is payable. “2027 Notes Issue Date” means the date on which the 2027 Notes are issued under this Third Supplemental Indenture, being January 17, 2025. “2027 Notes Maturity Date” has the meaning given to it in Section 2.4. “Additional 2027 Notes” means any 2027 Notes issued under and pursuant to the terms of and subject to the conditions of this Third Supplemental Indenture after the 2027 Notes Issue Date. “Indenture” has the meaning given thereto in the recitals. “Initial 2027 Notes” means the US$67,000,000 aggregate principal amount of 2027 Notes issued by the Issuer on the 2027 Notes Issue Date. “Record Date” means, with respect to any 2027 Notes Interest Payment Date, the date that is five (5) business days prior to such 2027 Notes Interest Payment Date.

120728092 ARTICLE 2 ISSUE AND AUTHENTICATION OF THE 2027 NOTES 2.1 Issue of the 2027 Notes The Issuer is authorized, subject to compliance with Sections 2.2, 6.10 and 12.5 of the Indenture, to issue a series of Notes designated “10.00% Senior Secured Notes due December 17, 2027” under this Third Supplemental Indenture. 2.2 Aggregate Principal Amount The aggregate principal amount of the 2027 Notes which may be issued under this Third Supplemental Indenture is unlimited, provided, however, that the maximum principal amount of the 2027 Notes initially issued hereunder on the 2027 Notes Issue Date shall be US$67,000,000. 2.3 Authentication The Trustee shall initially authenticate one or more 2027 Notes for original issue on the 2027 Notes Issue Date in an aggregate principal amount of US$67,000,000 or otherwise to permit transfers or exchanges in accordance with Section 4.6 of the Indenture upon receipt by the Trustee of a duly executed Authentication Order. After the 2027 Notes Issue Date, subject to Section 2.2, the Issuer may issue, from time to time, and the Trustee shall authenticate upon receipt of an Authentication Order, Additional 2027 Notes for original issue. Except as provided in Section 6.11 of the Indenture, there is no limit on the amount of Additional 2027 Notes that may be issued hereunder. Each such Authentication Order shall specify the principal amount of the 2027 Notes to be authenticated and the date on which such 2027 Notes are to be authenticated. The aggregate principal amount of the 2027 Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders provided in respect of original issues of the 2027 Notes except as provided in Section 2.11 of the Indenture. For certainty, the Trustee shall not be obligated or liable to ensure that the Issuer is in compliance with the limitations in Section 6.11 of the Indenture, and shall be entitled to rely on an Officers’ Certificate from the Issuer certifying such compliance for any Additional 2027 Notes so issued. 2.4 Date of Issue and Maturity Date The 2027 Notes will be issued on January 17, 2025 and the 2027 Notes will become due and payable, together with all accrued and unpaid interest thereon, on December 17, 2027 (the “2027 Notes Maturity Date”). 2.5 Interest (a) The 2027 Notes will bear interest on the unpaid principal amount thereof at the rate of 10.00% per annum from the 2027 Notes Issue Date to, but excluding, the 2027 Notes Maturity Date, compounded monthly and payable in arrears on each 2027 Notes Interest Payment Date. The first 2027 Notes Interest Payment Date for the Initial 2027 Notes will be February 17, 2025.

120728092 (b) Interest will be payable in respect of each 2027 Notes Interest Period (after, as well as before, the 2027 Notes Maturity Date) on each 2027 Notes Interest Payment Date in accordance with Sections 2.12 and 2.15 of the Indenture. Interest on the 2027 Notes will accrue from the 2027 Notes Issue Date or, if interest has already been paid, from and including the last 2027 Notes Interest Payment Date therefor to which interest has been paid or made available for payment. Interest will be computed daily on the basis of the actual number of days in such calculation period divided by 360 and will be payable on each 2027 Notes Interest Payment Date until all amounts due hereunder are paid in the manner set forth in this Section 2.5. 2.6 Repayment (a) For the first six (6) 2027 Notes Interest Periods, subject to Section 2.7, the Issuer shall make scheduled monthly payments of interest only to each of the Holders of the 2027 Notes, in accordance with the repayment schedules attached to this Third Supplemental Indenture as Schedule A. No principal repayment shall be required during such interest-only period. (b) Commencing on the seventh (7th) 2027 Notes Interest Period and continuing until the 2027 Notes Maturity Date, subject to Section 2.7, the Issuer shall make scheduled monthly payments of principal and interest to each of the Holders of the 2027 Notes, in accordance with the repayment schedules attached to this Third Supplemental Indenture as Schedule A. 2.7 Optional Redemption (a) At any time, the Issuer may redeem all or a part of the 2027 Notes, upon not less than 15 days’ nor more than 60 days’ notice, at a Redemption Price equal to 100% of the principal amount of the 2027 Notes redeemed, plus the accrued and unpaid interest, if any, as of the applicable date of redemption (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant 2027 Notes Interest Payment Date). (b) Unless otherwise specifically provided in this Section 2.8, the terms of Article 5 of the Indenture shall apply to the redemption of any 2027 Notes and in the event of any inconsistency, the terms of this Section 2.8 shall prevail. (c) Wherever in this Section 2.8 there is mention, in any context, of the redemption by the Issuer of the 2027 Notes or of any action relating to such redemption, such mention is deemed to allow the payment of the relevant redemption price for the 2027 Notes or the taking of any such action by any Restricted Subsidiary of the Issuer in lieu of the Issuer. 2.8 Mandatory Redemption and Market Purchases (a) The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the 2027 Notes; provided, however, that the Issuer

120728092 may be required to offer to purchase the 2027 Notes pursuant to Sections 6.15 and 6.16 of the Indenture. (b) The Issuer or any of its Subsidiaries may at any time and from time to time purchase 2027 Notes by tender offer, open market purchases, negotiated transactions, private agreement or otherwise at any price in accordance with Applicable Securities Legislation, so long as such acquisition does not violate the terms of the Indenture. 2.9 Form and Denomination of the 2027 Notes The 2027 Notes will be issuable as Definitive Notes, substantially in the form set out in Appendix A hereto with such changes as may be required or permitted by the Indenture and any other changes as may be approved or permitted by the Issuer, in each case which changes are not prejudicial to the Holders of the 2027 Notes, and with such approval in each case to be conclusively deemed to have been given by the officers of the Issuer executing the same in accordance with Article 2 of the Indenture. Notes may have notations, legends or endorsements required by law, stock exchange rules or consistent with customary practice. To the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 2.10 Currency of Payment The principal of, and interest and premium (if any) on, the 2027 Notes will be payable in United States dollars. 2.11 Additional Amounts (a) All payments made by any Guarantor under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of any United States taxing authority (hereinafter “United States Taxes”), unless any Guarantor is required to withhold or deduct United States Taxes by law or by the interpretation or administration thereof. If any Guarantor is so required to withhold or deduct any amount of interest for or on account of United States Taxes from any payment made under or with respect to any Guarantee, such Guarantor will pay such additional amounts of interest (“Additional Amounts”) as may be necessary so that the net amount received by each holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the holder would have received if such United States Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a holder (an “Excluded Holder”): (A) which is subject to such United States Taxes by reason of any connection between such holder and the United States or any

120728092 states political subdivision thereof or authority thereof other than the mere holding of Notes or the receipt of payments thereunder; (B) which failed to duly and timely comply with a timely request of the Issuer to provide information, documents, certification or other evidence concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the United States or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any United States Taxes as to which Additional Amounts would have otherwise been payable to such holder of Notes but for this clause (ii); (C) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (D) to the extent that the United States Taxes required to be withheld or deducted are imposed pursuant to sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (and any amended or successor version that is substantially comparable), and any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; or (E) any combination of the foregoing clauses of this proviso. (b) The Issuer or such Guarantor, as the case may be, will also (i) make such withholding or deduction and, (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuer or such Guarantor, as the case may be, will furnish to the holders of the Notes, within 30 days after the date the payment of any United States Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by such Guarantor, as the case may be. Such Guarantor will indemnify and hold harmless each holder (other than all Excluded Holders) for the amount of (A) any United States Taxes not withheld or deducted by such Guarantor and levied or imposed and paid by such holder as a result of payments made under or with respect to the

120728092 Guarantees, (B) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (C) any United States Taxes imposed with respect to any reimbursement under clauses (i) or (ii) of this Section 2.10(b). (c) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if any Guarantor is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to any note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (d) The obligations described under this Section 2.10 will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any successor Person and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. 2.12 Appointment of Trustee (a) The Trustee will be the trustee for the 2027 Notes, subject to Article 11 of the Indenture. (b) The Issuer initially appoints the Trustee at its corporate office in Vancouver, British Columbia to act as the Registrar, transfer agent, authentication agent, Paying Agent and Collateral Trustee with respect to the 2027 Notes. The Issuer may change the Registrar, transfer agent, authentication agent, Paying Agent or Collateral Trustee for the 2027 Notes at any time and from time to time without prior notice to the Holders of the 2027 Notes. ARTICLE 3 MISCELLANEOUS PROVISIONS 3.1 Confirmation of Indenture On the date hereof, the Indenture shall be supplemented in accordance with this Third Supplemental Indenture, and this Third Supplemental Indenture shall form part of the Indenture for all purposes, and the holder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture, as supplemented by

120728092 this Third Supplemental Indenture, shall remain in full force and effect as supplemented by this Third Supplemental Indenture and is in all respects ratified and confirmed. 3.2 Acceptance of Trusts The Trustee hereby accepts the trusts in the Indenture, as amended and supplemented by this Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions and subject to the provisions set forth in the Indenture as supplemented by this Third Supplemental Indenture. 3.3 Execution This Third Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page to this Third Supplemental Indenture by any party hereto by facsimile transmission or PDF shall be as effective as delivery of a manually executed copy of this Third Supplemental Indenture by such party. 3.4 Formal Date For the purpose of convenience, this Third Supplemental Indenture may be referred to as bearing the formal date of the 17th day of January, 2025 irrespective of the actual date of execution hereof. 3.5 Applicable Law This Third Supplemental Indenture and the 2027 Notes shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. [The remainder of this page is intentionally left blank]

[Signature Page to Third Supplemental Indenture] 120728092 IN WITNESS whereof the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf. Issuer CURALEAF HOLDINGS, INC. By: Name: Edward Kremer Title: Chief Financial Officer Trustee ODYSSEY TRUST COMPANY By: Name: Dan Sanders Title: President, Corporate Trust By: Name: Amy Douglas Title: Director, Corporate Trust (signed) "Edward Kremer" (signed) "Dan Sanders" (signed) "Amy Douglas"

120728092 Schedule A Repayment Schedules for each of the 2027 Notes [Intentionally omitted.]

EXECUTION 1 FIRST AMENDMENT, CONSENT AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT This FIRST AMENDMENT, CONSENT AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made as of February 18, 2026, by and among (i) the Borrowers (as defined herein), (ii) the Guarantors (as defined herein), and (iii) NEEDHAM BANK, a Massachusetts commercial bank having an address of 214 Garden Street, Needham, Massachusetts 02492 (“Lender”). WHEREAS, reference is made to that certain Amended and Restated Loan Agreement, dated October 10, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Lender, CURALEAF FLORIDA LLC, a Florida limited liability company (“Curaleaf FL”), MARYLAND COMPASSIONATE CARE AND WELLNESS, LLC, a Maryland limited liability company (“MD Compassionate Care”), CURALEAF MD, LLC, a Maryland limited liability company (“Curaleaf MD”), CURALEAF COLUMBIA, LLC, a Maryland limited liability company (“Curaleaf Columbia”), MI HEALTH, LLC, a Maryland limited liability company (“MI Health”), CURALEAF OGT, INC., a Delaware corporation (“Curaleaf OGT”), CURALEAF NEWARK, LLC, an Ohio limited liability company (“Curaleaf Newark”), CURALEAF CUYAHOGA FALLS, LLC, an Ohio limited liability company (“Curaleaf Cuyahoga”), and FOCUSED EMPLOYER, INC., a Delaware corporation (“Focused Employer”, and together with Curaleaf FL, MD Compassionate Care, Curaleaf MD, Curaleaf Columbia, MI Health, Curaleaf OGT, Curaleaf Newark and Curaleaf Cuyahoga, together with each of their permitted successors and assigns, collectively, the “Borrowers” and each individually, a “Borrower”) and the Guarantors (as defined in the Loan Agreement) party thereto, pursuant to which Lender has made available to the Borrowers a certain revolving line of credit in the maximum principal amount of ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00) (the “Loan”) on those terms and subject to certain conditions set forth in the Loan Agreement and the other Loan Documents. WHEREAS, CURALEAF HOLDINGS, INC., a company incorporated under the laws of the Province of British Columbia (“Parent”) and ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta authorized to carry on the business of a trust company in British Columbia, in its capacities as trustee and collateral trustee under the Trust Indenture (as defined below) (together with its successors and permitted assigns in such capacities, the “Trustee”) are entering into that certain Fourth Supplemental Indenture, dated as of the date hereof (the “Fourth Supplemental Indenture”) pursuant to which the Parent is issuing a series of Notes designated “11.50% Senior Secured Notes due February 18, 2029” (the “2029 Notes”), in an initial principal amount of $500,000,000, which such 2029 Notes, in part, will refinance and replace the “10.00% Senior Secured Notes due December 15, 2026” and certain of the “10.00% Senior Secured Notes due December 17, 2027”, in each case, issued under that certain Trust Indenture, dated as of December 15, 2021, between Parent, as issuer, and Trustee, as trustee, as supplemented by a First Supplemental Indenture dated as of December 21, 2021, a Second Supplemental Indenture dated as of December 8, 2023 and a Third Supplemental Indenture dated as of January 17, 2025 (as amended by the Fourth Supplemental Indenture and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with the Loan Agreement and the Indenture Intercreditor Agreement, the “Trust Indenture”).

2 170746.00003/157069377v.3 WHEREAS, the aggregate principal amount of the 2029 Notes issued under the Fourth Supplemental Indenture exceeds the aggregate principal amount permitted to be issued under the definition of Permitted Refinancing Indebtedness in the Loan Agreement, and, unless waived by Lender, will cause an Event of Default upon issuance of the 2029 Notes. WHEREAS, the Fourth Supplemental Indenture amends Section 6.10(b)(i) of the Trust Indenture as in effect on the Closing Date prior to the effectiveness of the Fourth Supplemental Indenture to reduce the capacity to incur Indebtedness constituting revolving credit loans violating Section 6.14(b)(vi) of the Loan Agreement that prohibits the Trust Indenture from reducing or eliminating the capacity to incur Indebtedness constituting Obligations to an amount less than $200,000,000. WHEREAS, the Fourth Supplemental Indenture amends the interest repayment terms from monthly to biannually, which such amendment, unless consented to by Lender, violates Section 6.14(b)(iii) of the Loan Agreement prohibiting changes to the repayment terms under the Trust Indenture. WHEREAS, the Fourth Supplemental Indenture amends Section 6.16 of the Trust Indenture as in effect on the Closing Date and prior to the effectiveness of the Fourth Supplemental Indenture to provide that, in certain circumstances and in accordance with the terms of the Trust Indenture and subject to the Intercreditor Agreement and Loan Agreement, the proceeds of any Asset Sale (as defined in the Trust Indenture) is required to be used to make an offer to repurchase or redeem a principal amount of Notes (as defined in the Trust Indenture) then outstanding. WHEREAS, Section 6.14(b)(vii) of the Loan Agreement prohibits changes to covenants under the Trust Indenture that render them more restrictive to a Loan Party, without Lender’s prior written consent or without reciprocally amending the Loan Agreement. WHEREAS, in connection with their entry into the Fourth Supplemental Indenture, the Parent and the Borrowers have requested that the Lender provide its consent to certain terms thereof, waive certain provisions in the Loan Agreement and amend certain terms of the Loan Agreement, in each case, as set forth herein, and the Lender is willing to make such consents, waivers and amendments pursuant to the terms and conditions set forth herein. NOW THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Lender and the Loan Parties hereby agree as follows: 1. Defined Terms. Capitalized terms used in this Amendment which are defined in the Loan Agreement shall have the same meanings as defined therein, unless otherwise defined herein. 2. Amendments. As of the date hereof, the Loan Agreement is hereby amended as follows: a. Section 6.2 of the Loan Agreement is amended to delete clause (n) thereof in its entirety and replace it with the following:

3 170746.00003/157069377v.3 “(n) [Reserved.]” b. Section 6.4(x) of the Loan Agreement is amended by changing “TWENTY-FIVE MILLION AND 00/100 DOLLARS ($25,000,000)” to “FIVE MILLION AND 00/100 DOLLARS ($5,000,000)”. c. The following new Section 7.13(v) is added to the Loan Agreement immediately following Section 7.13(iv): “In the event that a Loan Party (excluding Parent) receives cash or Cash Equivalents from a Subsidiary or Affiliate that is a not a Loan Party, whether as a dividend, distribution, return of capital, repayment or repurchase of Indebtedness, payment of interest, or otherwise or in connection with any sale or other disposition of Equity Interests in, or Indebtedness or other securities of, such Subsidiary or Affiliate, which such cash or Cash Equivalents is also subject to a Lien under the Indenture Documents or any Refinanced Indenture Documents, such cash or Cash Equivalents shall, to the extent not utilized in a manner permitted by the Loan Documents, shall be deposited in a Deposit Account maintained with Lender.” 3. Consent and Waiver. Subject to the satisfaction of the Conditions (as described and defined below), the Lender hereby consents to the following: (a) the aggregate principal amount of the 2029 Notes exceeding the amount permitted under the definition of Permitted Refinancing Indebtedness in an amount not to exceed $500,000,000; (b) the modifications to Section 6.10(b)(i) of the Trust Indenture as so amended pursuant to the terms of the Fourth Supplemental Indenture; and (c) the amendment to the repayment terms set forth in the Fourth Supplemental Indenture. Subject to the terms of the Intercreditor Agreement and the Loan Documents, the Lender confirms and agrees that the Asset Sale provisions as set out in Section 6.16 of the Trust Indenture are permitted and the proceeds of any such Asset Sale may be used to make an Asset Sale Offer (as defined in the Trust Indenture). Without limiting the generality of the foregoing, upon the satisfaction of the Conditions, the Lender hereby agrees that entry into the Fourth Supplemental Indenture will not violate any provision of the Loan Agreement or any of the other Loan Documents or otherwise result in an Event of Default thereunder. This consent is limited to the foregoing and is not, nor shall it be construed as, consent to any other transactions, including any that would constitute an Event of Default under the Loan Agreement or Loan Documents. Except as otherwise expressly provided in this Agreement, all of the provisions of the Loan Agreement and the other Loan Documents remain in full force and effect. 4. Conditions. The consent set forth above is conditioned upon the following (collectively the “Conditions”): a. Lender shall have received duly executed copies of the following, each in form and substance satisfactory to the Lender: (i) Fourth Supplemental Indenture, (ii) Note Exchange Agreement; (iii) the 2029 Notes; and (iv) the resolutions of the Parent and the Guarantors (as defined in the Fourth Supplemental Indenture) duly authorizing the issuance of the 2029 Notes, entry into this Agreement and execution and delivery of all documents and agreements required in connection with the issuance of the 2029 Notes;

4 170746.00003/157069377v.3 b. As of the date hereof and after giving effect to the issuance of the 2029 Notes and execution of the Fourth Supplemental Indenture, no Event of Default shall exist or have occurred and be continuing; and c. Lender shall have received (i) this Agreement, duly authorized, executed and delivered by Borrowers and Guarantors and the Lenders, and (ii) the Amendment and Reaffirmation of Intercreditor Agreement duly authorized, executed and delivered by the Loan Parties party thereto and Trustee; and d. Payment by the Loan Parties of any and all outstanding fees and expenses relating to the Loan Agreement and/or this Agreement, including, without limitation, attorney’s fees and expenses. 5. Additional Covenants. In order to induce the Lender to enter into this Agreement, the Loan Parties hereby promise to dissolve NPRC Management, LLC, an Arizona limited liability company (“NPRC”), within thirty (30) days following the earlier of (x) August 31, 2027, and (y) the date that NPRC pays all due and owing state and federal tax obligations in full (the “Dissolution Date”). Following any dissolution of NPRC, the Loan Parties shall promptly provide evidence of such dissolution to the Lender. If, by the Dissolution Date, NPRC has not dissolved, NPRC shall execute and deliver to the Lender a joinder to the Loan Agreement, the Guaranty, and Security Agreement and such other Loan Documents reasonably necessary to join NPRC as a Loan Party to the Loan Documents and grant and perfect first priority Lien in favor of Lender on the Property of NPRC, in each case, in form and substance satisfactory to Lender. From the date hereof and continuing through the date that NPRC is either dissolved or becomes a Loan Party under the Loan Documents in accordance herewith, NPRC shall not own any assets or conduct any operations. 6. Representations and Warranties. Each Loan Party hereby represents and warrants to the Lender as follows: (a) Each Loan Party has the requisite power and authority to execute this Agreement and to perform all of its obligations hereunder, and this Agreement has been duly executed and delivered by each Loan Party and constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms. (b) The execution, delivery and performance of this Agreement by each Loan Party has been duly authorized by all necessary corporate or limited liability company action and does not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to such Loan Party, or the organizational documents of such Loan Party, or (iii) result in a breach of or constitute a default under any indenture or loan or Loan Agreement or any other agreement, lease or instrument to which any Loan Party is a party or by which it or its properties may be bound or affected. (c) All of the representations and warranties contained in the Loan Documents are true and accurate in all material respects as of the date hereof, except to the extent that

5 170746.00003/157069377v.3 such representations and warranties relate solely to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. 7. Loan Documents Ratified. Upon the effectiveness of this Agreement (a) except as expressly modified hereby, no other changes or modifications to the Loan Agreement or the other Loan Documents are intended or implied and each shall remain in full force and effect in accordance with its respective provisions thereof on the date hereof, (b) in all other respects, the Loan Agreement and the other Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto, (c) the Loan Agreement and this Agreement shall be read and construed as one agreement, and (d) all references to the Loan Agreement in the Loan Agreement and the other Loan Documents shall be deemed to be references to the Loan Agreement, as modified hereby. 8. Release. Each Loan Party hereby (a) reaffirms that the Borrowers remain indebted to the Lender without defense, counterclaim or offset and no default or Event of Default has occurred or exists under the Loan Documents, (b) restates, and reaffirms, all of its covenants, representations and warranties set forth in the Loan Documents to the same extent as if fully set forth herein and hereby certifies that all such covenants, representations and warranties are true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty shall be true and correct in all respects) as of the date hereof, (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (c) acknowledges and warrants that it does not have any claims, actions or causes of action whatsoever in law or in equity against the Lender, its present or former officers, directors, employees, agents, successors, subsidiaries, related companies or attorneys (for the purpose of this paragraph, collectively referred to herein as the “Lender”) or any of them, in connection with or related to or arising from any and all transactions with a Lender, whether known or unknown, including, but not limited to, the loans from the beginning of the world to the date of this Agreement, and each Loan Party, for good and valuable consideration hereby waive, remise, release and discharge any and all rights with respect to such claims, additions or causes of action, if any. 9. Miscellaneous. (a) Costs and Expenses. Each Loan Party hereby reaffirms its agreement under the Loan Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including, without limitation, all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, each Loan Party specifically agrees to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Agreement and the documents and instruments incidental hereto. Each Loan Party hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by any Loan Party, make a loan to the Borrowers under the Loan Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses. (b) Counterparts. This Agreement may be executed in two or more counterparts and each executed copy shall constitute but one and the same instrument. Delivery by

6 170746.00003/157069377v.3 telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. The Lender may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. (c) Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. Each Loan Party hereby submits to the exclusive personal jurisdiction of the United States District Court for the District of Massachusetts or any state court sitting in The Commonwealth of Massachusetts in connection with any action, suit or proceeding Lender may at any time wish to file in connection with this Agreement; provided, that nothing in this Agreement shall affect the right of Lender to bring any action or proceeding relating to this Agreement against any Loan Party or its properties in the courts of any other jurisdiction in connection with the exercise of any of its rights under this Agreement. Each Loan Party hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court. In addition, each Loan Party agrees to service of process in any such suit being made upon it in accordance with Section 11.11 of the Loan Agreement. (d) CANNABIS LAWS. Section 12 of the Loan Agreement is hereby incorporated herein in its entirety, mutatis mutandis. [Signatures Appear on Following Page]

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] IN WITNESS WHEREOF, the parties have executed this First Amendment, Consent and Waiver to Amended and Restated Loan Agreement under seal as of the day and year first above written. PARENT: CURALEAF HOLDINGS, INC., a corporation incorporated under the Business Corporations Act (British Columbia) By: ________________________ Name: Ed Kremer Title: Chief Financial Officer BORROWERS: CURALEAF COLUMBIA, LLC, a Maryland limited liability company By: CURALEAF, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF CUYAHOGA FALLS, LLC, an Ohio limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF FLORIDA, LLC, a Florida limited liability company By: PALLIATECH FLORIDA, INC., its member- manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF MD, LLC, a Maryland limited liability company

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] By: CURALEAF, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF NEWARK LLC, an Ohio limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF OGT, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary FOCUSED EMPLOYER, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary MARYLAND COMPASSIONATE CARE AND WELLNESS, LLC, a Maryland limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary MI HEALTH, LLC, a Maryland limited liability company By: CURALEAF, INC., its member-manager By: ________________________

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] Name: Ed Kremer Title: Treasurer and Secretary GUARANTORS: ABSOLUTE HEALTHCARE, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President AES APPLICATIONS CB, LLC, an Illinois limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary AES COMPASSIONATE CARE LLC, a Pennsylvania limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary ALL REBEL ROCKERS, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President ARIZONA NATURES WELLNESS, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President AZCL1, INC., an Arizona corporation

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] By: ________________________ Name: Peter Clateman Title: Vice President BLOOM MASTER FUND I LLC, a Delaware limited liability company By: ________________________ Name: Peter Clateman Title: Manager BMF COPPER AGRICULTURAL SERVICES LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager BMF COPPER MANAGEMENT LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager BMF COPPER REAL ESTATE LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager BMF ORACLE AGRICULTURAL SERVICES LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] By: ________________________ Name: Peter Clateman Title: Manager BMF PHOENIX AGRICULTURAL SERVICES LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager BMF PHOENIX REAL ESTATE LLC, an Arizona limited liability company By: BMF PHEONIX AGRICULTURAL SERVICES LLC, its manager By: BLOOM MASTER FUND I, LLC, as manager of BMF PHOENIX AGRICULTURAL SERVICES LLC By: ________________________ Name: Peter Clateman Title: Manager CATALINA HILLS BOTANICAL CARE, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President CB HEALTH SERVICES LLC, a Pennsylvania limited liability company By: AES APPLICATIONS CB, LLC, its member- manager By: GR COMPANIES, INC., as the member- manager of AES APPLICATIONS CB, LLC By: ________________________ Name: Ed Kremer

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] Title: Treasurer and Secretary CENTRAL CITY MANAGEMENT LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager CFP SOLUTIONS LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager CLF AZ HOLDINGS, LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its member-manager By: ________________________ Name: Peter Clateman Title: Manager CLF AZ MANAGEMENT, LLC, an Arizona limited liability company By: CLF AZ, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CLF AZ SPV, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Secretary and Treasurer

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] CLF NY, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary COMPASS VENTURES INC., an Illinois corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURA AZ LLC, an Arizona limited liability company By: ________________________ Name: Luke Flood Title: Manager CURALEAF NJ II, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF JUSTICE 2ND SITE, LLC, an Illinois limited liability company By: JUSTICE 2ND SITE HOLDING COMPANY, LLC, its member-manager By: WCCC, LLC, as the member-manager of JUSTICE 2ND SITE HOLDING COMPANY, LLC By: WCCC HOLDINGS I, LLC, as the member- manager of WCCC, LLC

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] By: GR COMPANIES, INC., as the member- manager of WCCC HOLDINGS I, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF JUSTICE, LLC, an Illinois limited liability company By: JUSTICE DISPENSARY HOLDING COMPANY, LLC, its member-manager By: WCCC, LLC, as the member-manager of JUSTICE DISPENSARY HOLDING COMPANY, LLC By: WCCC HOLDINGS I, LLC, as the member- manager of WCCC, LLC By: GR COMPANIES, INC., as the member- manager of WCCC HOLDINGS I, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF MASSACHUSETTS, INC., a Massachusetts corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF MILFORD, INC., a Connecticut corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF NORTH SHORE, INC., a Massachusetts corporation By: ________________________

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] Name: Ed Kremer Title: Treasurer and Secretary CURALEAF NY, LLC, a New York limited liability company By: CLF NY, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF PA, LLC, a Delaware limited liability company By: CURALEAF, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF UT, LLC, a Delaware limited liability company By: CURALEAF, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF WORTH 2ND SITE, LLC, an Illinois limited liability company By: WORTH 2ND SITE HOLDING COMPANY, LLC, its member-manager By: WCCC, LLC, as the member-manager of WORTH 2ND SITE HOLDING COMPANY, LLC By: WCCC HOLDINGS I, LLC, as the member- manager of WCCC, LLC By: GR COMPANIES, INC., as the member- manager of WCCC HOLDINGS I, LLC By: ________________________

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] Name: Ed Kremer Title: Treasurer and Secretary CURALEAF WORTH, LLC, an Illinois limited liability company By: WORTH DISPENSARY HOLDING COMPANY, LLC, its member-manager By: WCCC, LLC, as the member-manager of WORTH DISPENSARY HOLDING COMPANY, LLC By: WCCC HOLDINGS I, LLC, as the member- manager of WCCC, LLC By: GR COMPANIES, INC., as the member- manager of WCCC HOLDINGS I, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] DESERT CREATED COMPANY LLC, a Delaware limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager DEVINE DESERT HEALING, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President DUBOIS WELLNESS CENTER LLC, a Pennsylvania limited liability company By: AES COMPASSIONATE CARE, LLC, its member-manager By: GR COMPANIES, INC., as the member- manager of AES COMPASSIONATE CARE, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary GR COMPANIES, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary GR HOLDINGS OH-ND, LLC, an Illinois limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] GR VENDING ND DISPENSARY 3, LLC, a North Dakota limited liability company By: GR HOLDINGS OH-ND, LLC, its member- manager By: GR COMPANIES, INC., as member-manager of GR HOLDINGS OH-ND, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary GR VENDING ND DISPENSARY 4, LLC, a North Dakota limited liability company By: GR HOLDINGS OH-ND, LLC, its member- manager By: GR COMPANIES, INC., as member-manager of GR HOLDINGS OH-ND, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary GR VENDING ND DISPENSARY 5, LLC, a North Dakota limited liability company By: GR HOLDINGS OH-ND, LLC, its member- manager By: GR COMPANIES, INC., as member-manager of GR HOLDINGS OH-ND, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] GR VENDING ND DISPENSARY 6, LLC, a North Dakota limited liability company By: GR HOLDINGS OH-ND, LLC, its member- manager By: GR COMPANIES, INC., as member-manager of GR HOLDINGS OH-ND, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary GR VENDING ND, LLC, a North Dakota limited liability company By: GR HOLDINGS OH-ND, LLC, its member- manager By: GR COMPANIES, INC., as member-manager of GR HOLDINGS OH-ND, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary GREENHOUSE GROUP, LLC, an Illinois limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary HEALING HEALTHCARE 3, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President INFINITE AUXILIARY LLC, a Delaware limited liability company By: BLOOM MASTER FUND I, LLC, its manager

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] By: ________________________ Name: Peter Clateman Title: Manager JUSTICE 2ND SITE HOLDING COMPANY, LLC, an Illinois limited liability company By: WCCC, LLC, its member-manager By: WCCC HOLDINGS I, LLC, as the member- manager of WCCC, LLC By: GR COMPANIES, INC., as the member- manager of WCCC HOLDINGS I, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary JUSTICE DISPENSARY HOLDING COMPANY LLC, an Illinois limited liability company By: WCCC, LLC, its member-manager By: WCCC HOLDINGS I, LLC, as the member- manager of WCCC, LLC By: GR COMPANIES, INC., as the member- manager of WCCC HOLDINGS I, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary K GROUP PARTNERS, LLC, an Arizona limited liability company By: ________________________ Name: Peter Clateman Title: Manager

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] LBA HOLDINGS LLC, a Pennsylvania limited liability company By: AES COMPASSIONATE CARE, LLC, its member-manager By: GR COMPANIES, INC., as the member- manager of AES COMPASSIONATE CARE, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary LEBANON WELLNESS CENTER LLC, a Pennsylvania limited liability company By: AES COMPASSIONATE CARE, LLC, its member-manager By: GR COMPANIES, INC., as the member- manager of AES COMPASSIONATE CARE, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary MAIN STREET MANUFACTURING LLC, a Delaware limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager NATURAL HERBAL REMEDIES, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] NATURAL REMEDY PATIENT CENTER, LLC, an Arizona limited liability company By: ________________________ Name: Peter Clateman Title: Manager PALLIATECH CT, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary PALLIATECH FLORIDA, INC., a Delaware corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary PHYTOTHERAPEUTICS OF TUCSON, LLC, an Arizona limited liability company By: ________________________ Name: Peter Clateman Title: Vice President PINAL COUNTY WELLNESS CENTER, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President PP WELLNESS CENTER, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President

[Signature Page to Waiver and Consent] SAN CRISTOBAL TRADING COMPANY LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: ________________________ Name: Peter Clateman Title: Manager WCCC HOLDINGS I, LLC, an Illinois limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary WCCC, LLC, an Illinois limited liability company By: WCCC HOLDINGS I, LLC, its member-manager By: GR COMPANIES, INC., as the member-manager of WCCC HOLDINGS I, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary WORTH 2ND SITE HOLDING COMPANY, LLC, an Illinois limited liability company By: WCCC, LLC, its member-manager By: WCCC HOLDINGS I, LLC, as the member- manager of WCCC, LLC By: GR COMPANIES, INC., as the member-manager of WCCC HOLDINGS I, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] WORTH DISPENSARY HOLDING COMPANY, LLC, an Illinois limited liability company By: WCCC, LLC, its member-manager By: WCCC HOLDINGS I, LLC, as the member- manager of WCCC, LLC By: GR COMPANIES, INC., as the member-manager of WCCC HOLDINGS I, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary ZONACARE, INC., an Arizona corporation By: ________________________ Name: Peter Clateman Title: Vice President AMSBURY HOLDINGS MEDICAL 2, INC., a Maine corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary AMSBURY HOLDINGS MEDICAL 3, INC., a Maine corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary CURALEAF GROTON, LLC, a Connecticut limited liability company By: GR COMPANIES, INC., its member-manager By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] CURALEAF HARTFORD, INC., a Connecticut corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary DESERET WELLNESS, LLC, a Utah limited liability company By: CURALEAF UT, LLC, its member-manager By: CURALEAF, INC., as the member-manager of CURALEAF UT, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary PRIMARY ORGANIC THERAPY, INC., a Maine corporation By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary PURE UT, LLC, a Utah limited liability company By: DESERET WELLNESS, LLC, its member- manager By: CURALEAF UT, LLC, as the member-manager of DESERET WELLNESS, LLC By: CURALEAF, INC., as the member-manager of CURALEAF UT, LLC By: ________________________ Name: Ed Kremer Title: Treasurer and Secretary THE KIND RELIEF, INC., an Arizona corporation

[Signature Page to First Amendment, Consent and Waiver to Amended and Restated Loan Agreement] By: ________________________ Name: Luke Flood Title: President WHOA QC, INC., an Arizona corporation By: ________________________ Name: Luke Flood Title: President

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