Curaleaf (OTCQX: CURLF) prices 11.50% senior secured notes due 2029

Rhea-AI Filing Summary

Curaleaf Holdings, Inc. is issuing US$500,000,000 of 11.50% Senior Secured Notes due February 18, 2029 under a Fourth Supplemental Indenture. The notes pay 11.50% interest semi-annually in U.S. dollars, starting August 18, 2026, and may be issued in additional tranches on the same terms.

Before August 18, 2027, Curaleaf can redeem up to 35% of the notes at par plus 100% of the coupon and accrued interest using net cash from qualifying equity offerings. From August 18, 2027, the notes are redeemable at 105.750% of principal, and at 100.000% from February 18, 2028 onward, plus accrued interest.

Insights

Corporate credit analyst

Curaleaf adds US$500M high‑coupon secured debt with flexible call options.

The company is issuing US$500,000,000 of 11.50% Senior Secured Notes due February 18, 2029. This Fourth Supplemental Indenture sits on top of an existing base indenture and confirms the notes as senior secured obligations with existing guarantees applying.

The coupon is relatively high, suggesting investors require meaningful compensation for credit and sector risk. Optional redemption terms allow Curaleaf to refinance or reduce debt, including a limited equity-funded redemption up to 35% of the series before August 18, 2027, and step-down call prices thereafter.

There are no mandatory sinking fund payments, though certain covenant triggers could force repurchase offers under the broader indenture. Actual impact on leverage, liquidity and interest coverage will depend on how the US$500,000,000 is deployed and how quickly Curaleaf might exercise its redemption options if capital markets conditions improve.

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 February, 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:			February 26, 2026			By:			/s/ Peter Clateman
						Name:			Peter Clateman
						Title:			Chief Legal Officer

EXHIBIT INDEX

Exhibit Number						Description
99.1						Fourth Supplemental Indenture - Senior Secured Notes Due 2029
99.2						Amended and Restated Loan Agreement - Needham Bank

FOURTH SUPPLEMENTAL INDENTURE DATED AS OF THE 18th DAY OF FEBRUARY 2026 BETWEEN CURALEAF HOLDINGS, INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF 11.50% SENIOR SECURED NOTES DUE FEBRUARY 18, 2029

THIS FOURTH SUPPLEMENTAL INDENTURE made as of the 18th day of February, 2026 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 (as amended and supplemented from time to time, the “Original Indenture”), dated as of December 15, 2021, providing for the issuance of Notes, as amended pursuant to a first amendment dated as of February 8, 2022 (the “First Amendment”), as supplemented by a first supplemental indenture dated as of December 21, 2021 (the “First Supplemental Indenture”), a second supplemental indenture dated as of December 8, 2023 (the “Second Supplemental Indenture”), and a third supplemental indenture dated as of January 17, 2025 (the “Third Supplemental Indenture” and together with the Original Indenture, the First Amendment, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Base Indenture”). AND WHEREAS Section 12.3(i) of the Base Indenture provides that the Issuer and the Trustee may from time to time amend or supplement the Base Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the Base Indenture. AND WHEREAS the Issuer has determined to create and issue a series of Notes to be designated Senior Secured Notes due 2029 (the “2029 Notes”) and to enter this fourth supplemental indenture (the “Fourth Supplemental Indenture” and together with the Base Indenture, the “Indenture”) with the Trustee to provide for such creation and issuance of the 2029 Notes. AND WHEREAS all necessary acts and proceedings have been done and taken and all necessary resolutions have been passed to authorize the execution and delivery of this Fourth Supplemental Indenture, to make the same effective and binding upon the Issuer, and to make the 2029 Notes, when certified by the Trustee and issued as provided in the Indenture, valid, binding and legal obligations of the Issuer with the benefit and subject to the terms of the Indenture.

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 2029 Notes as follows: ARTICLE 1 INTERPRETATION 1.1 To Be Read with Indenture This Fourth Supplemental Indenture is a supplemental indenture to the Base Indenture. The Base Indenture and the Fourth Supplemental Indenture will be read together and will have effect as though all the provisions of both indentures were contained in one instrument. If any terms of the Base Indenture are inconsistent with the express terms or provisions hereof, the terms of this Fourth Supplemental Indenture shall prevail to the extent of the inconsistency; provided, however, that the terms and provisions of this Fourth Supplemental Indenture may modify or amend the terms and provisions of the Base Indenture solely as applied to the 2029 Notes. 1.2 Definitions and Interpretation (1) In this Fourth Supplemental Indenture and in the 2029 Notes, except as otherwise defined herein or unless the context otherwise requires, all terms used but not defined in this Fourth Supplemental Indenture (including the recitals hereto) shall have the meanings specified in the Base Indenture. This Fourth Supplemental Indenture shall, unless otherwise required, be subject to the interpretation provisions contained in Article 1 of the Indenture. (2) When used in this Fourth Supplemental Indenture, the following terms shall have the following meanings: “2029 Notes” has the meaning set forth in the recitals. “Additional 2029 Notes” means any 2029 Notes issued under and pursuant to the terms of and subject to the conditions of the Indenture and this Fourth Supplemental Indenture after the Issue Date. “Initial 2029 Notes” means the US$500,000,000 aggregate principal amount of 2029 Notes issued by the Issuer on the Issue Date. “Interest Payment Date” means each of February 18 and August 18 of each year for so long as the 2029 Notes remain outstanding. “Interest Period” means the period commencing on the later of (a) the Issue Date and (b) the immediately preceding Interest Payment Date on which interest has been paid

and ending on the day immediately preceding the Interest Payment Date in respect of which interest is payable. “Issue Date” means for all purposes of the Indenture concerning the 2029 Notes, February 18, 2026. “Maturity Date” has the meaning given to it in Section 2.4. “Record Date” means, with respect to any Interest Payment Date, the immediately preceding February 1 or August 1, as applicable. 1.3 Amendments to Indenture. For the purposes of this Fourth Supplemental Indenture and solely with respect to the 2029 Notes issued and outstanding under the Indenture as of the Issue Date, the Base Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in Appendix A hereto. 1.4 Headings, Etc. The division of this Fourth Supplemental Indenture into Articles, Sections and paragraphs, the inclusion of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Fourth Supplemental Indenture. ARTICLE 2 ISSUE AND AUTHENTICATION OF THE 2029 NOTES 2.1 Issue of the 2029 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 “11.50% Senior Secured Notes due 2029” under this Fourth Supplemental Indenture. The 2029 Notes shall have the terms set forth in this Article 2 and be subject to the applicable provisions of the Indenture. 2.2 Aggregate Principal Amount The aggregate principal amount of 2029 Notes which may be issued under this Indenture is unlimited, provided, however, that the maximum principal amount of 2029 Notes initially issued hereunder on the Issue Date shall be US$500,000,000. The Issuer may, from time to time, without the consent of any existing Holders, but subject to the terms and conditions of the Indenture and this Fourth Supplemental Indenture, create and issue Additional 2029 Notes hereunder having the same terms and conditions as the 2029 Notes in all respects, except for the date of issuance, issue price and first payment of interest thereon; provided, further, that if any such Additional 2029 Notes are not fungible with the Initial 2029 Notes for U.S. federal income tax or securities law purposes, such Additional 2029 Notes shall

have one or more separate CUSIP numbers. Additional 2029 Notes so created and issued will be consolidated with and form a single series with the 2029 Notes. 2.3 Authentication The Trustee shall initially authenticate one or more uncertificated Global Notes and/or direct registration Notes for original issue on the Issue Date in an aggregate principal amount of US$500,000,000 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 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 2029 Notes for original issue. Except as provided in Section 6.11 of the Indenture, there is no limit on the amount of Additional 2029 Notes that may be issued hereunder. Each such Authentication Order shall specify the principal amount of the 2029 Notes to be authenticated and the date on which such 2029 Notes are to be authenticated. The aggregate principal amount of the 2029 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 2029 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 6.10 of the Indenture, and shall be entitled to rely on an Officers’ Certificate from the Issuer certifying such compliance for any Additional 2029 Notes so issued. 2.4 Date of Issue and Maturity Date The 2029 Notes will be issued on February 18, 2026 and the 2029 Notes will become due and payable, together with all accrued and unpaid interest thereon, on February 18, 2029 (the “Maturity Date”). 2.5 Interest (a) The 2029 Notes will bear interest on the unpaid principal amount thereof at the rate of 11.50% per annum from the Issue Date to, but excluding, the Maturity Date, compounded semi-annually and payable in arrears on each Interest Payment Date. The first Interest Payment Date for the Initial 2029 Notes will be August 18, 2026. (b) Interest will be payable in respect of each Interest Period (after, as well as before, the Maturity Date, default and judgment, with interest overdue on principal and interest at the applicable interest rate on the 2029 Notes) on each Interest Payment Date in accordance with Sections 2.12 and 2.15 of the Indenture. Interest on the 2029 Notes will accrue from the Issue Date or, if interest has already been paid, from and including the last Interest Payment Date therefor to which interest has been paid or made available for payment. Interest will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; except that interest in respect of any period that is shorter than a full semi-annual interest period will be

computed on the basis of a 365-day or 366-day year, as applicable, and the actual number of days elapsed in that period. 2.6 Optional Redemption (a) At any time prior to August 18, 2027, the Issuer may, on one or more occasions, redeem up to 35% of the aggregate principal amount of 2029 Notes issued under this Indenture (including any Additional 2029 Notes), upon not less than 15 days’ nor more than 60 days’ notice, at a Redemption Price equal to par plus 100% of the coupon plus accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) 2029 Notes in an aggregate principal amount equal to at least 65% of the aggregate principal amount of 2029 Notes issued under this Indenture (excluding any Additional 2029 Notes) remain outstanding immediately after the occurrence of such redemption (excluding 2029 Notes held by the Issuer or its Affiliates); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) Except pursuant to Section 2.6(a), the 2029 Notes will not be redeemable at the Issuer’s option prior to August 18, 2027. (c) At any time and from time to time on or after August 18, 2027, the Issuer may redeem all or a part of the 2029 Notes upon not less than 15 days’ nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2029 Notes redeemed, if any, to but excluding the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the periods indicated below: Year Percentage August 18, 2027 – February 17, 2028 105.750% February 18, 2028 and thereafter 100.000% (d) Unless otherwise specifically provided in this Section 2.6, the terms of Article 5 of the Indenture shall apply to the redemption of any 2029 Notes and in the event of any inconsistency, the terms of this Section 2.6 shall prevail. 2.7 Mandatory Redemption and Market Purchases (a) The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the 2029 Notes; provided, however, that the Issuer

may be required to offer to purchase the 2029 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 2029 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. 2.8 Form and Denomination of the 2029 Notes (a) The 2029 Notes will be issued at an issue price of $1,000 per $1,000 of principal amount (and integral multiples of $1,000). (b) Subject to Section 4.2(b) of the Indenture, the 2029 Notes will be issuable as Global Notes, substantially in the form set out in Appendix B hereto with such changes as may be required by the Depository and as required or permitted by the Indenture and this Fourth Supplemental 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 2029 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 the Depository 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. (c) The 2029 Notes have not been and will not be qualified for distribution to the public under Canadian securities laws and regulations, and all Notes will be bear (or, in the case of uncertificated Notes, shall be deemed to bear), unless otherwise directed by the Issuer, a legend substantially in the following form until the legend is no longer required under Applicable Securities Laws and regulations: UNLESS PERMITTED UNDER SECURITIES LEGISLATION IN CANADA, THE HOLDER OF THIS NOTE MUST NOT TRADE THIS NOTE IN CANADA BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER FEBRUARY 18, 2026. 2.9 Currency of Payment The principal of, and interest and premium (if any) on, the 2029 Notes will be payable in United States dollars. 2.10 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 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 2029 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 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 2029 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. 2.11 Appointment of Trustee (a) The Trustee will be the trustee for the 2029 Notes, subject to Article 11 of the Indenture.

(b) The Issuer initially appoints CDS to act as Depository with respect to the 2029 Notes. (c) 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 2029 Notes. The Issuer may change the Registrar, transfer agent, authentication agent, Paying Agent or Collateral Trustee for the 2029 Notes at any time and from time to time without prior notice to the Holders of the 2029 Notes. 2.12 Reference to Principal, Premium Interest, etc. Whenever this Indenture refers to, in any context, the payment of principal, , premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described hereunder, if applicable. 2.13 Transfer of Notes The Issuer shall, upon request for consent, approval or authorization from the Trustee for a transfer or exchange of 2029 Notes under the Indenture and for which all other requirements prescribed by this Indenture and other reasonable requirements of the Trustee have been satisfied, provide such consent approval or authorization (not to be unreasonably withheld) within 2 Business Days. ARTICLE 3 GUARANTEES 3.1 Existing Guarantees to Apply The Issuer hereby confirms to the Trustee that subject to the provisions of Section 13.2 of the Indenture, the Guarantees apply to the 2029 Notes issued hereunder. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 Confirmation of Indenture On the date hereof, the Base Indenture shall be supplemented in accordance with this Fourth Supplemental Indenture, and this Fourth 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 shall remain in full force and effect and is in all respects ratified and confirmed.

4.2 Acceptance of Trusts The Trustee hereby accepts the trusts in the 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 Fourth Supplemental Indenture. 4.3 Execution This Fourth 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 Fourth Supplemental Indenture by any party hereto by facsimile transmission or PDF shall be as effective as delivery of a manually executed copy of this Fourth Supplemental Indenture by such party. 4.4 Formal Date For the purpose of convenience, this Fourth Supplemental Indenture may be referred to as bearing the formal date of February 18, 2026, irrespective of the actual date of execution hereof. 4.5 Applicable Law This Fourth Supplemental Indenture and the 2029 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. 4.6 Further Assurances The parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Fourth Supplemental Indenture, and each party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to effect the purpose of the Indenture and this Fourth Supplemental Indenture and carry out its provisions. 4.7 Force Majeure Except for the payment obligations of the Issuer contained herein, neither the Issuer nor the Trustee shall be liable to the other, or held in breach of this Indenture, 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, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Fourth Supplemental Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under Section 4.7.

4.8 Trial by Jury The parties hereto hereby waive any right they may have to require a trial by jury of any proceeding commenced in connection herewith. [The remainder of this page is intentionally left blank]

[Signature Page to Fourth Supplemental Indenture] 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: (s) Boris Jordan Name: Boris Jordan Title: Chief Executive Officer Trustee ODYSSEY TRUST COMPANY By: (s) Rachel Wales Name: Rachel Wales Title: Senior Director, Corporate Trust By: (s) Amy Douglas Name: Amy Douglas Title: Managing Director, Corporate Trust

Appendix A Amended Original Indenture (see attached)

TRUST INDENTURE DATED AS OF THE 15th DAY OF DECEMBER, 2021 BETWEEN CURALEAF HOLDINGS, INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTES 150552542v1150552542

TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Meaning of “Outstanding” 36 1.3 Interpretation 37 1.4 Headings, Etc. 37 1.5 Statute Reference 38 1.6 Day not a Business Day 38 1.7 Applicable Law 38 1.8 Monetary References 38 1.9 Invalidity, Etc. 38 1.10 Language 38 1.11 Successors and Assigns 38 1.12 Benefits of Indenture 38 1.13 Accounting Terms; Changes in the Applicable Accounting Standards 39 1.14 Interest Act (Canada) 39 ARTICLE 2 THE NOTES 40 2.1 Issue and Designation of Notes; Ranking 40 2.2 Issuance in Series 40 2.3 Form of Notes 41 2.4 Execution, Authentication and Delivery of Notes 44 2.5 Non-Certificated Deposit 45 2.6 Registrar and Paying Agent 47 2.7 Paying Agent to Hold Money in Trust 47 2.8 Book Entry Only Notes 48 2.9 Global Notes 49 2.10 Interim Notes 49 2.11 Mutilation, Loss, Theft or Destruction 50 2.12 Concerning Interest 50 2.13 Payments of Amounts Due on Maturity 52 2.14 Legends on Notes 53 2.15 Payment of Interest 54 2.16 Record of Payment 55 2.17 Representation Regarding Third Party Interest 55 ARTICLE 3 TERMS OF THE 2026 NOTESINTENTIONALLY DELETED 55 3.1 Definitions 55 3.2 Creation and Designation of the 2026 Notes 56 3.3 Aggregate Principal Amount 56 3.4 Authentication 56 3.5 Date of Issue and Maturity 57 3.6 Interest 57 3.7 Optional Redemption 57 3.8 Mandatory Redemption and Market Purchases 58 3.9 Form and Denomination of the 2026 Notes 59 150552542v1150552542

3.10 Currency of Payment 59 3.11 Additional Amounts 59 3.12 Appointment of Trustee and Depository 61 3.13 Inconsistency 61 3.14 Reference to Principal, Premium, Interest, etc. 61 ARTICLE 4 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP 61 4.1 Register of Definitive Notes 61 4.2 Global Notes 62 4.3 Transferee Entitled to Registration 63 4.4 No Notice of Trusts 64 4.5 Registers Open for Inspection 64 4.6 Transfers and Exchanges of Notes 64 4.7 Charges for Registration, Transfer and Exchange 68 4.8 Ownership of Notes 69 4.9 Cancellation and Destruction 70 ARTICLE 5 REDEMPTION AND PURCHASE OF NOTES 70 5.1 Redemption of Notes 70 5.2 Places of Payment 70 5.3 Partial Redemption 70 5.4 Notice of Redemption 71 5.5 Qualified Redemption Notice 72 5.6 Notes Due on Redemption Dates 72 5.7 Deposit of Redemption Monies 73 5.8 Failure to Surrender Notes Called for Redemption 73 5.9 Cancellation of Notes Redeemed 74 5.10 Purchase of Notes for Cancellation 74 ARTICLE 6 COVENANTS OF THE ISSUER 75 6.1 Payment of Principal, Premium, and Interest 75 6.2 Existence 75 6.3 Payment of Taxes and Other Claims 75 6.4 Provision of Reports and Financial Statements 76 6.5 Designation of Restricted and Unrestricted Subsidiaries 77 6.6 Liens 79 6.7 Releases 79 6.8 Maintenance of Collateral 80 6.9 Restricted Payments 80 6.10 Incurrence of Indebtedness 85 6.11 Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries 89 6.12 Transactions with Affiliates 92 6.13 Future Note Guarantees 94 6.14 Business Activities 94 6.15 Repurchase at the Option of Holders – Change of Control 95 6.16 Repurchase at the Option of Holders – Asset Sales 97 6.17 Real Estate Mortgages and Filings 99 150552542v1150552542

6.18 Payments for Consent 100 6.19 Suspension of Covenants 100 ARTICLE 7 DEFAULT AND ENFORCEMENT 103 7.1 Events of Default 103 7.2 Acceleration of Maturity; Rescission, Annulment and Waiver 105 7.3 Collection of Indebtedness and Suits for Enforcement by Trustee 107 7.4 Trustee May File Proofs of Claim 107 7.5 Trustee May Enforce Claims Without Possession of Notes 108 7.6 Application of Monies by Trustee 108 7.7 No Suits by Holders 109 7.8 Unconditional Right of Holders to Receive Principal, Premium and Interest 110 7.9 Restoration of Rights and Remedies 110 7.10 Rights and Remedies Cumulative 110 7.11 Delay or Omission Not Waiver 111 7.12 Control by Holders 111 7.13 Notice of Event of Default 111 7.14 Waiver of Stay or Extension Laws 112 7.15 Undertaking for Costs 112 7.16 Judgment Against the Issuer 112 7.17 Immunity of Officers and Others 112 7.18 Notice of Payment by Trustee 112 7.19 Trustee May Demand Production of Notes 113 7.20 Statement by Officers 113 ARTICLE 8 DISCHARGE AND DEFEASANCE 113 8.1 Satisfaction and Discharge 113 8.2 Option to Effect Discharge, Legal Defeasance or Covenant Defeasance 114 8.3 Legal Defeasance and Discharge 115 8.4 Covenant Defeasance 115 8.5 Conditions to Legal or Covenant Defeasance 116 8.6 Application of Trust Funds 117 8.7 Repayment to the Issuer 118 8.8 Continuance of Rights, Duties and Obligations 118 ARTICLE 9 MEETINGS OF HOLDERS 118 9.1 Purpose, Effect and Convention of Meetings 118 9.2 Notice of Meetings 119 9.3 Chair 120 9.4 Quorum 121 9.5 Power to Adjourn 121 9.6 Voting 121 9.7 Poll 121 9.8 Proxies 122 9.9 Persons Entitled to Attend Meetings 122 9.10 Powers Cumulative 122 9.11 Minutes 122 150552542v1150552542

9.12 Instruments in Writing 123 9.13 Binding Effect of Resolutions 123 9.14 Evidence of Rights of Holders 123 ARTICLE 10 SUCCESSORS TO THE ISSUER AND THE RESTRICTED SUBSIDIARIES 124 10.1 Merger, Amalgamation, Consolidation or Sale of Assets 124 10.2 Vesting of Powers in Successor 126 ARTICLE 11 CONCERNING THE TRUSTEE 126 11.1 No Conflict of Interest 126 11.2 Replacement of Trustee 126 11.3 Rights and Duties of Trustee 127 11.4 Reliance Upon Declarations, Opinions, etc. 129 11.5 Evidence and Authority to Trustee, Opinions, etc. 129 11.6 Officers’ Certificates Evidence 131 11.7 Experts, Advisers and Agents 131 11.8 Trustee May Deal in Notes 131 11.9 Investment of Monies Held by Trustee 131 11.10 Trustee Not Ordinarily Bound 132 11.11 Trustee Not Required to Give Security 132 11.12 Trustee Not Bound to Act on Issuer’s Request 132 11.13 Conditions Precedent to Trustee’s Obligations to Act Hereunder 133 11.14 Authority to Carry on Business 133 11.15 Compensation and Indemnity 134 11.16 Acceptance of Trust 134 11.17 Anti-Money Laundering 134 11.18 Privacy 135 11.19 Knowledge of Trustee 135 ARTICLE 12 AMENDMENT, SUPPLEMENT AND WAIVER 136 12.1 Ordinary Consent 136 12.2 Special Consent 136 12.3 Without Consent 137 12.4 Form of Consent 138 12.5 Supplemental Indentures 138 ARTICLE 13 GUARANTEES AND SECURITY 139 13.1 Issuance of Guarantees 139 13.2 Release of Guarantees 141 13.3 Grant of Security 141 13.4 Further Assurances 142 13.5 After Acquired Collateral 142 13.6 Execution of Intercreditor Agreement 142 ARTICLE 14 NOTICES 143 14.1 Notice to Issuer 143 150552542v1150552542

14.2 Notice to Holders 143 14.3 Notice to Trustee 143 14.4 Mail Service Interruption 144 ARTICLE 15 MISCELLANEOUS 144 15.1 Copies of Indenture 144 15.2 Force Majeure 144 15.3 Waiver of Jury Trial 144 ARTICLE 16 EXECUTION AND FORMAL DATE 145 16.1 Execution 145 16.2 Formal Date 145 APPENDIX A FORM OF 2026 NOTE A-1 APPENDIX B FORM OF GUARANTEE BA-1 APPENDIX C FORM OF DECLARATION FOR REMOVAL OF LEGEND C-1 APPENDIX D INTERCREDITOR AGREEMENT TERMS D-1 150552542v1150552542

- 1 - THIS INDENTURE made as of the 15th day of December, 2021. 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 existing under the laws of the Province of Alberta authorized to carry on the business of a trust company in British Columbia (hereinafter called the “Trustee”). WITNESSETH THAT: WHEREAS the Issuer considers it desirable for its business purposes to create and issue Notes of one or more series from time to time in the manner and subject to the terms and conditions set forth in this Indenture from time to time. AND WHEREAS the Issuer, subject to the terms hereof, may issue Notes in an unlimited aggregate principal amount and as of the date hereof the Issuer has duly authorized the issuance of up to $425,000,000 in aggregate principal amount of its 8.00% Senior Secured Notes due December 15, 2026. NOW THEREFORE it is hereby covenanted, agreed and declared as set forth herein: ARTICLE 1 INTERPRETATION 1.1 Definitions In this Indenture (including the recitals hereto) and in the Notes, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings: “20262029 Notes” means the8.00the 11.50% Senior Secured Notes due December 15, 2026February 18, 2029 created and designated pursuant to Section 3.2the Fourth Supplemental Indenture. “Accounting Change” has the meaning set forth in Section 1.13. “Accounting Change Notice” has the meaning set forth in Section 1.13. “Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act. “Acquired Debt” means, with respect to any specified Person, Indebtedness of any other Person existing at the time such other Person is merged or amalgamated with or into or became a Subsidiary of such specified Person, regardless of whether such Indebtedness is incurred in 150552542v1150552542

- 2 - connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; “Additional Amounts” has the meaning set forth in Section 3.11(a)2.10(a) of the Fourth Supplemental Indenture. “Additional Notes” means Notes of any series (other than the Notes issued on the initial issue date of the relevant series of Notes and any Notes issued in exchange or in replacement (in whole or in part) for such initial Notes) issued under this Indenture in accordance with Section 2.2. “Advance Offer” has the meaning given to that term in Section 6.16(d). “Advance Portion” has the meaning given to that term in Section 6.16(d). “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” will have correlative meanings . “Affiliate Transaction” has the meaning given to that term in Section 6.12. “Applicable Accounting Standards” means, at any time, the accounting standards used to prepare the financial statements of the Issuer which as of the Issue Date, are International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as in effect in Canada from time to time, and which the Issuer may change to accounting principles generally accepted in the United States of America. “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of : (a) 1.0% of the Called Principal of the Note; and (b) the excess of: (i) the Discounted Value at such Redemption Date of the Remaining Scheduled Payments of the Note; over (ii) the Called Principal of the Note. “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depository that apply to such transfer or exchange. 150552542v1150552542

- 3 - “Applicable Securities Legislation” means, at any time, applicable securities laws (including rules, regulations, policies, instruments and blanket orders) in each of the provinces and territories of Canada and applicable U.S. securities laws. “Asset Sale” means: (a) the sale, conveyance or other disposition of any assets, other than a transaction governed by the provisions of Section 6.156.16 and/or Section 10.1 of this Indenture, and (b) the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries or the sale, transfer or other conveyance by the Issuer or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying shares or shares required to be owned by other Persons pursuant to applicable law). Notwithstanding the preceding, the following items will be deemed not to be Asset Sales : (a) any single transaction or series of related transactions that involves assets or other Equity Interests having a Fair Market Value of less than $105.0 million (for any fiscal year of the Issuer); (b) any (a) issuance or transfer of assets or Equity Interests between or among the Issuer and its Restricted Subsidiaries; , (b) issuance or transfer of assets or Equity Interests between or among Unrestricted Subsidiaries or (c) any issuance or transfer of assets or Equity Interests by an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary; (c) the sale or other disposition of cash or Cash Equivalents; ; (d) dispositions (including without limitation surrenders and waivers) of accounts or notes receivable or other contract rights in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy, insolvency or similar proceedings; ; (e) the trade or exchange by the Issuer or any Restricted Subsidiary thereof of any asset for any other asset or assets that is used or useable in a Permitted Business, including any cash or Cash Equivalents necessary in order to achieve an exchange of equivalent value; provided, however, that the Fair Market Value of the asset or assets received by the Issuer or any Restricted Subsidiary in such trade or exchange (including any such cash or Cash Equivalents) is at least equal to the Fair Market Value (as determined in good faith by the Board of Directors or an executive officer of the Issuer or such Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision) of the asset or assets disposed of by the Issuer or any Restricted Subsidiary pursuant to such trade or exchange; ; 150552542v1150552542

- 4 - (f) any sale, lease, conveyance or other disposition of (i) inventory, products, services or accounts receivable in the ordinary course of business, and (ii) any property or equipment that has become damaged, worn out or obsolete or pursuant to a program for the maintenance or upgrading of such property or equipment; ; (g) the creation of a Lien not prohibited by this Indenture and any disposition of assets resulting from the enforcement or foreclosure of any such Lien; ; (h) the disposition of assets that, in the good faith judgment of the Issuer, are no longer used or useful in the business of such entity; ; (i) a Restricted Payment or Permitted Investment that is otherwise permitted by or not otherwise prohibited by this Indenture; ; (j) leases or subleases in the ordinary course of business to third persons otherwise in accordance with or not otherwise prohibited by the provisions of this Indenture; ; (k) an issuance of Capital Stock by (a) a Restricted Subsidiary to the Issuer or to a Restricted Subsidiary of the Issuer; or (b) an Unrestricted Subsidiary to another Unrestricted Subsidiary or to the Issuer or a Restricted Subsidiary of the Issuer; (l) a surrender or waiver of contract rights or a settlement, release or surrender of contract, tort or other claims in the ordinary course of business; ; (m) foreclosure on assets or property; ; (n) any sale or other disposition of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (n) (o) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements and the transfer of assets as part of the consideration for Investment in a joint venture so long as the Fair Market Value of such assets is counted against the amount of Investments permitted pursuant to Section 6.96.9 of this Indenture; (o) (p) sales or dispositions in connection with Permitted Liens; (p) (q) sales or dispositions in respect of which the Issuer or a Restricted Subsidiary is required to pay the proceeds thereof to a third party pursuant to the terms of agreements or arrangements in existence as at the Issue Date; (q) (r) any sale, transfer or other disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such 150552542v1150552542

- 5 - acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (r) (s) any transaction undertaken or completed in connection with or as a result of the Reorganization; (s) (t) any issuance of Equity Interests by the Issuer or an Unrestricted Subsidiary; and (t) (u) sales or dispositions (i) acquired in an acquisition or other Investment, which are (x) not used or useful in the ordinary course or the principal business of the Issuer and its Restricted Subsidiaries or (y) non-core assets or assets that are surplus or unnecessary to the business or operations of the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or (ii) made in connection with the approval of any applicable antitrust authority or to the extent necessary or advisable under any cannabis related legislation or otherwise necessary or advisable in the good faith determination of the Issuer to consummate any acquisition. For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected . Notwithstanding anything to the contrary in this Indenture, in no event shall the Issuer or any Restricted Subsidiary be permitted to (i) transfer or dispose of any assets (including, without limitation, any cash and Cash Equivalents, proceeds from the issuance of Notes and any other incurrence of Indebtedness) or Equity Interests to any European Subsidiary in an aggregate Fair Market Value in excess of $25.0 million (unless such transfer or disposition constitutes a Restricted Payment permitted pursuant to Sections 6.9(a) or 6.9(b)(iii), or a Permitted Investment that is permitted pursuant to the proviso at the end of the definition of “Permitted Investments”), (ii) transfer or dispose of material intellectual property to any Subsidiary or Affiliate of the Issuer that is not a Guarantor or (iiiii) enter into any exclusive license with respect to material intellectual property owned by the Issuer or any Restricted Subsidiary whereby it licenses such intellectual property on an exclusive basis to any Subsidiary or Affiliate of the Issuer that is not a Guarantor. “Asset Sale Offer” has the meaning given to that term in Section 6.16(d). “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including during any period for which such lease has been extended), calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with the Applicable Accounting Standards; provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation” . “Authentication Order” has the meaning given to that term in Section 2.4(c). 150552542v1150552542

- 6 - “Bankruptcy Law” means the BIA, the CCAA and the Winding Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes, any other applicable insolvency, winding-up, dissolution, restructuring, reorganization, liquidation, or other similar law of any jurisdiction, and any law of any jurisdiction (including any corporate law relating to arrangements, reorganizations, or restructurings) permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it . “Base Indenture” means this indenture dated as of December 15, 2021, as amended and supplemented from time to time prior to the Issue Date for the 2029 Notes. “Beneficial Holder” means any Person who holds a beneficial interest in a Global Note as shown on the books of the Depository or a Participant . “BIA” means the Bankruptcy and Insolvency Act (Canada) as now and hereinafter in effect, or any successor statute. “Board of Directors” means: (a) with respect to a corporation, the board of directors of the corporation or a duly authorized committee thereof; (b) with respect to a partnership, the board of directors of the general partner of the partnership; and (c) with respect to any other Person, the board, committee or governing body of such Person serving a similar function. “Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors of the Issuer and to be in full force and effect on the date of such certification. “Book Entry Only Notes” means Notes of a series which, in accordance with the terms applicable to such series, are to be held only by or on behalf of the Depository . “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of Vancouver, British Columbia are authorized or required by law, regulation or executive order to remain closed . “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to an optional redemption . “Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a statement of financial position in accordance with the Applicable Accounting Standards as in effect on December 31, 2018, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty .finance lease . 150552542v1150552542

- 7 - “Capital Stock” means: (a) in the case of a corporation, corporate stock or shares; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock . “Cash Equivalents” means: (a) United States or Canadian dollars or, in an amount up to the amount necessary or appropriate to fund local operating expenses, other currencies; (b) securities issued or directly and fully guaranteed or insured by the government of the United States or Canada or any agency or instrumentality thereof (provided that the full faith and credit of the United States or Canada, as the case may be, is pledged in support of such securities), maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition; (c) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any commercial bank organized under the laws of the United States, Canada or any other country that is a member of the Organization for Economic Cooperation and Development; (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper having one of the two highest ratings obtainable from any of (i) Moody’s, (ii) Standard & Poor’s or (iii) DBRS, and in each case maturing within one year after the date of acquisition; (f) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, any province or territory of Canada, or by any political subdivision or other authority thereof, rated at least “A” by Moody’s or Standard & Poor’s or, with respect to any province or territory of Canada, the 150552542v1150552542

- 8 - equivalent thereof by DBRS, and in each case having maturities of not more than one year from the date of acquisition; and (g) money market funds, of which at least a majority of the assets constitute Cash Equivalents of the kinds described in clauses (a) through (f) of this definition. “CCAA” means the Companies Creditors Arrangement Act (Canada) as now and hereinafter in effect, or any successor statute . “CDS” means CDS Clearing and Depository Services Inc. and its successors. “Change of Control” means the occurrence after the Issue Date of any one or more of the following events : (a) the sale, lease, exchange or other transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole; (b) any Person or group of Persons, acting jointly or in concert, becomes the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer; or (c) the adoption of a plan relating to the liquidation or dissolution of the Issuer which is not permitted by Section 10.1. For purposes of this definition, (i) a beneficial owner of a security includes any Person or group of persons who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (A) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (B) investment power, which includes the power to dispose of, or to direct the disposition of, such security; (ii) a Person or group of Persons shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until the consummation of the transactions contemplated by such agreement; and (iii) to the extent that one or more regulatory approvals are required for any of the transactions or circumstances described in clauses (a), (b) or (c) above to become effective under applicable law and such approvals have not been received before such transactions or circumstances have occurred, such transactions or circumstances shall be deemed to have occurred at the time such approvals have been obtained and become effective under applicable law . Notwithstanding anything to the contrary in thethis Indenture, the transactions undertaken or completed in connection with or as a result of the Reorganization shall not, for any purposes hereof, constitute a Change of Control. “Change of Control Offer” has the meaning given to that term in Section 6.15(a). “Change of Control Payment” has the meaning given to that term in Section 6.15(a). “Change of Control Payment Date” has the meaning given to that term in Section 6.15(a). “Collateral” means all Property of the Issuer and the Guarantors, whether now owned or hereafter acquired, in which Liens are, from time to time, granted to the Collateral Trustee to 150552542v1150552542

- 9 - secure the Obligations of the Issuer and the Guarantors pursuant to the Notes and the Guarantees; provided that the Collateral shall not include the Excluded Property. “Collateral Trustee” means Odyssey Trust Company as “Trustee” under this Indenture and any successor trustee or agent appointed thereunder. “Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus : (a) an amount equal to any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus (b) all extraordinary, unusual or non-recurring items of loss or expense to the extent deducted in computing such Consolidated Net Income; plus (c) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (d) Consolidated Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Consolidated Fixed Charges were deducted in computing such Consolidated Net Income; plus (e) depreciation, depletion, amortization (including amortization of intangibles and deferred financing costs but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus (f) severance costs, restructuring costs, asset impairment charges, litigation and acquisition transition services costs, provided that in each case such costs or charges were deducted in calculating Consolidated Net Income for such period; plus (g) all expenses related to restricted stock and redeemable stock interests granted to officers, directors and employees, to the extent such expenses were deducted in computing such Consolidated Net Income; minus (h) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; 150552542v1150552542

- 10 - in each case, on a consolidated basis and determined in accordance with the Applicable Accounting Standards . Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Consolidated Fixed Charges of and the depreciation, depletion and amortization and other non-cash expenses of, a Restricted Subsidiary of the Issuer will be added to Consolidated Net Income to compute Consolidated EBITDA of the Issuer (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Issuer and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed, directly or indirectly, to the Issuer by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders. “Consolidated Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Consolidated Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than the incurrence or repayment of revolving credit borrowings, except to the extent that a repayment is accompanied by a permanent reduction in revolving credit commitments) or issues, repurchases or redeems Disqualified Stock subsequent to the commencement of the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Consolidated Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period; provided that, in the event that the Issuer shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to Section 6.10(a) and in part pursuant to one or more clauses of the definition of “Permitted Debt” (other than in respect of Section 6.10(b)(xiii)), any calculation of Consolidated Fixed Charges pursuant to this definition on such date (but not in respect of any future calculation following such date) shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, defeasance or other acquisition, retirement or discharge of Indebtedness from the proceeds thereof) to the extent Incurred pursuant to any such other clause of the definition of “Permitted Debt” on such date. In addition, for purposes of calculating the Consolidated Fixed Charge Coverage Ratio: (a) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, amalgamations or consolidations, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four- quarter reference period, and Consolidated EBITDA for such reference period will be calculated on a pro forma basis in good faith on a reasonable basis 150552542v1150552542

- 11 - by a responsible financial or accounting Officer of the Issuer; provided, that such Officer may in his discretion include any pro forma changes to Consolidated EBITDA, including any pro forma reductions of expenses and costs, that have occurred or are reasonably expected by such Officer to occur; (b) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with the Applicable Accounting Standards, will be excluded; (c) the Consolidated Fixed Charges attributable to discontinued operations, as determined in accordance with the Applicable Accounting Standards, will be excluded, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; (d) Consolidated Fixed Charges attributable to non-recurring charges associated with any premium or penalty paid, write-offs of deferred financing costs (including unamortized original issue discount) or other financial recapitalization changes in connection with redeeming or retiring any Indebtedness prior to its maturity, will be excluded; and (e) Consolidated Fixed Charges attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate will be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period. “Consolidated Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of : (a) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including amortization of debt issuance costs and original issue discount (provided, however, that any amortization of bond premium will be credited to reduce Consolidated Fixed Charges unless pursuant to the Applicable Accounting Standards, such amortization of bond premium has otherwise reduced Consolidated Fixed Charges), non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus (b) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 150552542v1150552542

- 12 - (c) any interest expense actually paid on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries; in each case, on a consolidated basis and in accordance with the Applicable Accounting Standards . “Consolidated Indebtedness” means at any time the aggregate stated balance sheet amount of all Indebtedness of the Issuer and the Restricted Subsidiaries determined on a consolidated basis plus, to the extent not included in Indebtedness, any Indebtedness of the Issuer and the Restricted Subsidiaries in respect of receivables sold or discounted (other than to the extent they are sold on a non-recourse basis). “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with the Applicable Accounting Standards; provided that: (a) the Net Income or loss of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary thereof; (b) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders; (c) the cumulative effect of a change in accounting principles will be excluded; (d) solely for the purpose of determining the amount available for Restricted Payments under Section 6.9(a)(C)(1) the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition will be excluded; (e) to the extent deducted in the calculation of Net Income, any non-recurring charges associated with any premium or penalty paid, write-offs of deferred financing costs (including unamortized original issue discount) or other financial recapitalization changes in connection with redeeming or retiring any Indebtedness prior to its maturity will be added back to the calculation of Consolidated Net Income; (f) any asset impairment write downs under the Applicable Accounting Standards will be excluded; 150552542v1150552542

- 13 - (g) unrealized gains and losses due solely to fluctuations in currency values and the related tax effects according to the Applicable Accounting Standards will be excluded; and (h) unrealized losses and gains under Hedging Obligations included in the determination of Consolidated Net Income, will be excluded. “Consolidated Net Tangible Assets” means, with respect to any Person as of any date of determination, the amount which, in accordance with the Applicable Accounting Standards, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated statement of financial position of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with the Applicable Accounting Standards. “Consolidated Secured Indebtedness” means at any time the aggregate stated balance sheet amount of all Consolidated Indebtedness that is secured by a Lien as of such date. “Counsel” means a barrister or solicitor or firm of barristers or solicitors retained or employed by the Trustee or retained or employed by the Issuer and reasonably acceptable to the Trustee. “Covenant Defeasance” has the meaning given to that term in Section 8.4. “Credit Agreement” initially means the Amended and Restated Loan Agreement dated October 10, 2025, by and among, inter alios, Curaleaf Florida, LLC, Maryland Compassionate Care and Wellness, LLC, Curaleaf MD, LLC, Curaleaf Columbia, LLC, MI Health, LLC, Curaleaf OGT, Inc., Curaleaf Newark, LLC, Curaleaf Cuyahoga Falls, LLC, and Focused Employer, Inc., as borrowers, the guarantors party thereto from time to time, and Needham Bank, as lender, (the “Existing Credit Agreement”) and including any related pledges, guarantees, security documents, instruments and agreements executed from time to time in connection therewith, and in each case as may be amended, modified, restated, renewed, replaced or refinanced or otherwise modified from time to time, including any replacement Credit Facility agreement thereof and/or extending the maturity of, refinancing, replacing or otherwise restructuring any of the foregoing or adding Subsidiaries as replacement or additional borrowers or guarantors. “Credit Facilities” and “Credit Facility” means one or more commercial credit facilities with commercial banks, providing for revolving credit loans, provided that the interest rate applicable to such revolving credit loans shall be lower than the interest rate applicable to the Notes, in each case, as amended, restated, modified, renewed, refinanced or replaced in whole or in part from time to time. “Credit Facility Agent” means, as applicable, the single lender and/or the agent or trustee for the lenders and other secured parties under any Credit Facility from time to time. “Credit Facility Documents” means the credit agreementeach Credit Agreement and all other loan documents, security documents, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, any applicable Credit Facility, as such 150552542v1150552542

- 14 - documents, instruments and agreements may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time. “Credit Facility Obligations” means all Obligations incurred or arising under any Credit Facility Documents. “DBRS” means, collectively, DBRS Limited, DBRS, Inc. and DBRS Ratings Limited or any successor ratings agency thereto. “deemed year” has the meaning given to that term in Section 2.12(f). “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. “Defeased Covenant” has the meaning given to that term in Section 8.4. “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Sections 4.2(b) and 4.6 hereof, substantially in the form set out in the Supplemental Indenture providing for the relevant series of Notes, except that such Note will not bear the Global Note Legend. “Depository” means CDS and such other Person as is designated in writing by the Issuer and acceptable to the Trustee to act as depository in respect of any series of Book Entry Only Notes. “Description of Notes” means the Section of the Offering Memorandum titled “Description of the Notes”. “Designated Rating Organization” means any of Standard & Poor’s, Moody’s, DBRS and Fitch . “DIP Financing” means either the Issuer or any Guarantor obtaining post-petition financing (including on a priming basis) from any holder of Credit Facility Obligations or any other third party consented to by the Credit Facility Lenders. “Discounted Value” means, with respect to the Called Principal of any Notes, the amount obtained by discounting, on a semi- annual basis, all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the date of calculation of the Redemption Price with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal . “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute 150552542v1150552542

- 15 - Disqualified Stock solely because the holders thereof have the right to require the Issuer or a Restricted Subsidiary thereof to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer or a Restricted Subsidiary thereof may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.9. The term “Disqualified Stock” will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Issuer and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends . “EDGAR” means the Electronic Data Gathering, Analysis and Retrieval System. “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). “Equity Offering” means (i) a public or private offer and sale of Capital Stock (other than (a) Capital Stock made to any Subsidiary, (b) Disqualified Stock or (c) equity securities issuable under any employee benefit plan of the Issuer) of the Issuer to any Person (other than a Subsidiary of the Issuer) or (ii) a contribution to the equity capital of the Issuer by any Person (other than a Subsidiary of the Issuer). “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, Inc. “Event of Default” has the meaning given to that term in Section 7.1 and any other event defined as an “Event of Default” in this Indenture. “Excess Proceeds” has the meaning given to that term in Section 6.16(d). “Excluded Holder” has the meaning given to that term in Section 3.11(a)2.10(a) of the Fourth Supplemental Indenture. “Excluded Property” means (i) except as contemplated by the Section 6.17, all owned and leased real Property and any leasehold interest in real Property (including, without limitation, the last day of the term of any lease of real Property), except to the extent a security interest therein can be perfected by filing a PPSA financing statement or an “all assets” UCC financing statement, (ii) any motor vehicle, airplane or other asset subject to a certificate of title (other than to the extent a security interest therein can be perfected by filing a PPSA financing statement or an “all assets” UCC financing statement and without the requirement to list any VIN, serial or similar number), (iii) any letter of credit right (other than to the extent such right can be perfected by filing a PPSA financing statement or an “all assets” UCC financing statement) and commercial tort claims, (iv) any governmental or regulatory licenses, authorizations, certificates, charters, franchises, approvals, consents or other Property (whether federal, state, provincial, 150552542v1150552542

- 16 - territorial or otherwise) to the extent a security interest therein is prohibited or restricted thereby or requires any consent, acknowledgment or authorization from a governmental authority not obtained (without any requirement to obtain such consent, acknowledgment or authorization) other than to the extent such prohibition, restriction or requirement is ineffective under the UCC, PPSA or other applicable law and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or PPSA notwithstanding such prohibition, (v) chattel paper, documents of title (and documents for purposes of the UCC), goods, instruments, intangibles (or general intangibles for purposes of the UCC), money, investment property and other Property to the extent the pledge thereof or grant of security interests therein (a) is prohibited or restricted by any applicable law, rule or regulation or would require any consent, approval or authorization of any governmental or regulatory authority not obtained (without any requirement to obtain such any consent, approval or authorization) (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or PPSA notwithstanding such prohibition), (b) would cause the destruction, invalidation or abandonment of such asset under applicable law, or (c) is prohibited by any contract or would require any consent, approval, license or other authorization of any third party (other than Issuer or its Restricted Subsidiaries) (provided that such requirement existed on the Issue Date or at the time of the acquisition of such asset, as applicable, and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or governmental or regulatory authority not obtained (without any requirement to obtain such consent, approval, license or other authorization), in each case, other than to the extent such prohibition or restriction is ineffective under the UCC or PPSA, (vi) margin stock, (vii) Equity Interests in any Person (other than a Restricted Subsidiary) that is not a wholly owned Restricted Subsidiary of the Issuer or a Guarantor, provided that, in the case of a Person that is not organized under the laws of the United States (or any State thereof or the District of Columbia), no more than 65% of such Equity Interests, (viii) Equity Interests in Immaterial Subsidiaries, Excluded Subsidiaries and Unrestricted Subsidiaries, (ix) any lease, license, sublicense or agreement (not otherwise subject to clause (v) above) or any Property that is subject to a capital lease, purchase money security interest or similar arrangement, to the extent that a grant of a security interest therein (a) would violate or invalidate such lease, license, sublicense or agreement or purchase money security interest or similar arrangement or create a right of termination in favor of any other party thereto (other than Issuer or any of its Restricted Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or PPSA (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or PPSA notwithstanding such prohibition) or (b) would require governmental or regulatory approval, consent or authorization not obtained (without any requirement to obtain such approval, consent or authorization), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or PPSA notwithstanding such prohibition, (x) (a) cash and Cash Equivalents, deposit, securities, commodities, commodities futures, futures accounts and other accounts, securities entitlements and related Property, except, in each case, (A) to the extent constituting identifiable proceeds of Collateral a security interest in which is perfected by the filing of an “all assets” UCC or PPSA financing statement or (B) to the extent received by a Guarantor from any Unrestricted Subsidiary (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, an Unrestricted Subsidiary and (b) any payroll accounts, any withholding tax and fiduciary accounts, and any 150552542v1150552542

- 17 - escrow accounts holding funds for the benefit of third parties (other than the Issuer or any of its Restricted Subsidiaries that is a Guarantor), (xi) any intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Lanham Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the Lanham Act, (xii) Property where the burden or cost (including any adverse tax consequences to the Issuer or any Restricted Subsidiary) of obtaining a security interest therein or perfection thereof exceeds the practical benefit to the Holders afforded thereby as reasonably determined between the Issuer, (xiii) any Property to the extent a security interest in such Property or perfection thereof would result in adverse tax consequences to the Issuer or any Restricted Subsidiary as determined by the Issuer in good faith, (xiv) any Property located in or governed by the law of any jurisdiction other than the United States or Canada (other than assets that can be perfected by the filing of a UCC or PPSA financing statement), including any intellectual property located or registered in a jurisdiction other than the United States or Canada, (xv) “consumer goods” as defined in the PPSA, and (xvi) any other exception set forth in the Security Documents. “Excluded Subsidiaries” means any Subsidiary of the Issuer (a) that is not organized under the laws of Canada (or any province or territory thereof) or under the laws of the United States (or any State thereof or the District of Columbia), (b) that has been formed in contemplation of an acquisition that has not yet been consummated, provided that following the consummation of such acquisition it ceases to legally exist or is dissolved in accordance with clause (c) of this definition, (c) which Issuer has decided to dissolve and the process of dissolution is completed within six (6) months of such entity becoming a Subsidiary of the Issuer, (d) that is not permitted to guarantee Indebtedness or grant a Lien on its assets as a result of a contractual obligation in effect on the Issue Date or the date of the acquisition of such Subsidiary or a requirement of law, or (e) any captive insurance Subsidiary. “Existing Indebtedness” means the aggregate amount of Indebtedness of the Issuer and its Restricted Subsidiaries (other than the Notes issued hereby and the related Guarantees) in existence on the Issue Date after giving effect to the application of the proceeds of (1) the Notes issued hereby and (2) any borrowings as of the Issue Date, until such amounts are repaid . “Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors or an executive officer of the Issuer, as the case may be pursuant to the applicable provisions of this Indenture, whose determination will be conclusive if evidenced by a Board Resolution or an Officers’ Certificate, as applicable . “Financial Reports” has the meaning set forth in Section 6.4(b). “Financial Term” has the meaning set forth in Section 1.13. “Fitch” means Fitch Ratings Inc. or any successor ratings agency thereto. 150552542v1150552542

- 18 - “Fourth Supplemental Indenture” means the fourth supplemental indenture dated as of the Issue Date relating to the creation and issue of the 2029 Notes. “Global Note Legend” means the legend set forth in Section 2.14(a), which is required to be placed on all Global Notes issued under this Indenture. “Global Notes” means certificates representing the aggregate principal amount of Notes issued and outstanding and held by, or on behalf of, a Depository . “Government Securities” means direct obligations of, or obligations guaranteed by, the federal government of Canada for the timely payment of which guarantee or obligations the full faith and credit of the federal government of Canada is pledged . “Guarantee” means, as to any Guarantor, a guarantee of the Indebtedness under this Indenture and the Notes. “Guarantor” means each Restricted Subsidiary that has delivered a guarantee under this Indenture on the Issue Date, and any other Person that becomes a Restricted Subsidiary (other than an Immaterial Subsidiary or an Excluded Subsidiary) or that otherwise executes and delivers a Guarantee to the Collateral Trustee . “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under : (a) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements with respect to interest rates; (b) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements with respect to commodity prices; (c) foreign exchange contracts, currency swap agreements and other agreements or arrangements with respect to foreign currency exchange rates; and (d) other agreements or arrangements designed to protect such Person or any Restricted Subsidiaries against fluctuations in interest rates, commodity prices or currency exchange rates. “Holder” means a Person in whose name a Note is registered . “Holders’ Request” means an instrument signed in one or more counterparts by the Holder or Holders of not less than 51% in aggregate principal amount of the outstanding Notes requesting the Trustee to take an action or proceeding permitted by this Indenture; provided that in the case of any action or proceeding permitted by this Indenture in respect of any particular series of outstanding Notes, “Holders’ Request” means an instrument signed in one or more counterparts by the Holder or Holders of not less than 51% in aggregate principal amount of the outstanding Notes of such series requesting the Trustee to take such action or proceeding. “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of the Issuer whose Consolidated Net Tangible Assets, as of that date, are less than 5% of the Issuer’s Consolidated 150552542v1150552542

- 19 - Net Tangible Assets; provided, that the Consolidated Net Tangible Assets of all Immaterial Subsidiaries, as of any such date, may not exceed 10% of the Issuer’s Consolidated Net Tangible Assets. “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness (and “Incurrence” and “Incurred” will have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Issuer and (2) neither the accrual of interest or dividends nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Consolidated Fixed Charges and Indebtedness of the Issuer or its Restricted Subsidiary as accrued . “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent : (a) in respect of borrowed money; (b) evidenced by bonds, Notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (c) in respect of banker’s acceptances; (d) in respect of Capital Lease Obligations and Purchase Money Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; (e) in respect of the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or a trade payable; (f) representing Hedging Obligations; or (g) all preferred stock issued by such Person, if such Person is a Restricted Subsidiary or the Issuer and is not a Guarantor. In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the 150552542v1150552542

- 20 - amount of such Indebtedness, and (y) to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person . Notwithstanding the foregoing, the following shall not constitute Indebtedness: (a) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such obligation is extinguished within five Business Days of its incurrence; (b) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment or earnout obligations based on the performance of the acquired or disposed assets, subordinated vendor takeback loan or similar obligations (other than guarantees of Indebtedness) customarily Incurred by any Person in connection with the acquisition or disposition of any assets, including Capital Stock, in an aggregate amount not to exceed $50.0 million (for any fiscal year of the Issuer); (c) any indebtedness that has been defeased in accordance with the Applicable Accounting Standards or defeased pursuant to the irrevocable deposit of cash or Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at maturity or redemption, as applicable, including all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness, and subject to no other Liens, and in accordance with the other applicable terms of the instrument governing such indebtedness; provided, however, if any such defeasance shall be terminated prior to the full discharge of the Indebtedness for which it was Incurred, then such Indebtedness shall constitute Indebtedness for all relevant purposes of this Indenture. The amount of any Indebtedness outstanding as of any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations described above, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and will be: (a) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and (b) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. “Indenture” means this indenture (including, for the avoidance of any doubt, the preamble and recitals hereto), as originally executed or as it may from time to time be supplemented, amended, restated, or otherwise modified in accordance with the terms hereof.the Base Indenture as supplemented by the Fourth Supplemental Indenture. “Indenture Obligations” means all Obligations of the Issuer and the Guarantors due or to become due under or in connection with this Indenture and the relevant series of Notes, including 150552542v1150552542

- 21 - under the Guarantees, owed to the Trustee and/or the Holders according to the terms hereof and thereof. “Initial 20262029 Notes” means the $425,000,000500,000,000 aggregate principal amount of 20262029 Notes issued by the Issuer on the Initial Issue Date. “Initial Issue Date” means the date on which the Initial 2026 Notes are originally issued under this Indenture, being December 15, 2021. “Insolvency Proceeding” means a bankruptcy, insolvency, receivership, liquidation, winding up, reorganization or similar proceeding. “Intercreditor Agreement” initially means anthe intercreditor agreement entered into, or to be entered into at the request of a Credit Facility Agent or at the request of the Issue,and subordination agreement dated November 6, 2024, by and among, inter alios, the Collateral Trustee and any Credit Facility Agent, to whichIssuer, the Subsidiaries of the Issuer and each Guarantor shall be party from time to time, in all cases on terms substantially in accordance with the terms described in Appendix D hereto. party thereto, the Trustee and Needham Bank, as amended, restated, supplemented, reaffirmed or otherwise modified from time to time (the “Existing Intercreditor Agreement”), together with any replacement thereof in connection with any Credit Facility that is on terms and conditions substantially similar to or any event not materially less favourable to the Trustee as the Existing Intercreditor Agreement or any other replacement thereof. “Interest Payment Date” means, for each series of Notes, a date specified in such series of Notes or the Supplemental Indenture providing for such series of Notes (or, in the case of the 20262029 Notes, as specified in Article 3Article 2 of the Fourth Supplemental Indenture) as the date on which an instalment of interest on such Notes shall become due and payable. “Investment Grade Rating” means a rating equal to or higher than : (a) “BBB-” (or the equivalent) from Standard & Poor’s; (b) “Baa3” (or the equivalent) from Moody’s; (c) “BBB(Low)” (or the equivalent) from DBRS; or (d) “BBB-” (or the equivalent) from Fitch . “Investment Grade Status” has the meaning given to that term in Section 6.19(a). “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, excluding commission, travel and similar advances to officers and employees made in the ordinary course of business and excluding accounts receivables created or acquired in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, 150552542v1150552542

- 22 - Equity Interests or other securities, together with all items that are or would be classified as investments on a statement of financial position prepared in accordance with the Applicable Accounting Standards. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person . “Issue Date” means the date the Notes are originally issued pursuant to this Indenture February 18, 2029 . “Issuer” means Curaleaf Holdings, Inc. and includes any successor to or of the Issuer, as permitted by the terms hereof. “Issuer Order” means an order or direction in writing signed by the President, Chief Executive Officer or Chief Financial Officer of the Issuer or any director of the Issuer. “Legal Defeasance” has the meaning given to that term in Section 8.3(a). “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, hypothec, hypothecation or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest therein and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction . “Listing” means the listing and posting for trading of the subordinate voting shares of the Issuer on the Toronto Stock Exchange, and transactions ancillary thereto. “LVTS” means the large value electronic money transfer system operated by the Canadian Payments Association and any successor thereto. “Material Adverse Effect” means any event or change that, individually or in the aggregate with other events or changes, is or would reasonably be expected to be, materially adverse to the business, operations, assets or financial condition of the Issuer and its Restricted Subsidiaries (taken as a whole); provided that a Material Adverse Effect shall not include an adverse effect resulting from a change: (i) that arises out of a matter that has been publicly disclosed by the Issuer or otherwise disclosed in writing by the Issuer to the Trustee prior to the date of this Indenture; (ii) that results from general economic, financial, currency exchange, interest rate or securities market conditions in Canada or the United States; or (iii) that is a result of any matter permitted by this Indenture or consented to in writing by the Trustee. 150552542v1150552542

- 23 - “Maturity” means, when used with respect to a Note of any series, the date on which the principal of such Note or an instalment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, Redemption Notice, notice of option to elect repayment or otherwise. “Maturity Account” means an account or accounts required to be established by the Issuer (and which shall be maintained by and subject to the control of the Paying Agent) for each series of Notes issued pursuant to and in accordance with this Indenture. “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with the Applicable Accounting Standards and before any reduction in respect of preferred stock dividends, excluding, however: (a) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (b) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss. “Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (a) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (b) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (c) amounts required to be applied to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or required to be paid as a result of such sale, (d) in the case of any Asset Sale by a Restricted Subsidiary of the Issuer, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Issuer or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Issuer or any Restricted Subsidiary thereof, and (e) appropriate amounts to be provided by the Issuer or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any adjustment or indemnification obligations associated with such Asset Sale, all as determined in accordance with the Applicable Accounting Standards; provided that (i) excess amounts set aside for payment of taxes pursuant to clause (b) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (ii) amounts initially held in reserve 150552542v1150552542

- 24 - pursuant to clause (e) no longer so held, will, in the case of each of subclause (i) and (ii), at that time become Net Proceeds. “Non-Recourse Debt” means Indebtedness that is Incurred or assumed by the Issuer or any of its Restricted Subsidiaries in respect of which a Lien is granted or intended to be granted by the Issuer or such Restricted Subsidiary, as the case may be, and which Indebtedness is incurred or assumed solely to finance the construction, development or acquisition of an asset or property (the “Non-Recourse Asset”) from a Person at arm’s length to the Issuer and its Restricted Subsidiaries; provided that : (a) such Indebtedness is incurred at the time of construction, development or acquisition of the Non- Recourse Asset (or within 120 days thereafter); and (b) the grantees of the Liens have no recourse whatsoever (other than recourse on an unsecured basis in respect of false or misleading representations or warranties and customary indemnities provided with respect to such financings or equity interests in Unrestricted Subsidiaries holding such Non-Recourse Assets) against any assets, properties or undertaking of the Issuer and its Restricted Subsidiaries; and (c) no guarantee of such Indebtedness is provided by the Issuer or any of its Restricted Subsidiaries. “Note Documents” means this Indenture, the Guarantees, the Security Documents and theeach Intercreditor Agreement, and all other documents, instruments and agreements governing or evidencing, or executed or delivered in connection with, this Indenture and the Notes, as such documents, instruments and agreements may be amended or supplemented from time to time. “Notes Obligations” means all Obligations incurred or arising under the Note Documents. “Notes” means the notes, debentures or other evidence of indebtedness of the Issuer issued and authenticated hereunder, or deemed to be issued and authenticated hereunder, and includes Global Notes and for greater certainty, the 20262029 Notes. “Obligations” means, in relation to any Indebtedness, any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing such Indebtedness . “Offering Memorandum” means the definitive offering memorandum dated December 13, 2021February 17, 2026 relating to the offering of the 20262029 Notes issued on the Initial Issue Date. “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Senior Vice-President or Vice-President of such Person. “Officers’ Certificate” means a certificate signed on behalf of the Issuer by at least two Officers of the Issuer, one of whom must be the principal executive officer, the principal financial officer 150552542v1150552542

- 25 - or the principal accounting officer of the Issuer, delivered to the Trustee that meets the requirements of this Indenture . “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Issuer) that meets the requirements of this Indenture . “Original U.S. Holder” means a U.S. Holder that is a Qualified Institutional Buyer and the original purchaser of the Notes from the Issuer and who delivered a U.S. QIB Agreement to the Issuer in connection with the Notes. “Participants” has the meaning given to that term in Section 4.2(d). “Paying Agent” has the meaning given to that term in Section 2.6(a). “Payment Default” has the meaning given to that term in Section 7.1(f)(i). “Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (i) such Person became a Restricted Subsidiary of the Issuer or (ii) such Person was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries; provided that on the date such Person became a Restricted Subsidiary of the Issuer or the date such Person was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries, as applicable, either: (a) immediately after giving effect to such transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Issuer or such Restricted Subsidiary, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 6.10(a); or (b) immediately after giving effect to such transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Consolidated Fixed Charge Coverage Ratio of the Issuer would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction. “Permitted Assets” means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities). “Permitted Business” means any business conducted or proposed to be conducted (as described in the Offering Memorandum, relating to the Offering of the 2029 Notes issued on the Issue 150552542v1150552542

- 26 - Date) by the Issuer and its Restricted Subsidiaries on the Issue Date and other businesses reasonably related, complimentary or ancillary thereto . “Permitted Debt” has the meaning given to that term in Section 6.10(b). “Permitted Investments” means: (a) any Investment in the Issuer or in a Restricted Subsidiary of the Issuer; (b) any Investment in Cash Equivalents; (c) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment: (i) such Person becomes a Restricted Subsidiary of the Issuer; or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer; ; (d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 6.16 of this Indenture or a sale or disposition of assets excluded from the definition of “Asset Sale”; (e) Hedging Obligations that are Incurred in the ordinary course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; ; (f) stock, obligations or securities received as a result of the bankruptcy, insolvency or reorganization of a Person or taken in settlement or other resolutions of claims or disputes or in satisfaction of judgments, and extensions, modifications and renewals thereof; ; (g) advances to customers or suppliers in the ordinary course of business that are, in conformity with the Applicable Accounting Standards, recorded as accounts receivable, prepaid expenses or deposits on the statement of financial position of the Issuer or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business; ; (h) any Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer; ; (i) loans or advances to officers and employees of the Issuer or any of its Subsidiaries made in the ordinary course of business, which, in the aggregate outstanding amount, do not at any time exceed $25.05.0 million; 150552542v1150552542

- 27 - (j) repurchases of, or other Investments in, the Notes; ; (k) advances, deposits and prepayments for purchases of any assets used in a Permitted Business, including any Equity Interests; ; (l) commission, payroll, travel, entertainment and similar advances to officers and employees of the Issuer or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with the Applicable Accounting Standards; ; (m) Guarantees issued in accordance with Section 6.10; 6.10 of this Indenture; (n) Investments existing on the Issue Date; ; (o) any Investment (ia) existing on the Issue Date, (iib) made pursuant to binding commitments in effect on the date of this Indenture or (iiic) that replaces, refinances or refunds any Investment described under either of the immediately preceding clauses (ia) or (iib); provided that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and not materially less favorable to the Issuer or any of its Restricted Subsidiaries than the Investment replaced, refinanced or refunded as determined in good faith by the Issuer; ; (p) Investments the payment for which consists solely of Capital Stock of the Issuer; ; (q) any Investment in any Restricted Subsidiary of the Issuer in connection with intercompany cash management arrangements or related activities; ; (r) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business or consistent with past practice; ; (s) performance guarantees made in the ordinary course of business or consistent with past practice; ; (t) Investments in the ordinary course of business or consistent with past practice consisting of the licensing or contribution of intellectual property pursuant to joint marketing or other business arrangements with other Persons; ; (u) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes; ; (v) any Investment acquired by the Issuer or any of its Restricted Subsidiaries; [Reserved]; 150552542v1150552542

- 28 - (w) an Investment in exchange for any other Investment or accounts receivable held by the Issuer or any Restricted Subsidiary in connection with or as a result of a bankruptcy, insolvency, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; ; (x) an Investment in satisfaction of judgments against other Persons; ; (y) any Investment in respect of share price guarantees for share consideration given by the Issuer or any of its Restricted Subsidiaries with respect to acquisitions prior to the Issue Date in an aggregate amount not to exceed $25.025 million; (z) any Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; (aa) any transaction undertaken or completed in connection with or as a result of the Reorganization; (bb) Investments required for an Unrestricted Subsidiary solely up to the amount reasonably necessary to obtain a state license required to engage in cannabis and marijuana related activities; and (cc) other Investments having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (bbcc) since the Issue Date, not to exceed the greater of (a) $50.0 35 million and (b) the amount equal to 0.3 multiplied by the aggregate amount of Consolidated EBITDA for the most recently completed twelve fiscal months of the Issuer for which the internal financial statements are available immediately preceding the date on which such Restricted Payment is made; provided, however, that with respect to any Investment, the Issuer may, in its sole discretion, allocate all or any portion of any Investment and later re-allocate all or any portion of any Investment, to one or more of the above clauses (a) through (bbcc) so that the entire Investment would be a Permitted Investment Investment; provided further that, notwithstanding anything to the contrary in this Indenture, in no event shall the Issuer or any Restricted Subsidiary (i) make any Investment in any European Subsidiary in excess of $25 million in the aggregate unless permitted pursuant to Section 6.9(a), Section 6.9(b)(iii) or clause (h) of this definition of “Permitted Investment”, (ii) make or own any Investment constituting any material intellectual property in any Person that is not a Guarantor or (iiiii) enter into any exclusive license with respect to material intellectual property owned by the Issuer or any Restricted Subsidiary whereby it licenses such intellectual property on an exclusive basis to any Subsidiary or Affiliate of the Issuer that is not a Guarantor. “Permitted Liens” means: 150552542v1150552542

- 29 - (a) first priority Liens securing Indebtedness incurred pursuant to Section 6.10(b)(i) and all related Obligations; (b) Liens securing Indebtedness incurred pursuant to Section 6.10(b)(ii) and all related Obligations; (c) Liens in favor of the Issuer or any Subsidiary; (d) Liens on property of a Person (i) existing at the time of acquisition thereof or (ii) existing at the time such Person is merged or amalgamated with or into or consolidated with the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to, and not in contemplation of, such merger, amalgamation or consolidation and do not extend to any assets other than those of the Person merged or amalgamated into or consolidated with the Issuer or the Restricted Subsidiary; (e) Liens on property existing at the time of acquisition thereof by the Issuer or any Restricted Subsidiary of the Issuer, provided that such Liens were in existence prior to, and not in contemplation of, such acquisition and do not extend to any property other than the property so acquired by the Issuer or the Restricted Subsidiary; (f) Liens securing the Notes issued on the Issue Date and the Guarantees; (g) Liens existing on the Issue Date; (h) Liens securing Non-Recourse Debt permitted by Section 6.10(b)(iv); (i) Liens securing Permitted Refinancing Indebtedness; provided that any such Lien is limited to all or part of the same property or assets that secured (or under the written agreement under which such original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property and assets that are the security for another Permitted Lien hereunder; (j) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that (i) the Incurrence of such Indebtedness was not prohibited by this Indenture and (ii) such defeasance or satisfaction and discharge is not prohibited by this Indenture; (k) Liens to secure Indebtedness permitted by Section 6.10(b)(iii) provided that any such Lien covers only the assets acquired, constructed, refurbished, installed, improved, deployed, refurbished, modified or leased with such Indebtedness; (l) Liens to secure Indebtedness that is Incurred for the purpose of financing all or any part of the purchase price or the cost of construction, development, expansion or improvement of the equipment or other property subject to such Liens; provided, however, that (i) the principal amount of any Indebtedness secured by such a Lien does not exceed 100% of such purchase price or cost, (ii) such Lien 150552542v1150552542

- 30 - does not extend to or cover any property other than such item of property or any improvements on such item of property and (iii) the incurrence of such Indebtedness is otherwise not prohibited by this Indenture; (m) Liens securing Hedging Obligations incurred in the ordinary course of business and not for speculative purposes; (n) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security or similar obligations; (o) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business; (p) Liens given to a public utility of any municipality or governmental or other public authority when required by such utility or authority in connection with the ownership of assets, provided that such Liens do not materially interfere with the use of such assets in the operation of the business; (q) reservations, limitations, provisos and conditions, if any, expressed in any original grant from the government of Canada of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada, provided they do not materially interfere with the use of such assets; (r) survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of Indebtedness, and which in the aggregate do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Issuer or any of its Restricted Subsidiaries; (s) servicing agreements, development agreements, site plan agreements, and other agreements with governmental authorities pertaining to the use or development of assets, provided each is complied with in all material respects and does not materially interfere with the use of such assets in the operation of the business; (t) judgment and attachment Liens, individually or in the aggregate, neither arising from judgments or attachments that gave rise to, nor giving rise to, an Event of Default, notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (u) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations, and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of 150552542v1150552542

- 31 - such bonds or obligations, in each case which are Incurred in the ordinary course of business; (v) bankers’ Liens and Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Issuer or any Subsidiary thereof on deposit with or in possession of such bank; (w) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense; (x) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by the Applicable Accounting Standards; (y) Liens arising from precautionary financing statements under the UCC or financing statements under a PPSA or similar statutes regarding operating leases, sales of receivables or consignments; (z) Liens of franchisors in the ordinary course of business not securing Indebtedness; (aa) Liens imposed by law, such as carriers’, warehousemen’s, repairmen’s, landlord’s, suppliers’, builders’ and mechanics’ Liens or other similar Liens, in each case, incurred in the ordinary course of business for sums not yet delinquent by more than 60 days or being contested in good faith, if such reserve or other appropriate provisions, if any, as shall be required by the Applicable Accounting Standards, shall have been made in respect thereto; (bb) Liens contained in purchase and sale agreements to which the Issuer or any of its Restricted Subsidiaries is the selling party thereto which limit the transfer of assets pending the closing of the transactions contemplated thereby; (cc) Liens that may be deemed to exist by virtue of contractual provisions that restrict the ability of the Issuer or any of its Subsidiaries from granting or permitting to exist Liens on their respective assets; (dd) Liens in favor of the Trustee as provided for in this Indenture on money or property held or collected by the Trustee in its capacity as Trustee; (ee) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by the Issuer or any of its Restricted Subsidiaries to the extent securing non-recourse debt or other Indebtedness of such Unrestricted Subsidiary or joint venture; (ff) Liens securing any insurance premium financing under customary terms and conditions, provided that no such Lien may extend to or cover any assets or property other than the insurance being acquired with such financing, the 150552542v1150552542

- 32 - proceeds thereof and any unearned or refunded insurance premiums related thereto; (gg) Liens securing inventories that are purchased on credit terms exceeding 90 days made in the ordinary course of business; (hh) Liens arising out of the conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (ii) non-exclusive licenses of intellectual property rights in the ordinary course of business; (jj) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement with respect to an acquisition; (kk) Liens in favour of the Collateral Trustee; or (ll) Liens not otherwise permitted by clauses (a) through (kk) of this definition which secure Indebtedness of the Issuer or any of its Restricted Subsidiaries not to exceed 3.0% of the Consolidated Net Tangible Assets of the Issuer at any one time outstanding. “Permitted Protective Actions” means any of the following: (a) to file a claim, proof of claim or statement of interest with respect to the Note Obligations in a manner that is consistent with the terms and conditions of the Intercreditor Agreement; provided that an Insolvency Proceeding has been commenced by or against the Issuer or any Guarantor or the respective Property; (b) to take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral pursuant to the Security Documents, so long as such action is (a) not adverse to the priority status in accordance with the Intercreditor Agreement of Liens on the Collateral securing the Credit Facility Obligations or the rights of the Credit Facility Agent or the holders of Credit Facility Obligations to exercise remedies and (b) is otherwise in accordance with the Intercreditor Agreement; (c) to file any responsive or defensive pleadings or other materials in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of the Holders, including any claims secured by the Collateral, if any, in each case accordance with the terms of the Intercreditor Agreement; (d) to vote on any plan of reorganization, plan of arrangement, proposal or similar plan in any Insolvency Proceeding in a manner that is consistent with the terms and conditions of the Intercreditor Agreement, file any proof of claim, make other filings and make any arguments and motions with respect to the Note Obligations and Collateral that may be asserted by an unsecured creditor so long as such 150552542v1150552542

- 33 - filings, arguments and motions do not violate and are not otherwise inconsistent with the Intercreditor Agreement; (e) to bid for or purchase Collateral at any private, judicial or public sale foreclosure of such Collateral (including any sale in any Insolvency Proceeding); provided that such bid may not include a “credit bid” in respect of any Credit Facility Obligations unless the net cash proceeds of such bid are sufficient to cause the discharge in full of the Credit Facility Obligations at the closing of such bid; and (f) to inspect or appraise the Collateral or receive information or reports concerning the Collateral in accordance with the Security Documents. “Permitted Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued (i) in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund for value, in whole or in part, or (ii) constituting an amendment, modification or supplement to or deferral or renewal of ((i) and (ii) each, a “Refinancing”) any other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that : (a) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Indebtedness so refinanced (plus all accrued and unpaid interest thereon and the amount of any premium necessary to accomplish such refinancing and fees and expenses incurred in connection therewith); (b) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced; (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes or the Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantees, as applicable, on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being Refinanced; and (d) if the Indebtedness being Refinanced is pari passu in right of payment with the Notes or any Guarantee, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Guarantee, as applicable. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, unlimited liability company, or government or other entity . “PPSA” means the Personal Property Security Act (British Columbia) and the regulations thereunder and the Securities Transfer Act, 2006 (British Columbia) and the regulations thereunder, in each case as from time to time in effect, provided, however, if validity, 150552542v1150552542

- 34 - attachment, perfection (or opposability), effect of perfection or non-perfection or priority of the Collateral Trustee security interests in any Collateral are governed by the personal property security laws or laws relating to movable property of any other jurisdiction (including but not limited to the UCC), the term “PPSA” shall mean such other personal property security laws or laws relating to movable property for the purposes of the provisions hereof relating to such validity, attachment, perfection (or opposability), effect of perfection or non-perfection or priority and for the definitions related to such provisions . “Premises” has the meaning given to that term in Section 6.17. “Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal, or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person . “Purchase Money Obligations” means Indebtedness of the Issuer and its Restricted Subsidiaries incurred for the purposes of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of Permitted Assets . “Qualified Institutional Buyer” means a “qualified institutional buyer” as such term is defined in Rule 144A under the U.S. Securities Act, that is also an Accredited Investor; “Qualifying Asset Sale” means an Asset Sale involving the sale of greater than 50% of the Equity Interests of Curaleaf International Holdings Limited, or any successor to or parent or holding company of Curaleaf International Holdings Limited, in any single transaction or series of related transactions. “Record Date” has the meaning given to such term in Section 2.12(d). “Redemption Date” has the meaning given to that term in Section 5.4. “Redemption Notice” has the meaning given to that term in Section 5.4. “Redemption Price” has the meaning given to that term in Section 5.1. “Registrar” has the meaning given to that term in Section 2.6(a). “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (i) 1.00% per annum plus (ii) the bid yield to maturity on such date compounded semi-annually which a non-callable non-amortizing U.S. Government nominal bond would be expected to carry if issued, in U.S. dollars in the United States, at 100% of its principal amount on such date with a term to maturity which most closely approximates the remaining term from such redemption date to June 15, 2023, as determined by the Issuer based on a linear interpolation of the yields represented by the arithmetic average of bids observed in the market place at or about 10:00 a.m. (Vancouver time), on the relevant date for each of the two outstanding non-callable non-amortizing U.S. Government nominal bonds which have the terms to maturity which most closely span the remaining term from such redemption date to June 15, 2023 of the Notes, where such arithmetic average is based in each case on the bids quoted to an independent investment dealer acting as agent of the Issuer by two independent registered members of the Investment 150552542v1150552542

- 35 - Industry Regulatory Organization of Canada selected by the Issuer (and acceptable to the Trustee, acting reasonably), calculated in accordance with standard practice in the industry . “Remaining Scheduled Payments” means, with respect to the Called Principal of any note, (i) the redemption price of such Called Principal at June 15, 2023 (such redemption price being set forth in the table appearing in Section 3.7(a), and (ii) all required payments of interest on such Called Principal that would be due after the date of calculation of the redemption price with respect to such Called Principal through and including June 15, 2023 if no payment of such Called Principal were made prior to its scheduled due date, provided that if such date of calculation of the redemption price is not a date on which interest payments are due to be made under the terms of such Notes, then the amount of the next succeeding interest payment will be reduced by the amount of interest accrued to such date of calculation of the redemption price and required to be paid on such date. “Reorganization” means any transaction or series of transactions pursuant to which (a) the Issuer would exchange or replace the Voting Stock it holds in Curaleaf, Inc. (or any parent company thereof or subsidiary thereof) for non-voting Capital Stock, (b) Voting Stock of Curaleaf, Inc. (or any parent company thereof or subsidiary thereof) would be issued to, or held by, a third-party investor (including, as applicable, through the exchange of Equity Interests held in the Issuer for such Voting Stock), and (iii) transactions ancillary thereto or with a view of implementing the foregoing or otherwise required to consummate or maintain the Listing; provided that, further to such transactions, the financial results of Curaleaf, Inc. (or such parent company or subsidiary thereof) would continue to be consolidated with the Issuer’s financial statements; and further provided that any transaction undertaken to unwind the aforementioned transaction, including any repurchase, exchange or transfer of the Voting Stock held by the third-party investor, shall be deemed to form part of the Reorganization. “Replacement Assets” means (i) non-current assets that will be used or useful in a Permitted Business or (ii) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business . “Reporting Failure” means the failure of the Issuer to furnish to the Trustee and each holder of Notes, within the time periods specified in Section 6.4 (after giving effect to any grace period specified under applicable Canadian securities laws), the annual reports, information, documents or other reports which the Issuer may be required to file with the Canadian Securities Administrators or similar governmental authorities, as the case the be, pursuant to such or similar applicable provisions . “Restricted Investment” means an Investment other than a Permitted Investment . “Restricted Payments” has the meaning given to that term in Section 6.9. “Restricted Notes” has the meaning set forth in Section 2.3(h). “Restricted Subsidiary” means any Subsidiary of a Person that is not designated as an Unrestricted Subsidiary . 150552542v1150552542

- 36 - “Reversion Date” has the meaning given to that term in Section 6.19(b). “Sale/Leaseback Transaction” means an arrangement relating to property owned by the Issuer or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or a Restricted Subsidiary leases it from such Person . “Security Documents” means all of the security agreements, pledges, collateral assignments, mortgages, deeds of hypothec, deeds of trust, trust deeds or other instruments from time to time evidencing or creating or purporting to create any Lien in favour of the Collateral Trustee for its benefit and for the benefit of the Trustee and the holders of the Notes, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time . “SEDAR+” means the System for Electronic DocumentData Analysis and Retrieval+. “Standard & Poor’s” means Standard & Poor’s Rating Service, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof. “Stated Maturity”, means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof . “Subordinated Indebtedness” means Indebtedness of the Issuer or a Guarantor that is contractually subordinated in right of payment, in any respect (by its terms or the terms of any document or instrument relating thereto), to the Notes or the Guarantee of such Guarantor, as applicable . “Subsidiary” means, with respect to any specified Person : (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or Trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). ; and (c) any other Person whose financial results are consolidated in the financial statements of that specified Person. 150552542v1150552542

- 37 - “Supplemental Indenture” means an indenture supplemental to this Indenture which may be executed, acknowledged and delivered for any of the purposes set out in Section 12.5. “Suspended Covenants” has the meaning given to that term in Section 6.19(a). “Suspension Period” has the meaning given to that term in Section 6.19(a). “Tax Act” means the Income Tax Act (Canada), and the regulations promulgated thereunder, as amended. “Taxes” means any present or future tax, duty, levy, impost, assessment or other government charge (including penalties, interest and any other liabilities related thereto, and for the avoidance of doubt, including any withholding or deduction for or on account of Tax) imposed or levied by or on behalf of a Taxing Authority . “Taxing Authority” means any government or any political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax. “THC” means tetrahydrocannabinol. “Trustee” means Odyssey Trust Company in its capacity as trustee under this Indenture and its successors and permitted assigns in such capacity. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Trustee’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. “United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia . “United States Taxes” has the meaning given to that term in Section 3.11(a)2.10(a) of the Fourth Supplemental Indenture. “Unrestricted Subsidiary” means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant contained in Section 6.5, and any Subsidiary of such Subsidiary . “U.S. Holder” means any (a) Holder that (i) is a U.S. Person, (ii) is in the United States, (iii) received an offer to acquire Notes while in the United States, or (iv) was in the United States at the time such Holder’s buy order was made or such Holder executed or delivered its purchase order or subscription agreement for the Notes or (b) Person who purchased the Notes on behalf of, or for the account or benefit of, a U.S. Person or any Person in the United States. 150552542v1150552542

- 38 - “U.S. Person” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act. “U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “U.S. QIB Agreement” has the meaning set forth in Section 2.3(h). “U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “U.S. Legend” has the meaning set forth in Section 2.3(h). “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person . “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one- twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness. 1.2 Meaning of “Outstanding” Every Note issued, authenticated and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.11 or the payment for redemption thereof shall have been set aside under Section 5.7, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or 150552542v1150552542

- 39 - Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, resolution, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall be so disregarded; and (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, to the satisfaction of the Trustee, the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its Subsidiaries. 1.3 Interpretation In this Indenture: (a) words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa; (b) all references to Articles and Appendices refer, unless otherwise specified, to articles of and appendices to this Indenture; (c) all references to Sections refer, unless otherwise specified, to sections, subsections or clauses of this Indenture; (d) words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them; (e) “this Indenture”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include the Guarantees, as applicable, and any and every Supplemental Indenture; (f) Unless otherwise defined terms that are used and defined in the UCC or the PPSA, as applicable, shall have the meanings given to them in the UCC or the PPSA, as the case may be. 1.4 Headings, Etc. 150552542v1150552542

- 40 - The division of this Indenture into Articles, Sections, subsections and paragraphs, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture. 1.5 Statute Reference Any reference in this Indenture to a statute is deemed to be a reference to such statute as amended, re-enacted or replaced from time to time. 1.6 Day not a Business Day In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the first Business Day thereafter with the same force and effect as if such action had been taken on such non Business Day and, in the case of any payments, no additional amounts shall accrue or be payable as a result of such delay. 1.7 Applicable Law This Indenture, the Notes and the Guarantees shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. 1.8 Monetary References Whenever any amounts of money (including the word “dollars” and the symbol “$”) are referred to herein, such amounts shall be deemed to be in lawful money of the United States of America unless otherwise expressed. 1.9 Invalidity, Etc. Each provision in this Indenture or in a Note is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof or thereof. 1.10 Language Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The parties hereto have required that this Indenture and all documents and notices related thereto be drawn up in English. 1.11 Successors and Assigns All covenants and agreements in this Indenture by the Issuer on its own behalf and on behalf of its Restricted Subsidiaries shall bind their respective successors and assigns, as applicable, whether expressed or not. 1.12 Benefits of Indenture 150552542v1150552542

- 41 - Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their respective successors or assigns hereunder, any Paying Agent, the Holders and the Trustee, any benefit or any legal or equitable right, remedy or claim under this Indenture. 1.13 Accounting Terms; Changes in the Applicable Accounting Standards (a) Each accounting term used in this Indenture, unless otherwise defined herein, has the meaning assigned to it under the Applicable Accounting Standards applied consistently throughout the relevant period and relevant prior periods. (b) If there occurs a material change in the Applicable Accounting Standards after the Initial Issue Date, and such change would require disclosure under the Applicable Accounting Standards in the financial statements of the Issuer and would cause an amount required to be determined for the purposes of any of the financial calculations or financial terms under this Indenture (each a “Financial Term”) to be materially different than the amount that would be determined without giving effect to such change, the Issuer shall notify the Trustee of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the Issuer’s current and immediately prior year’s financial statements in accordance with the Applicable Accounting Standards and state whether the Issuer desires to revise the method of calculating the applicable Financial Term (including the revision of any of the defined terms used in the determination of such Financial Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Term. The Accounting Change Notice shall be delivered to the Trustee within 60 days of the end of the fiscal quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth fiscal quarter or in respect of an entire fiscal year, within 120 days of the end of such period. Promptly after receipt from the Issuer of an Accounting Change Notice the Trustee shall deliver to each Holder a copy of such notice. (c) If the Issuer so indicates that it wishes to revise the method of calculating the Financial Term, the Issuer shall in good faith provide to the Trustee the revised method of calculating the Financial Term within 90 days of the Accounting Change Notice and such revised method shall take effect from the date of the Accounting Change Notice. For certainty, if no notice of a desire to revise the method of calculating the Financial Term in respect of an Accounting Change is given by the Issuer within the applicable time period described above, the method of calculating the Financial Term shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Term shall be determined after giving effect to such Accounting Change. 1.14 Interest Act (Canada) 150552542v1150552542

- 42 - For purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or other amount to be paid under a Note is to be calculated for any period in any calendar year (the “Calculation Period”), the yearly rate of interest to which the rate used in such calculation is equivalent is the rate payable under a Note in respect of the Calculation Period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the Calculation Period. The rates of interest under this Indenture are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Indenture. ARTICLE 2 THE NOTES 2.1 Issue and Designation of Notes; Ranking The aggregate principal amount of Notes authorized to be issued and authenticated under this Indenture is unlimited, provided, however, that Notes may be issued under this Indenture only on and subject to the conditions and limitations in this Indenture. The Indebtedness evidenced by the Notes will be direct senior secured Obligations of the Issuer secured by Liens on the Collateral, subject to Permitted Liens. 2.2 Issuance in Series (a) Notes may be issued in one or more series from time to time pursuant to this Indenture and Supplemental Indentures delivered in accordance with the terms of this Indenture. The Notes of each series (i) will have such designation, (ii) may be subject to a limitation of the maximum principal amount authorized for issuance, (iii) will be issued in such denominations, (iv) may be purchased and payable as to principal, premium (if any) and interest at such place or places and in such currency or currencies, (v) will bear such date or dates and mature on such date or dates, (vi) will indicate the portion (if less than all of the principal amount) of such Notes to be payable on declaration of acceleration of Maturity, (vii) will bear interest at such rate or rates (which may be fixed or variable) payable on such date or dates, (viii) may contain mandatory or optional redemption or sinking fund provisions, including the period or periods within which, the price or prices at which and the terms and conditions upon which the Notes may be redeemed or purchased at the option of the Issuer or otherwise, (ix) may contain conversion or exchange terms, (x) will indicate the percentage of the principal amount (including any premium) at which Notes may be issued or redeemed, (xi) will set out each office or agency at which the principal of, premium (if any) and interest on the Notes will be payable, and the addresses of each office or agency at which the Notes may be presented for registration of transfer or exchange, (xii) may contain covenants and events of default in addition to or in substitution for the covenants contained herein and the Events of Default, (xiii) may contain additional legends and/or provisions relating to the transfer and exchange of Notes in addition to those provided for herein, and (xiv) may contain such other provisions, not inconsistent with the provisions of this Indenture, as may be set forth in a Board Resolution passed at or before the time of the issue of the Notes of such series and such other provisions (to the extent as the Board of Directors 150552542v1150552542

- 43 - may deem appropriate) as are contained in the Notes of such series. The execution by the Issuer of the Notes of such series and the delivery thereof to the Trustee for authentication will be conclusive evidence of the inclusion of the provisions authorized by this subsection. (b) All Notes of any one series will be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to this Indenture, an Officers’ Certificate or the Supplemental Indenture establishing such series. Not all Notes of any one series need to be issued at the same time, and, unless otherwise provided, Additional Notes of any series may be issued from time to time, at the option of the Issuer without the consent of any Holder. (c) Before the creation of any series of Notes (other than the 20262029 Notes, which terms are provided for in Article 3Article 2 of the Fourth Supplemental Indenture), the Issuer will execute and deliver to the Trustee a Supplemental Indenture for the purpose of establishing the terms of such series of Notes and the forms and denominations in which they may be issued, together with a Board Resolution authorizing the issuance of any such Notes. The Trustee will execute and deliver such Supplemental Indentures from time to time pursuant to Section 12.5. (d) Whenever any series of Notes has been authorized, Notes in such series may from time to time be authenticated by the Issuer and delivered to the Trustee and, subject to Section 2.4, will be certified and delivered by the Trustee to or to the order of the Issuer upon receipt by the Trustee of: (i) a Board Resolution authorizing the issuance of a specified principal amount of Notes of such series; (ii) an Officers’ Certificate to the effect that there is no existing Event of Default or event which with the giving of notice or passage of time or both would constitute an Event of Default and the Issuer has complied with all other conditions of this Indenture in connection with the issue of such series; (iii) an Issuer Order for the authentication and delivery of such series of Notes specifying the principal amount of the Notes to be authenticated and delivered; and (iv) an Opinion of Counsel addressed to the Trustee to the effect that all legal requirements imposed by this Indenture, any applicable Supplemental Indenture or by law governing the Notes in connection with the issuance, authentication and delivery of such series of Notes have been complied with subject to the delivery of certain documents or instruments specified in such opinion. 2.3 Form of Notes 150552542v1150552542

- 44 - (a) The Notes of any series and the Trustee’s certificate of authentication shall be substantially in the form set out in the Supplemental Indenture establishing such series (or in the case of the 20262029 Notes, in the form set out in Appendix A heretoAppendix B to the Fourth Supplemental Indenture), together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. Notes may have notations, legends or endorsements required by law, stock exchange rules, the Depository or consistent with customary practice or usage, which may include one or more of the legends set forth in Section 2.3(h) or Section 2.13 hereof or in a Supplemental Indenture. Each Note shall be dated the date of its authentication. Unless otherwise set out in the Supplemental Indenture establishing a series of Notes, Notes shall be issued in denominations of $1,000 and integral multiples of $1,000. (b) The terms and provisions contained in the Notes and the Supplemental Indenture establishing each series of Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture and each applicable Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (c) The Notes of any series may be in different denominations and forms and may contain such variations of tenor and effect, not inconsistent with the provisions of this Indenture, as are incidental to such differences of denomination and form, including variations in the provisions for the exchange of such Notes of different denominations or forms and in the provisions for the registration or transfer of such Notes. (d) Subject to Section 2.3(a) and to any limitation as to the maximum principal amount of Notes of any particular series, any Notes may be issued as a part of any series of Notes previously issued, in which case they will bear the same designation and designating letters as those applied to such similar previous issue and will be numbered consecutively upwards in respect of such denominations of Notes in like manner and following the numbers of the Notes of such previous issue. (e) All series of Notes which may at any time be issued under this Indenture and the certificate of the Trustee endorsed on such Notes may be in English or any other language or languages or any combination thereof, and may be in the form or forms provided in any Supplemental Indenture or in such other language or languages and in such form or forms as the Board of Directors determines at the time of first issue of any series of Notes, as approved by the Trustee, the approval of which will be conclusively evidenced by its authentication of such Notes. (f) If any provision of any series of Notes in a language other than English is susceptible of an interpretation different from the equivalent provision of the 150552542v1150552542

- 45 - English language, the interpretation of such provision in the English language will be determinative. (g) Notes may be typed, engraved, printed, lithographed or reproduced in a different form, or partly in one form and partly in another, as the Issuer may determine. The execution of any such Notes by the Issuer and the authentication by the Trustee in accordance with Section 2.4 of any such Notes will be conclusive evidence that such Notes are Notes authorized by this Indenture. (h) Each Note issued to, or for the account for benefit of, a U.S. Holder (other than an Original U.S. Holder), and each Note issued in exchange or substitution therefor, will bear the U.S. Legend (as defined below) (the “Restricted Notes”) and shall be subject to the restrictions on transfer set forth in this Section 2.3(h) (including the U.S. Legend), and each Holder, by its acceptance of a Restricted Note, agrees to be bound by all such restrictions on transfer. As used in this Section 2.3(h) and Section 4.5(f), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Note. The Notes have not been and will not be registered under the U.S. Securities Act or under the securities laws of any of the states of the United States, and may not be offered, sold or otherwise disposed of by a U.S. Holder unless an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws is available or the Notes are the subject of an effective registration statement under the U.S. Securities Act. Each Note issued for the benefit or account of a U.S. Holder (other than an Original U.S. Holder), and each Note issued in exchange or substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Issuer may prescribe from time to time (the “U.S. Legend”): “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED 150552542v1150552542

- 46 - INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 1(a) OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.” provided that, if the Notes are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the U.S. Legend may be removed (or the Notes may be transferred to an unrestricted CUSIP) by the transferor providing a declaration to the Trustee and the Issuer in the form set forth in Appendix CB or as the Issuer may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer; provided further, that, if any such Notes are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the U.S. Legend may be removed (or the Notes may be transferred to an unrestricted CUSIP) by delivery to the Trustee and the Issuer of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer, to the effect that such U.S. Legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws. Notwithstanding anything in this Section 2.3(h) to the contrary, and provided that the Original U.S. Holder has duly executed and delivered a U.S. QIB Agreement, to the Issuer in connection with the original purchase of the Initial 2026initial 2029 Notes (the “U.S. QIB Agreement”), the Initial 2026initial 2029 Notes issued to such Original U.S. Holder shall be represented by a Global Note which shall not bear the U.S. Legend; provided, however, that such Initial 2026initial 2029 Notes constitute “restricted securities” within the meaning of Rule 144(a)(3) 150552542v1150552542

- 47 - under the U.S. Securities Act and shall be subject to the terms and conditions of the U.S. QIB Agreement. 2.4 Execution, Authentication and Delivery of Notes (a) All Notes shall be signed (either manually or by electronic or facsimile signature) by any two authorized directors or officers of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereof, such Note shall be valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 2.11. Except as provided in Section 6.11, there is no limit on the amount of Notes that may be issued hereunder. (d) The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenture. 2.5 Non-Certificated Deposit 150552542v1150552542

- 48 - (a) Notwithstanding anything to the contrary contained in this Indenture, but subject to the provisions of this Section 2.5, at the Corporation’s option, Notes may be issued and registered in the name of CDS or its nominee and: (i) the deposit of which may be confirmed electronically by the Trustee to a particular Participant through CDS; and (ii) shall be identified by the applicable CUSIP and ISIN numbers. (b) If the Corporation issues Notes in a non-certificated format, Beneficial Holders of such Notes registered and deposited with CDS shall not receive Note Certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any supplemental indenture. Beneficial interests in Notes registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Notes registered and deposited with CDS between Participants shall occur in accordance with the rules and procedures of CDS. Neither the Corporation nor the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS or its nominee, on account of the beneficial interests in Notes registered and deposited with CDS. Nothing herein shall prevent the holders of Notes registered and deposited with CDS from voting such Notes using duly executed proxies or voting instruction forms. (c) All references herein to actions by, notices given or payments made to, Notes shall, where Notes are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or the direction of Noteholders evidencing a specified percentage of the aggregate Notes outstanding, such direction or consent may be given by Beneficial Holders acting through CDS and the Participants owning Notes evidencing the requisite percentage of the Notes. The rights of a Beneficial Holder whose Notes are held established by law and agreements between such holders and CDS and the Participants upon instructions from the Participants. Each Trustee and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Notes and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (d) For so long as Notes are held through CDS, if any notice or other communication is required to be given to Noteholders, the Trustee will give such notices and communications to CDS. (e) If CDS resigns or is removed from its responsibility as Depository and the Trustee is unable or does not wish to locate a qualified successor, CDS shall provide the Trustee with instructions for registration of Notes in the names and in the amounts specified by CDS, and the Corporation shall issue and the Trustee shall 150552542v1150552542

- 49 - certify and deliver the aggregate number of Notes then outstanding in the form of definitive Notes Certificates representing such Notes. (f) The rights of Beneficial Holders who hold securities entitlements in respect of the Notes through the non-certificated inventory system administered by CDS shall be limited to those established by Applicable Law and agreements between the Depository and the Participants and between such Participants and the Beneficial Holders who hold securities entitlements in respect of the Notes through the non-certificated inventory system administered by CDS, and such rights must be exercised through a Participant in accordance with the rules and procedures of the Depository. (g) Notwithstanding anything herein to the contrary, none of the Corporation nor the Trustee nor any agent thereof shall have any responsibility or liability for: (i) the electronic records maintained by the Depository relating to any ownership interests or other interests in the Notes or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any Person in any Note represented by an electronic position in the non-certificated inventory system administered by CDS (other than Depository or its nominee); (ii) for maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant. (h) The Corporation may terminate the application of this Section 2.5 in its sole discretion in which case all Notes shall be evidenced by Note Certificates registered in the name of a Person other than the Depository 2.6 Registrar and Paying Agent (a) The Issuer shall maintain for each series of Notes an office or agency where such Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where such Notes may be surrendered for payment (“Paying Agent”). The Registrar shall keep a register of such Notes and of their transfer and exchange. (b) The Issuer may appoint one or more co-registrars and one or more additional paying agents for any series of Notes in such other locations as it shall determine. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Registrar or Paying Agent which is not a 150552542v1150552542

- 50 - party to this Indenture. If the Issuer does not exercise its option to appoint or maintain another entity as Registrar or Paying Agent in respect of any series of Notes, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar for any series of Notes. The Issuer initially appoints the Trustee at its corporate office in Vancouver, British Columbia to act as the Registrar, transfer agent, authentication agent and Paying Agent with respect to the Notes. 2.7 Paying Agent to Hold Money in Trust The Issuer shall require each Paying Agent, other than the Trustee, to agree in writing that the Paying Agent will, and the Trustee when acting as Paying Agent agrees that it will, hold in trust, for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, and interest on the Notes of the relevant series and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee and to account for any money disbursed by it. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying Agent; provided that upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for each series of Notes. 2.8 Book Entry Only Notes (a) Subject to Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental 150552542v1150552542

- 51 - Indenture shall prevent the Beneficial Holders from voting Global Notes using duly executed voting instruction forms. (b) Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof. 2.9 Global Notes Notes issued to a Depository in the form of Global Notes shall be subject to the following in addition to the provisions of Section 4.2, unless and until Definitive Notes have been issued to Beneficial Holders pursuant to Section 4.2(b): (a) the Trustee may deal with such Depository as the authorized representative of the Beneficial Holders of such Notes; (b) the rights of the Beneficial Holders of such Notes shall be exercised only through such Depository and the rights of Beneficial Holders shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of the Depository; (c) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders evidencing a specified percentage of the outstanding Notes of any series, the Depository shall be deemed to be counted in that percentage to the extent that it has received instructions to such effect from Beneficial Holders or Participants; (d) such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium (if any) and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of such notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; and 150552542v1150552542

- 52 - (g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the Paying Agent, shall have no further liability for the money. 2.10 Interim Notes Pending the delivery of Definitive Notes of any series to the Trustee, the Issuer may issue and the Trustee authenticate in lieu thereof (but subject to the same provisions, conditions and limitations as set forth in this Indenture) interim printed, mimeographed or typewriter Notes in such forms and in such denominations and signed in such manner as provided herein, entitling the holders thereof to Definitive Notes of such series when the same are ready for delivery; or the Issuer may execute and deliver to the Trustee and the Trustee authenticate a temporary Note for the whole principal amount of Notes of such series then authorized to be issued hereunder and thereupon the Trustee may issue its own interim certificates in such form and in such amounts, not exceeding in the aggregate the principal amount of the temporary Note so delivered to it, as the Issuer and the Trustee may approve entitling the holders thereof to Definitive Notes when the same are ready for delivery; and, when so issued and certified, such interim or temporary Notes or interim certificates shall, for all purposes but without duplication, rank in respect of this Indenture equally with Notes of such series duly issued hereunder and, pending the exchange thereof for Definitive Notes of such series, the holders of the interim or temporary Notes or interim certificates shall be deemed without duplication to be Holders of such series and entitled to the benefit of this Indenture to the same extent and in the same manner as though the said exchange had actually been made. Forthwith after the Issuer shall have delivered the Definitive Notes of such series to the Trustee, the Trustee shall call in for exchange all temporary or interim Notes of such series or certificates that shall have been issued and forthwith after such exchange shall cancel the same. No charge shall be made by the Issuer or the Trustee to the holders of such interim or temporary Notes or interim certificates for the exchange thereof. 2.11 Mutilation, Loss, Theft or Destruction In case any of the Notes issued hereunder shall become mutilated or be lost, stolen or destroyed, the Issuer, in its discretion, may issue, and thereupon the Trustee shall authenticate and deliver, a new Note upon surrender and cancellation of the mutilated Note, or in the case of a lost, stolen or destroyed Note, in lieu of and in substitution for the same, and the substituted Note shall be in a form approved by the Trustee and shall entitle the Holder thereof to the benefits of this Indenture and shall rank equally in accordance with its terms with all other Notes of such series issued or to be issued hereunder. In case of loss, theft or destruction the applicant for a substituted Note shall furnish to the Issuer and to the Trustee such evidence of the loss, theft or destruction of the Note as shall be satisfactory to them in their discretion and shall also furnish an indemnity and surety bond satisfactory to them in their discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted Note. 150552542v1150552542

- 53 - 2.12 Concerning Interest (a) All Notes of each series issued hereunder, whether originally or upon exchange or in substitution for previously issued Notes (including for certainty Notes issued under Sections 2.9 and 2.10), shall bear interest (i) from and including their respective issue date, or (ii) from and including the last Interest Payment Date therefor to which interest shall have been paid or made available for payment on such outstanding Notes, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date therefor. (b) Subject to accrual of any interest on unpaid interest from time to time, interest on a Note of any series will cease to accrue from the Maturity of such Note (including, for certainty, if such Note was called for redemption, the Redemption Date); unless upon due presentation and surrender of such Note for payment on or after the Maturity thereof, such payment is improperly withheld or refused. (c) If the date for payment of any amount of principal, premium or interest in respect of a Note of any series is not a Business Day at the place of payment, then payment thereof will be made on the next Business Day and the Holder of such Note will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. (d) The Holder of any Note of any series at the close of business on any Record Date applicable to a particular series with respect to any Interest Payment Date for such series shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Note subsequent to such Record Date and prior to such Interest Payment Date, except if and to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date for such series, in which case such defaulted interest shall be paid to the Holder of such Note as at the close of business on a subsequent Record Date (which shall be not less than two Business Days prior to the date of payment of such defaulted interest) established by notice given in accordance with Section 14.2 by mail by or on behalf of the Issuer to the Holders of all affected Notes not less than 15 days preceding such subsequent Record Date. The term “Record Date” as used with respect to any Interest Payment Date (except a date for payment of defaulted interest) for the Notes of any series shall mean the date specified as such in the terms of the Notes of such series established as contemplated by Section 2.2, and in respect of the 20262029 Notes, shall have the meaning specified in Article 3Article 2 of the Fourth Supplemental Indenture. (e) Wherever in this Indenture, any Supplemental Indenture or any Note there is mention, in any context, of the payment of interest, such mention is deemed to include the payment of interest on amounts in default to the extent that, in such context, such interest is, was or would be payable pursuant to this Indenture, the Supplemental Indenture or the Note, and express mention of interest on amounts in default in any of the provisions of this Indenture will not be construed as excluding such interest in those provisions of this Indenture where such express 150552542v1150552542

- 54 - mention is not made. In addition, wherever in this Indenture, any Supplemental Indenture or any Note (including for greater certainty under Sections 6.1 and 7.3) there is a mention, in any context, of the payment of interest by the Issuer or the taking by the Issuer of any action relating to the payment of interest, such mention is deemed to allow the payment of interest or the taking of any such action to be made directly or indirectly by a Restricted Subsidiary of the Issuer in lieu of the Issuer. (f) Unless otherwise specifically provided in this Indenture or the terms of any Note, interest on Notes of any series shall be computed on the basis of a year of 365 days or 366 days, as applicable. With respect to any series of Notes, whenever interest is computed on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. 2.13 Payments of Amounts Due on Maturity (a) Subject to Section 2.12(b), the following provisions shall apply to all Notes, except as otherwise specified in a Supplemental Indenture relating to a particular series of Notes (and, in the case of the 20262029 Notes, Article 3Article 2 of the Fourth Supplemental Indenture): (i) in the case of fully registered Notes, the Issuer shall establish and maintain with the Paying Agent a Maturity Account for each series of Notes. On or before 11:00 a.m. (Vancouver time) on the Business Day before the Stated Maturity date for each series of Notes outstanding from time to time under this Indenture, the Issuer shall deposit in the applicable Maturity Account by wire or other electronic transfer or certified cheque an amount sufficient to pay all amounts payable in respect of the outstanding Notes of such series (less any Taxes required by law to be deducted or withheld therefrom). The Paying Agent will pay to each Holder of such Notes entitled to receive payment, the principal amount of, and premium (if any) on, such Notes, upon surrender of such Notes to the Paying Agent or at any branch of the Trustee designated for such purpose from time to time by the Issuer and the Trustee. The deposit or making available of such amounts into the applicable Maturity Account will satisfy and discharge the liability of the Issuer for such Notes to which the deposit or making available of funds relates to the extent of the amount deposited or made available (plus the amount of any Taxes deducted or withheld as aforesaid) and such Notes will thereafter not be considered as outstanding under this Indenture to such extent and such Holder will have no other right than to receive out of the money so deposited or made available the amount to which it is entitled. Failure to make a deposit or make funds available as required to be made pursuant to this Section 2.13(a)(i) will 150552542v1150552542

- 55 - constitute Default in payment on the Notes in respect of which the deposit or making available of funds was required to have been made; and (ii) in the case of any series of Notes issued and outstanding in the form of or represented by Global Notes, on or before 11:00 a.m. (Vancouver time) on the day prior to the Stated Maturity date for such Notes, the Issuer shall deliver to the Trustee, for onward payment to the Depository, in each case by wire or other electronic funds transfer, an amount sufficient to pay the amount payable in respect of such Global Notes (less any Taxes required by law to be deducted or withheld therefrom). The Issuer shall pay to the Trustee, for onward payment to the Depository, the principal amount of, and premium (if any) on, such Global Notes, against receipt of the relevant Global Notes. The delivery of such wire or other electronic funds to the Trustee for onward payment to the Depository (or its nominee), as applicable, will satisfy and discharge the liability of the Issuer for the series of Notes to which the electronic funds relates to the extent of the amount deposited or made available (plus the amount of any Taxes deducted or withheld as aforesaid) and such Notes will thereafter not be considered as outstanding under this Indenture unless such electronic funds transfer is not received. Failure to make delivery of funds available as required to be made pursuant to this Section 2.13(a)(ii) will constitute Default in payment on the Notes of the series in respect of which the delivery or making available of funds was required to have been made. (b) Notwithstanding Section 2.13(a), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS. Neither the Trustee nor the Paying Agent shall have any obligation to disburse funds pursuant to Section 2.13(a)(i) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable on the applicable date of Maturity. The Paying Agent shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn. (c) Wherever in this Indenture, any Supplemental Indenture or any Note (including for greater certainty under Sections 6.1 and 7.3) there is a mention, in any context, of the payment of principal by the Issuer or the taking by the Issuer of any action relating to the payment of principal, such mention is deemed to allow the payment of principal or the taking of any such action to be made directly or indirectly by a Restricted Subsidiary of the Issuer in lieu of the Issuer. 2.14 Legends on Notes 150552542v1150552542

- 56 - (a) Each Global Note shall bear a legend in substantially the following form, subject to such modification as required by the applicable Depository (the “Global Note Legend”): “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THIS INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THIS INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THIS INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO CURALEAF HOLDINGS, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THIS NOTE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS NOTE.” (b) Prior to the issuance of Notes of any series, the Issuer shall notify the Trustee, in writing, concerning which Notes are to be certificated and are to bear the legend or legends described in Section 2.3(h) or this Section 2.14. 2.15 Payment of Interest The following provisions shall apply to Notes of each series, except as otherwise specified in a Supplemental Indenture relating to a particular series of Notes (and, in the case of the 20262029 Notes, Article 3Article 2 of the Fourth Supplemental Indenture): (a) As interest becomes due on each fully registered Note (except on redemption thereof, when interest may at the option of the Issuer be paid upon surrender of such Note), the Issuer, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest including any Additional Amounts (less any Taxes required by law to be 150552542v1150552542

- 57 - deducted or withheld therefrom) to the order of the Holder of such Note at the close of business on the Record Date prior to the applicable Interest Payment Date and addressed to the Holder at the Holder’s last address appearing on the register (or in the case of joint Holders, to such address of one of the joint Holders), unless such Holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least two days prior to each Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds to Holders), such payment shall be made in a manner whereby the Holder receives credit for such payment on the Interest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any Taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest including any Additional Amounts on such Note to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, the Issuer shall issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on any Note in the manner provided above, the Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 11:00 a.m. (Vancouver time) at least one Business Day prior to the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date for such Note, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder. (b) So long as the Notes of any series or any portion thereof are issued in the form of or represented by a Global Note, then all payments of interest on such Global Note shall be made by 11:00 a.m. (Vancouver time) at least one Business Day prior to the related Interest Payment Date by electronic funds transfer made payable to the Trustee for subsequent payment to the Depository on behalf of the Beneficial Holders of the applicable interests in that Global Note, unless the Issuer and the Trustee agree. (c) Notwithstanding Sections 2.15(a) and 2.15(b), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS. Neither the Trustee nor Paying Agent, as applicable, shall have any obligation to disburse funds in respect of any Note pursuant to Section 2.15(a) unless it has received written confirmation satisfactory to it that the funds have 150552542v1150552542

- 58 - been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn. 2.16 Record of Payment The Trustee will maintain accounts and records evidencing any payment, by it or any other Paying Agent on behalf of the Issuer, of principal, premium (if any) and interest in respect of Notes of each series, which accounts and records will constitute, in the absence of manifest error, prima facie evidence of such payment. 2.17 Representation Regarding Third Party Interest The Issuer hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Indenture, for or to the credit of the Issuer or any Restricted Subsidiary thereof, either (a) is not intended to be used by or on behalf of any third party; or (b) is intended to be used by or on behalf of a third party, in which case the Issuer or the applicable Restricted Subsidiary thereof hereby agrees to complete, execute and deliver forthwith to the Trustee a declaration, in the Trustee’s prescribed form or in such other form as may be reasonably satisfactory to it, as to the particulars of such third party. ARTICLE 3 TERMS OF THE 2026 NOTES[INTENTIONALLY DELETED] 3.1 Definitions In this Article 3 and in the Notes, the following terms have the following meanings: “2026 Note Account” means any account which is designated in writing to the Trustee as the 2026 Note Account from time to time. “2026 Note Maturity Date” has the meaning given to it in Section 3.5. “Additional 2026 Notes” means any 2026 Notes issued under and pursuant to the terms of and subject to the conditions of this Indenture after the Initial Issue Date. “Interest Payment Date” for the purposes of this Article 3 means June 15 and December 15 of each year that the 2026 Notes are outstanding and (except in respect of any Additional 2026 Notes) commencing on June 15, 2022. “Interest Period” means the period commencing on the later of (a) the date of issue of the 2026 Notes and (b) the immediately preceding Interest Payment Date on which interest has been paid, and ending on the day immediately preceding the Interest Payment Date in respect of which interest is payable. 150552542v1150552542

- 59 - “Record Date” means, with respect to any Interest Payment Date, the immediately preceding June 1 and December 1. 3.2 Creation and Designation of the 2026 Notes In accordance with this Indenture, the Issuer is authorized to issue a series of Notes designated “8.00% Senior Secured Notes due December 15, 2026”. 3.3 Aggregate Principal Amount The aggregate principal amount of 2026 Notes which may be issued under this Indenture is unlimited, provided, however, that the maximum principal amount of 2026 Notes initially issued hereunder on the Issue Date shall be $425,000,000. The Issuer may, from time to time, without the consent of any existing Holders but subject to Section 6.11, create and issue Additional 2026 Notes hereunder having the same terms and conditions as the 2026 Notes in all respects, except for the date of issuance, issue price and first payment of interest thereon; provided, further, that if any such Additional 2026 Notes are not fungible with the Initial 2026 Notes for U.S. federal income tax or securities law purposes, such Additional 2026 Notes shall have one or more separate CUSIP numbers. Additional 2026 Notes so created and issued will be consolidated with and form a single series with the 2026 Notes. 3.4 Authentication The Trustee shall initially authenticate one or more Global Notes for original issue on the Initial Issue Date in an aggregate principal amount of $425,000,000 or otherwise to permit transfers or exchanges in accordance with Section 4.6 upon receipt by the Trustee of a duly executed Authentication Order. After the Initial Issue Date, subject to Section 3.3, the Issuer may issue, from time to time, and the Trustee shall authenticate upon receipt of an Authentication Order, Additional 2026 Notes for original issue. Except as provided in Section 6.11, there is no limit on the amount of Additional 2026 Notes that may be issued hereunder. Each such Authentication Order shall specify the principal amount of 2026 Notes to be authenticated and the date on which such 2026 Notes are to be authenticated. The aggregate principal amount of 2026 Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders provided in respect of original issues of 2026 Notes except as provided in Section 2.11. 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, and shall be entitled to rely on an Officers’ Certificate from the Issuer certifying such compliance for any Additional 2026 Notes so issued. 3.5 Date of Issue and Maturity The Initial 2026 Notes will be dated December 15, 2021 and the 2026 Notes will become due and payable, together with all accrued and unpaid interest thereon, on December 15, 2026 (the “2026 Note Maturity Date”). 3.6 Interest (a) The 2026 Notes will bear interest on the unpaid principal amount thereof at the rate of 8.00% per annum from the Issue Date to, but excluding, the 2026 Note Maturity 150552542v1150552542

- 60 - Date, compounded semi-annually and payable in arrears on each Interest Payment Date. The first Interest Payment Date for the Initial 2026 Notes will be June 15, 2022. (b) Interest will be payable in respect of each Interest Period (after, as well as before, the 2026 Note Maturity Date, default and judgment, with interest overdue on principal and interest at a rate that is 1% higher than the applicable rate on the 2026 Notes) on each Interest Payment Date in accordance with Section 2.12 and Section 2.15. Interest on the 2026 Notes will accrue from the Issue Date or, if interest has already been paid, from and including the last Interest Payment Date therefor to which interest has been paid or made available for payment. Interest will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; except that interest in respect of any period that is shorter than a full semi-annual interest period will be computed on the basis of a 365-day or 366-day year, as applicable, and the actual number of days elapsed in that period. 3.7 Optional Redemption (a) At any time and from time to time prior to June 15, 2023, the Issuer may redeem all or a part of the 2026 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 Notes redeemed, plus the Applicable Premium and 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 Interest Payment Date). (b) At any time prior to June 15, 2023, the Issuer may, on one or more occasions, redeem up to 35% of the aggregate principal amount of 2026 Notes issued under this Indenture (including any Additional 2026 Notes), upon not less than 15 days’ nor more than 60 days’ notice, at a Redemption Price of 108.00% of the principal amount thereof, plus accrued and unpaid interest to the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) 2026 Notes in an aggregate principal amount equal to at least 65% of the aggregate principal amount of 2026 Notes issued under this Indenture (excluding any Additional 2026 Notes) remain outstanding immediately after the occurrence of such redemption (excluding 2026 Notes held by the Issuer or its Affiliates); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) Except pursuant to Sections 3.7(a) and 3.7(b), the 2026 Notes will not be redeemable at the Issuer’s option prior to June 15, 2023. 150552542v1150552542

- 61 - 150552542v1150552542 104.00% Year June 15, 2024 to June 14, 2025 Percentage 102.00% (d) At any time and from time to time on or after June 15, 2023, the Issuer may redeem all or a part of the 2026 Notes upon not less than 15 days’ nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2026 Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: June 15, 2025 and thereafter 100.000% June 15, 2023 to June 14, 2024 (e) Unless otherwise specifically provided in this Section 3.7, the terms of Article 5 shall apply to the redemption of any 2026 Notes and in the event of any inconsistency, the terms of this Section 3.7 shall prevail. (f) Wherever in this Section 3.7 there is a mention, in any context, of the redemption by the Issuer of the 2026 Notes or of any action relating to such redemption, such mention is deemed to allow the payment of the relevant redemption price for the 2026 Notes or the taking of any such action, directly or indirectly, by any Restricted Subsidiary of the Issuer in lieu of the Issuer. 3.8 Mandatory Redemption and Market Purchases (a) The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the 2026 Notes; provided, however, that the Issuer may be required to offer to purchase the 2026 Notes pursuant to Sections 6.16 and 6.17. (b) The Issuer or any of its Subsidiaries may at any time and from time to time purchase 2026 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 this Indenture. 3.9 Form and Denomination of the 2026 Notes (a) The 2026 Notes will be issued with an original issue discount and at an issue price of $1,000 per $1,000 of principal amount (and integral multiples of $1,000). (b) Subject to Section 4.2(b), the 2026 Notes will be issuable as Global Notes, substantially in the form set out in Appendix A hereto with such changes as may be reasonably required by the Depository and as required or permitted by this 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 or Beneficial Holders

- 62 - of 2026 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. Notes may have notations, legends or endorsements required by law, stock exchange rules or the Depository or consistent with customary practice. To the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 3.10 Currency of Payment The principal of, and interest and premium (if any) on, the 2026 Notes will be payable in United States dollars. 3.11 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”): (i) which is subject to such United States Taxes by reason of any connection between such holder and the United States or any states political subdivision thereof or authority thereof other than the mere holding of Notes or the receipt of payments thereunder; (ii) 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); (iii) 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 150552542v1150552542

- 63 - 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); (iv) 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 (v) 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 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 3.11(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 3.11 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person and to any jurisdiction in which such successor is organized or 150552542v1150552542

- 64 - 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. 3.12 Appointment of Trustee and Depository (a) The Trustee will be the trustee for the 2026 Notes, subject to Article 11. (b) The Issuer initially appoints CDS to act as Depository with respect to the 2026 Notes. (c) 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 2026 Notes. The Issuer may change the Registrar, transfer agent, authentication agent, Paying Agent or Collateral Trustee for the 2026 Notes at any time and from time to time without prior notice to the Holders of the 2026 Notes. 3.13 Inconsistency In the case of any conflict or inconsistency between this Article 3 and any other provision of this Indenture, Article 3 shall, as to the 2026 Notes, govern and prevail. 3.14 Reference to Principal, Premium, Interest, etc. Whenever this Indenture refers to, in any context, the payment of principal, Called Principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described hereunder, if applicable. ARTICLE 4 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP 4.1 Register of Definitive Notes (a) Subject to the terms of any Supplemental Indenture, with respect to each series of Notes issuable in whole or in part as registered Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Notes of such series or as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the Holders and particulars of the Notes held by them respectively and of all transfers and exchanges of Notes. Such registration shall be noted on the relevant Notes by the Trustee or other Registrar unless a new Note shall be issued upon such transfer. (b) No transfer of a registered Note shall be valid unless made on such register referred to in Section 4.1(a) by the Holder or such Holder’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee 150552542v1150552542

- 65 - or other Registrar upon surrender of the Notes together with a duly executed form of transfer acceptable to the Trustee or other Registrar and upon compliance with such other reasonable requirements as the Trustee or other Registrar may prescribe, and unless the name of the transferee shall have been noted on the Note and on the registers by the Trustee or other Registrar. (c) A Holder of a registered Note may only transfer such registered Note in compliance with the provisions of any legends thereon restricting such transfer and in accordance with applicable law. 4.2 Global Notes (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 4.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 4.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined, or has been notified by the Depository, and written notice thereof has been provided to the Trustee, that that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the 150552542v1150552542

- 66 - Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 4.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 4.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 4.1 and the remaining provisions of this Article 4. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant. 4.3 Transferee Entitled to Registration The transferee of a Note shall be entitled, after the appropriate form of transfer is deposited with the Trustee or other Registrar and upon compliance with all other conditions for such transfer required by this Indenture or by law, to be entered on the register as the owner of such Note free from all equities or rights of set-off or counterclaim between the Issuer and the transferor or any previous Holder of such Note, save in respect of equities of which the Issuer is required to take notice by law (including any statute or order of a court of competent jurisdiction). 4.4 No Notice of Trusts None of the Issuer, the Trustee and any Registrar or Paying Agent will be bound to take notice of or see to the performance or observance of any duty owed to a third Person, whether under a trust, express, implied, resulting or constructive, in respect of any Note by the Holder or any 150552542v1150552542

- 67 - Person whom the Issuer or the Trustee treats, as permitted or required by law, as the owner or the Holder of such Note, and may transfer the same on the direction of the Person so treated as the owner or Holder of the Note, whether named as Trustee or otherwise, as though that Person were the Beneficial Holder thereof. 4.5 Registers Open for Inspection The registers referred to in Sections 4.1 and 4.2 shall, subject to applicable law, at all reasonable times be open for inspection by the Issuer, the Trustee or any Holder. Every Registrar, including the Trustee, shall from time to time when requested so to do by the Issuer or by the Trustee, in writing, furnish the Issuer or the Trustee, as the case may be, with a list of names and addresses of Holders entered on the registers kept by them and showing the principal amount and serial numbers of the Notes held by each such Holder, provided the Trustee shall be entitled to charge a reasonable fee to provide such a list. 4.6 Transfers and Exchanges of Notes (a) Transfer and Exchange of Global Notes. A Global Note may be transferred in whole and not in part only pursuant to Section 4.2(b)(ii). A beneficial interest in a Global Note may not be exchanged for a Definitive Note other than pursuant to Section 4.2(b)(i). A Global Note may not be exchanged for another Note other than as provided in this Section 4.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 4.6(b) or 4.6(c), as applicable. In addition, transfers and exchanges of Definitive Notes and beneficial interests in Global Notes, in each case bearing the U.S. Legend, shall be subject to Section 4.6(f). (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture, applicable laws and the Applicable Procedures. In connection with a transfer and exchange of beneficial interest in Global Notes, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or a Beneficial Holder, in each case, given to the Depository in accordance with the Applicable Procedures directing the Depository to credit or cause to be credited a beneficial interest in another Global Note (that is outstanding or that the Issuer permits to become outstanding) in an amount equal to the beneficial interest to be transferred or exchanged, and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase, or (B) subject to Section 4.2(b)(i), (1) a written order from a Participant or a Beneficial Holder, in each case, given to the Depository in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred, and (2) instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer referred to in (B)(1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and compliance 150552542v1150552542

- 68 - with any transfer restrictions or legends set forth in or applicable to the relevant Global Notes, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 4.6(e). (c) Transfer or Exchange of Beneficial Interests in the Global Notes for Definitive Notes. Subject to Section 4.2(b)(i), a holder of a beneficial interest in a Global Note may exchange such beneficial interest for a Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note only upon the occurrence of any of the preceding events in Section 4.6(b) and satisfaction of the conditions set forth in Section 4.6(b). Upon the occurrence of any such preceding event and receipt by the Registrar of the requisite documentation referred to in Section 4.6(b), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 4.6(e), and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 4.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository and the Participant or Beneficial Holder. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. (d) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 4.6(d) and Applicable Securities Legislation, the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. (e) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or exchanged or transferred to a Person (or Persons) that take delivery thereof in the form of a beneficial interest in one or more different Global Notes, or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 4.9 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such 150552542v1150552542

- 69 - other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. (f) U.S. Restrictions on Transfer. If a Definitive Note or beneficial interest in a Global Note is tendered for transfer, in each case bearings the U.S. Legend set forth in Section 2.3(h), the Trustee shall not register such transfer unless (A) the transfer is made to the Issuer; (B) the transfer is made to a Person who the transferor reasonably believes is a Qualified Institutional Buyer and in accordance with Rule 144A under the U.S. Securities Act; (C) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Trustee and the Issuer a declaration substantially in the form set forth in Appendix CB to this Indenture, or in such other form as the Issuer may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Issuer) as the Issuer may reasonably require; (D) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144 thereunder, if available; (E) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (F) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 4.6(f)(D) or 4.6(f)(E) furnished to the Trustee and the Issuer an opinion of counsel, of recognized standing, or other evidence in form and substance reasonably satisfactory to the Issuer to such effect. In relation to a transfer under Section 4.6(f)(B) above, the Note received by the transferee will continue to bear the U.S. Legend set forth in Section 2.3(h) (or the Note will remain on a restricted CUSIP). In relation to a transfer under Sections 4.6(f)(D) or 4.6(f)(E) above, unless the Issuer and the Trustee receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Issuer in form and substance, to the effect that the U.S. Legend set forth in Section 2.3(h) may be removed (or the Note may be transferred to an unrestricted CUSIP), the Note received by the transferee will continue to bear the U.S. Legend set forth in Section 2.3(h) (or the Notes will remain on a restricted CUSIP). In relation to a transfer under Section 4.5(C) above, the U.S. Legend may be removed from the Note received by the transferee (or the Note may be transferred to an unrestricted CUSIP) by the transferor providing a declaration to the Trustee and the Issuer in the form set forth in Appendix CB or as the Issuer may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer; provided, however, that if the Trustee and the Issuer are not provided with such information, the Note received by the transferee will continue to bear the U.S. Legend set forth in Section 2.3(h) (or the Note will remain on a restricted CUSIP). 150552542v1150552542

- 70 - (g) General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication Order in accordance with Section 2.4 or at the Registrar’s request. (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.9 and 10.1). (iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (iv) Neither the Issuer nor the Trustee nor any Registrar shall be required to: (A) issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 5.1 hereof and ending at the close of business on the day of selection, or (B) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or unless upon due presentation thereof for redemption such Notes are not redeemed, or (C) register the transfer of or exchange a Note between a Record Date and the next succeeding Interest Payment Date, or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. (v) Subject to any restriction provided in this Indenture, the Issuer with the approval of the Trustee may at any time close any register for the Notes of any series (other than those kept at the principal office of the Trustee in Vancouver, British Columbia) and transfer the registration of any Notes registered thereon to another register (which may be an existing register) and thereafter such Notes shall be deemed to be registered on such other 150552542v1150552542

- 71 - register. Notice of such transfer shall be given to the Holders of such Notes. (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Registrar or Paying Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Registrar or Paying Agent or the Issuer shall be affected by notice to the contrary. (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.4. (viii) Upon surrender for registration of transfer or exchange of any Note at the office or agency of the Issuer, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. (ix) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of such Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and, upon receipt by the Trustee of the Issuer Order, the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.4 hereof. (x) All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 4.6 to effect a registration of transfer or exchange may be submitted by facsimile. 4.7 Charges for Registration, Transfer and Exchange For each Note exchanged, registered, transferred or discharged from registration, the Trustee or other Registrar, except as otherwise herein provided, may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Note issued (such amounts to be agreed upon from time to time by the Trustee and the Issuer), and payment of such charges and reimbursement of the Trustee or other Registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto. Notwithstanding the foregoing provisions, no charge shall be made to a Holder hereunder: 150552542v1150552542

- 72 - (a) for any exchange, registration, transfer or discharge from registration of a Note of any series applied for within a period of two months from the date of the first delivery thereof; (b) for any exchange of any interim or temporary Note of any series or interim certificate that has been issued under Section 2.10 for a Definitive Note of any series; (c) for any exchange of a Global Note of any series as contemplated in Section 4.2; or (d) for any exchange of a Note of any series resulting from a partial redemption under Section 5.3. 4.8 Ownership of Notes (a) The Holder for the time being of any Note shall be deemed to be the owner thereof for all purposes of this Indenture and shall be entitled to the principal, premium, if any, and/or interest evidenced by such Note, free from all equities or rights of set-off or counterclaim between the Issuer and the original or any intermediate Holder thereof (except in respect of equities of which the Issuer is required to take notice by law) and all Persons may act accordingly and the receipt of any such Holder for any such principal, premium, if any, or interest shall be a valid discharge to the Trustee, any Registrar and to the Issuer for the same and none shall be bound to inquire into the title of any such Holder. (b) Where Notes are registered in more than one name, the principal, premium, if any, and interest from time to time payable in respect thereof may be paid to the order of all or any of such Holders, failing written instructions from them to the contrary, and the receipt of any one of such Holders therefor shall be a valid discharge, to the Trustee, any Registrar and to the Issuer. (c) In the case of the death of one or more joint Holders, the principal, premium, if any, and interest from time to time payable thereon may be paid to the order of the survivor or survivors of such Holders and to the estate of the deceased and the receipt by such survivor or survivors and the estate of the deceased thereof shall be a valid discharge by the Trustee, any Registrar and the Issuer. (d) Unless otherwise required by law, the Person in whose name any Note is registered shall for all purposes of this Indenture (except for references in this Indenture to a “Beneficial Holder”) be and be deemed to be the owner thereof and payment of or on account of the principal of, premium, if any, and interest on such Note shall be made only to or upon the order in writing of such Holder. (e) Notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Holders. 150552542v1150552542

- 73 - 4.9 Cancellation and Destruction All matured, redeemed or repurchased Notes of any series shall forthwith after payment of all Obligations thereunder be delivered to the Trustee or to a Person appointed by it or by the Issuer with the approval of the Trustee and cancelled by the Trustee. All Notes of any series which are cancelled or required to be cancelled under this or any other provision of this Indenture shall be destroyed by the Trustee and, if required by the Issuer, the Trustee shall furnish to it a destruction certificate setting out the designating numbers of the Notes so destroyed. ARTICLE 5 REDEMPTION AND PURCHASE OF NOTES 5.1 Redemption of Notes Subject to the provisions of the Supplemental Indenture relating to the issue of a particular series of Notes or, in the case of the 20262029 Notes, Article 3Article 2 of the Fourth Supplemental Indenture, Notes of any series may be redeemed before the Stated Maturity thereof, in whole at any time or in part from time to time, at the option of the Issuer and in accordance with and subject to the provisions set out in this Indenture and any applicable Supplemental Indenture, including those relating to the payment of any required redemption price (“Redemption Price”). 5.2 Places of Payment The Redemption Price will be payable upon presentation and surrender of the Notes called for redemption at any of the places where the principal of such Notes is expressed to be payable and at any other places specified in the Redemption Notice. 5.3 Partial Redemption (a) If less than all of the Notes of any series are to be redeemed at any time, the Trustee will select Notes of such series for redemption as follows: (i) if the Notes are listed on any national securities exchange, including the Canadian SecuritiesToronto Stock Exchange, in compliance with the requirements of such principal national securities exchange; (ii) if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee will deem fair and appropriate; or (iii) if the Notes are issued in global form based on the method required by CDS, or, a method that must nearly approximates a pro rata selection as the Trustee deems appropriate. (b) Subject to the foregoing and the Supplemental Indenture relating to any series of Notes (or, in the case of the 20262029 Notes, Article 3Article 2 of the Fourth Supplemental Indenture), Notes or portions of Notes the Trustee selects for redemption shall be in minimum amounts of $1,000 or integral multiples of $1,000. 150552542v1150552542

- 74 - (c) If Notes of any series are to be redeemed in part only, the Redemption Notice that relates to such Notes will state the portion of the principal amount of such Notes that is to be redeemed. In the event that one or more of such Notes becomes subject to redemption in part only, upon surrender of any such Notes for payment of the Redemption Price, together with interest accrued to but excluding the applicable Redemption Date, the Issuer shall execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes of such series for the unredeemed part of the principal amount of the Notes so surrendered or, with respect to Global Notes, the Trustee shall make notations on the Global Notes of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms “Note” or “Notes” as used in this Article 5 shall be deemed to mean or include any part of the principal amount of any Note which in accordance with the foregoing provisions has become subject to redemption. 5.4 Notice of Redemption Unless otherwise provided in a Supplemental Indenture or, in the case of the 20262029 Notes, Article 3Article 2 of the Fourth Supplemental Indenture, notice of redemption (the “Redemption Notice”) of any series of Notes shall be given to the Holders of the Notes so to be redeemed not more than 60 days nor less than 15 days prior to the date fixed for redemption (the “Redemption Date”) in the manner provided in Section 14.2; provided that Redemption Notices in respect of optional redemptions of Notes may be delivered more than 60 days prior to a Redemption Date if the Redemption Notice is issued in connection with a defeasance of the relevant Notes or a satisfaction and discharge of this Indenture. Every such Redemption Notice shall specify the aggregate principal amount of Notes called for redemption, the Redemption Date, the Redemption Price and the places of payment and shall state that interest upon the principal amount of Notes called for redemption shall cease to be payable from and after the Redemption Date. Redemption Notices in respect of redemptions made pursuant to Section 3.72.6 of the Fourth Supplemental Indenture may, at the Issuer’s discretion, be subject to one or more conditions precedent, as described under Section 5.5. In addition, unless all the outstanding Notes of a series are to be redeemed, the Redemption Notice shall specify: (a) the distinguishing letters and numbers of the Notes which are to be redeemed (as are registered in the name of such Holder); (b) if such Notes are selected by terminal digit or other similar system, such particulars as may be sufficient to identify the Notes so selected; (c) in the case of Global Notes, that the redemption will take place in such manner as may be agreed upon by the Depository, the Trustee and the Issuer; and (d) in all cases, the principal amounts of such Notes or, if any such Note is to be redeemed in part only, the principal amount of such part. Notwithstanding Section 14.2, in the event that all Notes of a series to be redeemed are Global Notes, publication of the Redemption Notice shall not be required. 150552542v1150552542

- 75 - If Notes of any series are to be redeemed in part only, the Redemption Notice that relates to such Notes will state the portion of the principal amount of such Notes that is to be redeemed. In the event that one or more of such Notes becomes subject to redemption in part only, upon surrender of any such Notes for payment of the Redemption Price, together with interest accrued to but excluding the applicable Redemption Date, the Issuer shall execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes of such series for the unredeemed part of the principal amount of the Notes so surrendered or, with respect to Global Notes, the Trustee shall make notations on the Global Notes of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms “Note” or “Notes” as used in this Article 5 shall be deemed to mean or include any part of the principal amount of any Note which in accordance with the foregoing provisions has become subject to redemption. 5.5 Qualified Redemption Notice In connection with any optional redemption of Notes, any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of any Asset Sale or any Equity Offering. In addition, if such redemption notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s sole discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the redemption date so delayed, and that such redemption provisions may be adjusted to comply with any depositary requirements. 5.6 Notes Due on Redemption Dates Upon a Redemption Notice having been given as provided in Section 5.4, all the Notes so called for redemption or the principal amount to be redeemed of the Notes called for redemption, as the case may be, shall thereupon be and become due and payable at the Redemption Price, together with accrued and unpaid interest to but excluding the Redemption Date, on the Redemption Date specified in such notice, in the same manner and with the same effect as if it were the final Stated Maturity specified in such Notes, anything therein or herein to the contrary notwithstanding (but subject to satisfaction or waiver of any conditions precedent applicable to such Redemption Notice in accordance with Section 5.4). If any Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes shall be subject to redemption by the Issuer. From and after such Redemption Date, if the monies necessary to redeem such Notes shall have been deposited as provided in Section 5.7 and affidavits or other proof satisfactory to the Trustee as to the publication and/or mailing of such Redemption Notices shall have been lodged with it, interest upon the Notes shall cease to accrue. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest. 5.7 Deposit of Redemption Monies 150552542v1150552542

- 76 - (a) Except as may otherwise be provided in any Supplemental Indenture or, in the case of the 20262029 Notes, Article 3Article 2 of the Fourth Supplemental Indenture, upon Notes being called for redemption, the Issuer shall deposit with the Trustee, for onward payment to the Depository, on or before 11:00 a.m. (Vancouver time) on the day prior to the Redemption Date specified in the Redemption Notice, such sums of money as may be sufficient to pay the Redemption Price of the Notes so called for redemption, plus accrued and unpaid interest thereon up to but excluding the Redemption Date and including any Additional Amounts, less any Taxes required by law to be deducted or withheld therefrom. The Issuer shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such redemption. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid, to the Depository on behalf of the Holders of such Notes so called for redemption, upon surrender of such Notes, the principal, premium (if any) and interest (if any) to which they are respectively entitled on redemption. (b) Payment of funds to the Trustee upon redemption of Notes shall be made by electronic transfer or certified cheque or pursuant to such other arrangements for the provision of funds as may be agreed between the Issuer and the Trustee in order to effect such payment hereunder. Notwithstanding the foregoing, (i) all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association) shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, the Issuer shall remit payment to the Trustee by LVTS. The Trustee shall have no obligation to disburse funds pursuant to this Section 5.7 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable on the applicable Redemption Date. The Trustee shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn. 5.8 Failure to Surrender Notes Called for Redemption In case the Holder of any Note of any series so called for redemption shall fail on or before the Redemption Date so to surrender such Holder’s Note, or shall not within such time specified on the Redemption Notice accept payment of the redemption monies payable, or give such receipt therefor, if any, as the Trustee may require, such redemption monies may be set aside in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Holder of the sum so set aside and, to that extent, such Note shall thereafter not be considered as outstanding hereunder and the Holder thereof shall have no other right except to receive payment of the Redemption Price of such Note, plus any accrued but unpaid interest thereon to but excluding the Redemption Date and including any Additional Amounts, less any Taxes required by law to be deducted or withheld, out of the monies so paid and deposited, upon surrender and delivery up of such Holder’s relevant Note. In the event that any money required to be deposited hereunder with the 150552542v1150552542

- 77 - Trustee or any Paying Agent on account of principal, premium, if any, or interest, if any, on Notes issued hereunder shall remain so deposited for a period of six years from the Redemption Date, then such monies, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Trustee or such Paying Agent to the Issuer on its demand, and thereupon the Trustee shall not be responsible to Holders of such Notes for any amounts owing to them and subject to applicable law, thereafter the Holders of such Notes in respect of which such money was so repaid to the Issuer shall have no rights in respect thereof except to obtain payment of the money due from the Issuer, subject to any limitation period provided by the laws of British Columbia. 5.9 Cancellation of Notes Redeemed Subject to the provisions of Sections 5.4 and 5.10 as to Notes redeemed or purchased in part, all Notes redeemed and paid or purchased under this Article 5 shall forthwith be delivered to the Trustee and cancelled and no Notes shall be issued in substitution for those redeemed. 5.10 Purchase of Notes for Cancellation (a) Subject to the provisions of any Supplemental Indenture relating to a particular series of Notes or, in the case of the 20262029 Notes, Article 3Article 2 of the Fourth Supplemental Indenture, the Issuer may, at any time and from time to time, purchase Notes of any series in the market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender or by contract or otherwise, in accordance with applicable securities laws, at any price; provided such acquisition does not otherwise violate the terms of this Indenture. All Notes so purchased may, at the option of the Issuer, be delivered to the Trustee and cancelled and no Notes shall be issued in substitution therefor. (b) If, upon an invitation for tenders, more Notes of the relevant series are tendered at the same lowest price than the Issuer is prepared to accept, the Notes to be purchased by the Issuer shall be selected by the Trustee on a pro rata basis or in such other manner as the Issuer directs in writing and as consented to by the exchange, if any, on which Notes of such series are then listed which the Trustee considers appropriate, from the Notes of such series tendered by each tendering Holder thereof who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Notes of any series may be so selected, and regulations so made shall be valid and binding upon all Holders thereof, notwithstanding the fact that as a result thereof one or more of such Notes become subject to purchase in part only. The Holder of a Note of any series of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes of such series for the unpurchased part so surrendered, and the Trustee shall authenticate and deliver such new Note or Notes upon receipt of the Note so surrendered or, with respect to a Global Note, the Depository shall make book-entry notations with respect to the principal amount thereof so purchased. 150552542v1150552542

- 78 - 5.11 Redemption by a Restricted Subsidiary Wherever in this Article 5 or elsewhere in this Indenture, any Supplemental Indenture or any Note there is a mention, in any context, of the redemption or purchase by the Issuer of Notes or of any action relating to such redemption, such mention is deemed to allow the payment of the relevant redemption price for any such Notes or the taking of any such action, directly or indirectly, by any Restricted Subsidiary of the Issuer in lieu of the Issuer. ARTICLE 6 COVENANTS OF THE ISSUER As long as any Notes remain outstanding, the Issuer hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Holders as follows (unless and for so long as the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding Notes, in which case the following provisions of this Article 6 shall not apply): 6.1 Payment of Principal, Premium, and Interest (a) The Issuer covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, premium, if any, and interest on the Notes in accordance with the terms of each series of Notes, as applicable, and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if on such date the Trustee holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Trustee is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. (b) Subject to the provisions of any Supplemental Indenture relating to a particular series of Notes or, in the case of the 20262029 Notes, Article 3Article 2 of the Fourth Supplemental Indenture, the Issuer shall pay interest on overdue principal and premium, if any, at the rate specified in respect of each series of Notes, and it will pay interest on overdue instalments of interest at the same rate to the extent lawful. (c) For greater certainty, any Restricted Subsidiary of the Issuer may, directly or indirectly, fulfill any of the obligations of the Issuer under this Section 6.1. 6.2 Existence Subject to Article 10, the Issuer shall, and shall cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve and keep in full force and effect the corporate, partnership or other legal existence, as applicable, of the Issuer and each Restricted Subsidiary; provided that neither the Issuer nor any Restricted Subsidiary will be required to preserve any such corporate, partnership or other legal existence if the Board of Directors of the Issuer determines that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, and that the loss thereof is not disadvantageous in any material respect to the Holders. 150552542v1150552542

- 79 - 6.3 Payment of Taxes and Other Claims The Issuer shall and shall cause each of the Restricted Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge, or cause to be paid and discharged, all Taxes shown to be due and payable on such returns and all other Taxes imposed on them or any of their properties, assets, income or franchises, to the extent such Taxes have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on the property or assets of the Issuer or any Restricted Subsidiary; provided that neither the Issuer nor any Restricted Subsidiary need pay any such Taxes or claim if (a) the amount, applicability or validity thereof is contested by the Corporation or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Issuer or a Restricted Subsidiary has established adequate reserves therefor in accordance with Applicable Accounting Standards on the books of the Issuer or such Restricted Subsidiary and/or (b) the non-payment of all such Taxes and/or claims in the aggregate would not reasonably be expected to have a Material Adverse Effect. 6.4 Provision of Reports and Financial Statements The Issuer will provide to the Trustee, and the Trustee shall deliver to the Holders, the following: (a) within 60 days after the end of each quarterly fiscal period in each fiscal year of the Issuer, other than the last quarterly fiscal period of each such fiscal year, copies of: (i) an unaudited consolidated statements of financial position as at the end of such quarterly fiscal period and unaudited consolidated statements of net income and other comprehensive income, cash flows and changes in equity of the Issuer for such quarterly fiscal period and, in the case of the second and third quarters, for the portion of the fiscal year ending with such quarter; and (ii) an associated “Management’s Discussion and Analysis”; and (b) within 120 days after the end of each fiscal year of the Issuer, copies of: (i) an audited consolidated statements of financial position of the Issuer as at the end of such year and audited consolidated statements of net income and other comprehensive income, cash flows and changes in equity of the Issuer for such fiscal year, together with a report of the Issuer’s auditors thereon; and (ii) an associated “Management’s Discussion and Analysis”; in the case of each of the Sections 6.4(a)(i) and 6.4(b)(i) prepared in accordance with the Applicable Accounting Standards. The reports referred to in Sections 6.4(a)(i) and 6.4(b)(i) are collectively referred to as the “Financial Reports.” (c) The Issuer will, within fifteen (15) Business Days after providing to the Trustee any Financial Report, hold a conference call to discuss such Financial Report and 150552542v1150552542

- 80 - the results of operations for the applicable reporting period. The Issuer will also maintain a website to which Holders, prospective investors and securities analysts are given access, on which not later than the date by which the Financial Reports are required to be provided to the Trustee pursuant to Section 6.4(b), the Issuer (i) makes available such Financial Reports and (ii) provides details about how to access on a toll-free basis the quarterly conference calls described above. (d) Notwithstanding this Section 6.4, at any time that the Issuer remains a “reporting issuer” (or its equivalent) in the United States of America or in any province or territory of Canada, (i) all Financial Reports will be deemed to have been provided to the Trustee and the Holders once filed on SEDAR+ or EDGAR or any successor system thereto, (ii) the Issuer will not be required to maintain a website on which it makes such Financial Reports available, and (iii) if the Issuer holds a quarterly conference call for its equity holders within fifteen (15) Business Days of filing a Financial Report on SEDAR+ or EDGAR or any successor system thereto, Holders shall be permitted to attend such conference call and the Issuer shall not be required to hold any conference call described Section 6.4(c). (e) If at the end of any quarterly period the Issuer’s Unrestricted Subsidiaries hold in the aggregate more than 10% of the Consolidated Net Tangible Assets of the Issuer, then the annual and quarterly financial information required by this Section 6.4 will include a reasonably detailed presentation of the financial results and position of the Issuer and its Restricted Subsidiaries separate from the Unrestricted Subsidiaries. 6.5 Designation of Restricted and Unrestricted Subsidiaries (a) The Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary; provided that: (i) any guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.10; (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment under clause (cc) of such definition, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 6.9(a) or Section 6.9(b); (iii) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof; 150552542v1150552542

- 81 - (iv) the Subsidiary being so designated: (A) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (B) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or credit support would be released upon such designation; and (C) is not a party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would be permitted under Section 6.12; and (v) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by the Issuer providing a copy of a written notice of the Chief Executive Officer and/or the Chief Financial Officer of the Issuer notifying the Trustee of such designation. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in subclauses (A) and (B) of Section 6.5(a)(iv) above, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Indenture, the Issuer will be in default under this Indenture. For the avoidance of doubt, any Subsidiary of the Issuer shall be a Restricted Subsidiary unless designated as an Unrestricted Subsidiary pursuant to the foregoing. Notwithstanding the foregoing, Curaleaf, Inc., its successors or assigns, in any matter whatsoever, will remain a Restricted Subsidiary hereunder and shall not, under any circumstances, be designated as an Unrestricted Subsidiary. (c) The Chief Executive Officer and/or the Chief Financial Officer of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under the covenant described under Section 6.10; 150552542v1150552542

- 82 - (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under the covenant described under Section 6.9, provided that such outstanding Investments shall be valued at the lesser of (A) the Fair Market Value of such Investments measured on the date of such designation and (B) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 6.6; and (iv) no Default or Event of Default would be in existence following such designation. (d) Any Unrestricted Subsidiary of the Issuer that has not been designated as a Restricted Subsidiary pursuant to the foregoing shall remain an Unrestricted Subsidiary. (e) As of the Issue Date, Curaleaf International Holdings Limited and its direct and indirect Subsidiaries, Northern Green Canada Inc. and Bloom Fungibles, LLC are the only Unrestricted Subsidiaries. 6.6 Liens The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any nature whatsoever upon any asset or property now owned or hereafter acquired, except for Permitted Liens . 6.7 Releases (a) The Liens on the Collateral will be released in whole with respect to the Notes and the Guarantees, as applicable, upon the occurrence of any of the following: (i) payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; (ii) as to any property that is owned by a Guarantor, when such Guarantor is released from its Guarantee in accordance with this Indenture; (iii) satisfaction and discharge of thethis Indenture; or (iv) Legal Defeasance or Covenant Defeasance as set forth under Sections 8.3 or 8.4 below. 150552542v1150552542

- 83 - (b) The Liens on the Collateral will automatically be released with respect to the Notes and the Guarantees, as applicable, in relation to any asset constituting Collateral upon the occurrence of any of the following: (i) in connection with any disposition of such Collateral to any Person other than the Issuer or any of the Guarantors (but excluding any transaction subject to the covenant described under Section 10.1 if such other Person is required to become the obligor on the Notes or a Guarantor) that is permitted by this Indenture; or (ii) upon the sale or disposition of such Collateral pursuant to the exercise of any rights and remedies by the Collateral Trustee with respect to any Collateral, subject to the Security Documents. To the extent required by this Indenture (other than in relation to Section 6.7(b)(ii)), the Issuer or the Guarantors, as the case may be, will furnish to the Trustee and the Collateral Trustee, prior to each proposed release of Collateral pursuant to the Security Documents and this Indenture, an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions to the release of the Liens on the Collateral have been satisfied. (c) A Guarantor will be released from its obligations under its Guarantee upon the occurrence of any of the following: (i) in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of consolidation, merger, amalgamation or otherwise, or a sale or other disposition of the Capital Stock of such Guarantor such that it ceases to be a Subsidiary of the Issuer or a Restricted Subsidiary; (ii) if such Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture, upon effectiveness of such designation; (iii) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or (iv) upon the Issuer exercising its Legal Defeasance or Covenant Defeasance option as set forth under Sections 8.3 or 8.4 . 6.8 Maintenance of Collateral (a) The Issuer will, and will cause each Guarantor to: (i) maintain the Collateral that is necessary for the proper conduct of their business in good repair, working order and condition, subject to wear and tear occurring in the ordinary course of business and obsolescence, in each 150552542v1150552542

- 84 - case, except to the extent the failure to so maintain would not reasonably be expected to have a Material Adverse Effect; and (ii) keep its insurable Property adequately insured at all times against all material risks as are customarily insured by businesses with established reputations engaged in similar businesses, except that the Issuer may self-insure specific risks where it has made a determination that such self-insurance is commercially reasonable. 6.9 Restricted Payments (a) Subject to Section 6.9(b), the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger, amalgamation or consolidation of the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (A) payable in Equity Interests (other than Disqualified Stock) of the Issuer or a Restricted Subsidiary or (B) to the Issuer or a Restricted Subsidiary of the Issuer); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Issuer held by Persons other than any of the Issuer’s Restricted Subsidiaries; provided, however, that the Issuer may from time to time purchase, redeem or otherwise acquire or retire for value Equity Interests of the Issuer that are required to be purchased, redeemed, acquired or retired by a Taxing Authority or other governmental or licensing authority or otherwise to pay withholding Taxes required to be paid by a Taxing Authority in connection with the grant or vesting of Equity Interests; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness (other than intercompany Indebtedness permitted under Section 6.10(b)(viii)), except: (A) a payment of interest or payment of principal at the Stated Maturity thereof or (B) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (iv) make any Restricted Investment; 150552542v1150552542

- 85 - (all such payments and other actions set forth in Sections 6.9(a)(i) through 6.9(a)(iv) above are collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment: (A) no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof; (B) the Issuer would, after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 6.10(a)(i); and (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by Sections 6.9(b)(iii), 6.9(b)(iv), 6.9(b)(v), 6.9(b)(vi), 6.9(b)(vii), 6.9(b)(viii) and 6.9(b)(xiii)), is less than the sum, without duplication, of: (1) 50% of the Consolidated Net Income for the period (taken as one accounting period) from OctoberJanuary 1, 20212026 to the end of the Issuer’s most recently ended fiscal quarter for which consolidated internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus (2) 100% of the aggregate net cash proceeds and the aggregate Fair Market Value of any property received by the Issuer since the Issue Date (1) as a contribution to its common equity capital, (2) from Equity Offerings of the Issuer, including cash proceeds received from an exercise of warrants or options, or (3) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests; plus (3) to the extent any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated, redeemed, repurchased or repaid for cash, the lesser of (1) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (2) the initial amount of such Restricted Investment; plus (4) to the extent that any Unrestricted Subsidiary of the Issuer that was designated as such after the Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the lesser of (1) the Fair Market Value of the Issuer’s Investment in such Subsidiary as of the date of such redesignation or (2) such Fair Market Value as of the date on which such Subsidiary was originally designated as an 150552542v1150552542

- 86 - Unrestricted Subsidiary (together with the value of any Restricted Investments made in such Unrestricted Subsidiary to the date of redesignation less any distributions made by such Unrestricted Subsidiary during such period); plus (5) 100% of any dividends or distributions received in cash by the Issuer or a Restricted Subsidiary from an Unrestricted Subsidiary after the Issue Date (to the extent not already included in Consolidated Net Income of the Issuer for the applicable period). (b) Section 6.9(a) will not prohibit, so long as, in the case of Sections 6.9(b)(iv), 6.9(b)(vi), 6.9(b)(viii), 6.9(b)(xi) and 6.9(b)(xiii), no Default or Event of Default has occurred and is continuing or would be caused thereby: (i) the payment of any dividend or distribution, or the making of any Restricted Payment in respect of a redemption of Subordinated Indebtedness, in each case within 60 days after the date of declaration thereof or the giving of an irrevocable Redemption Notice therefor, as the case may be, if at said date of declaration such payment would have complied with the provisions of this Indenture; (ii) the payment of any dividend or similar distribution by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis; (iii) the making of any Restricted Payment (including an Investment in an Unrestricted Subsidiary or the purchase for value by the Issuer of Equity Interests in Curaleaf International Holdings, Inc. from a holder of such Equity Interests pursuant to the call and put rights under the shareholders agreement governing Curaleaf International Holdings, Inc.) in exchange for, or out of the net cash proceeds of the sale or issuance (other than a sale or issuance of Equity Interests to an Unrestricted Subsidiary) of, Equity Interests of the Issuer (other than Disqualified Stock), including cash proceeds received from an exercise orof warrants or options, or from the contribution (other than by a Subsidiary of the Issuer) of capital to the Issuer in respect of its Equity Interests (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 6.9(a)(C)(2). 6.9(a)(C)(2); (iv) the defeasance, redemption, repurchase, retirement or other acquisition of Subordinated Indebtedness with the net cash proceeds from a substantially concurrent incurrenceIncurrence of Permitted Refinancing Indebtedness; (v) Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests (other than Disqualified Stock) of the Issuer; provided that the amount of any such net cash 150552542v1150552542

- 87 - proceeds that are utilized for any such acquisition or exchange will be excluded from Section 6.9(a)(C)(2)6.9(a)(C)(2); (vi) the repurchase, redemption or other acquisition or retirement of Equity Interests deemed to occur upon the exercise or exchange of stock options, warrants or other similar rights to the extent such Equity Interests represent a portion of the exercise or exchange price of those stock options, warrants or other similar rights; (vii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer held by any current or former officer, director or employee (or any of their respective heirs or estates or permitted transferees) of the Issuer or any Restricted Subsidiary of the Issuer pursuant to any employee equity subscription agreement, stock option agreement, stock matching program, stockholders’ agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $10.010 million (with unused amounts in any calendar year being carried over to the next succeeding calendar year only); (viii) dividends on Disqualified Stock issued in compliance with Section 6.106.10 to the extent such dividends are included in the definition of Consolidated Fixed Charges with respect to the Issuer; (ix) the payment of cash in lieu of fractional Equity Interests in connection with stock dividends, splits or business combinations or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuer or any of its Restricted Subsidiaries that are not derivative securities; (x) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, amalgamation, consolidation or transfer of assets that complies with the provisions of Section 10.110.1; (xi) the repurchase, redemption or other acquisition or retirement for value of any Indebtedness pursuant to provisions in documentation governing such Indebtedness similar to those described in Section 6.156.15 or Section 6.166.16, provided that, prior to such repurchase, redemption or other acquisition or retirement, the Issuer (or a third party to the extent permitted by this Indenture) shall have made a Change of Control Offer or Asset Sale Offer with respect to the Notes and shall have repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer; (xii) distributions in the amounts required to fund tax payable by any partners related to the taxable income generated together with any pro-rata 150552542v1150552542

- 88 - distributions required to be made to the other partners as a result of such distributions; and (xiii) Restricted Payments not otherwise permitted under items (i)(i) through (xi)(xii) above in an aggregate amount at any one time outstanding not to exceed the greater of (A) $75.050.0 million and (B) the amount equal to 0.30.30 multiplied by the aggregate amount of Consolidated EBITDA for the most recently completed twelve fiscal months of the Issuer for which the internal financial statements are available immediately preceding the date on which such Restricted Payment is made. (c) In determining whether any Restricted Payment (or a portion thereof) is permitted by Section 6.9(a) or Section 6.9(b), the Issuer may allocate or reallocate all or any portion of such Restricted Payment among the clauses of paragraph (a) or (b) of this Section 6.9, provided that at the time of such allocation or reallocation, all such Restricted Payments, or allocated portions thereof, would be permitted under the various provisions of the foregoing covenant. (d) The amount of all Restricted Payments will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities (other than cash or Cash Equivalents) that are required to be valued by this covenant will be determined, in the case of amounts under $50.0 million, pursuant to an Officers’ Certificate delivered to the Trustee and, in the case of amounts over $50.0 million, by the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution that will be delivered to the Trustee. (e) Notwithstanding anything to the contrary in the foregoing, in no event shall the Issuer or any Restricted Subsidiary make a Restricted Payment to any Subsidiary or Affiliate of the Issuer that is not a Guarantor in the form of material intellectual property or an exclusive license of material intellectual property. For the avoidance of doubt, any Investment in any European Subsidiary shall only be permitted pursuant to Section 6.9(a) or Section 6.9(b)(iii) above, and the proviso at the end of the definition of “Permitted Investments”. 6.10 Incurrence of Indebtedness (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Debt); provided, however, that all of the below are satisfied: (i) the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt), if all of the below are satisfied: (i) the Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such 150552542v1150552542

- 89 - additional Indebtedness is Incurred would have been at least 2.5: to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period; (ii) the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt), if immediately following the incurrenceIncurrence of such Indebtedness the ratio of (i) Consolidated Indebtedness, to (ii) Consolidated EBITDA, does not exceed 4.0: to 1.0; and (iii) no Default or Event of Default shall have occurred and be continuing. (b) Notwithstanding the foregoing, Section 6.10(a) will not prohibit the Incurrence of any of the following (collectively, “Permitted Debt”): (i) the Incurrence by the Issuer and any Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and any Guarantor thereunder) that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this clause (i) since the Issue Date and which remain outstanding, does not exceed $200100 million; provided that, the Issuer or any Credit Facility Agent may require the entering into, and the Trustee shall upon such requirement enter into, an Intercreditor Agreement in respect thereof; (ii) the Incurrence by the Issuer and any Guarantor of Indebtedness that ranks pari passu with the Notes and the Guarantees secured by Liens on the Collateral, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (ii), provided that immediately following the Incurrence of such Indebtedness and Liens the ratio of Consolidated Secured Indebtedness to Consolidated EBITDA does not exceed 3.0 to 1.0; (iii) the Incurrence of Attributable Debt, Capital Lease Obligations, Purchase Money Obligations or other Indebtedness, in each case, incurredIncurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness that is Incurred to refund, refinance or replace any Indebtedness that is Incurred pursuant to this clause (iii), in an aggregate principal amount at any time outstanding not to exceed the greater of (i) 15.015% of Consolidated Net Tangible Assets at any time outstanding or (ii) $200 million; (iv) the Incurrence of Non-Recourse Debt; 150552542v1150552542

- 90 - (v) the Incurrence of Existing Indebtedness; (vi) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the Guarantees, in each case, issued on the Issue Date and any Guarantee provided subsequent to the Issue Date; (vii) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 6.10(a)6.10(a) or clauses (ii), (iii), (iv), (v), (vi), (xii) or (xiii) of this Section 6.10(b)6.10(b); (viii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer, or any Guarantee, in the case of a Guarantor; (B) such Indebtedness owed to the Issuer or any Guarantor must be unsubordinated obligations, unless the obligor under such Indebtedness is the Issuer or a Guarantor; (C) if the Issuer or a Restricted Subsidiary is the obligor on such Indebtedness (1i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (2ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (viii); (ix) the guarantee by the Issuer or any of the Guarantors of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer that was permitted to be Incurred by another provision of this covenant; (x) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations for the purpose of managing risks in the ordinary course of business and not for speculative purposes; (xi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, 150552542v1150552542

- 91 - bid bonds, appeal bonds and surety bonds or other similar bonds or obligations, and any guarantees or letters of credit functioning as or supporting any of the foregoing, in each case provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; (xii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business and guarantees of payment; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xiii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness; (xiv) any indemnification obligation, adjustment of purchase price or similar obligation incurred in connection with the consummation of one or more acquisitions permitted by the terms hereof; (xv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xvi) the Incurrence of Indebtedness representing deferred compensation to directors, officers, members of management or employees (in their capacities as such) of the Issuer or any of its Restricted Subsidiaries and Incurred in the ordinary course of business; (xvii) the Incurrence of Indebtedness issued by Issuer or any of its Restricted Subsidiaries to any current or former officer, director or employee (or any of their respective heirs or estates or permitted transferees) of the Issuer or any Restricted Subsidiary to finance the purchase or redemption of Equity Interests; or (xviii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness not otherwise permitted under Section 6.10(b)(i)6.10(b)(i) through (xvii) above in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness that is Incurred to refund, refinance, defease, discharge or replace any Indebtedness that is Incurred pursuant to this Section 6.10(b)(xviii)6.10(b)(xviii), not to exceed the greater of (Aa) $100.075 million or (Bb) the amount equal to 0.30.30 multiplied by the aggregate amount of Consolidated EBITDA for the most recently completed twelve fiscal months of the Issuer for which the internal financial statements are 150552542v1150552542

- 92 - available immediately preceding the date on which such Indebtedness is Incurred. (c) For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 6.10(b)(ii)6.10(b)(ii) through (xviii)(xviii) above, or is entitled to be Incurred or issued pursuant to Section 6.11(a), the Issuer will be permitted to divide and classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 6.106.10. In addition, any Indebtedness originally divided or classified as Incurred pursuant to Section 6.10(b)(ii) through (xviii)(xviii) above or pursuant to Section 6.10(a) may later be re-divided or reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another of such clauses or such paragraph; provided that such re-divided or reclassified Indebtedness could be Incurred pursuant to such new clause or such paragraph at the time of such re-division or reclassification. Notwithstanding the foregoing, Indebtedness outstanding on the Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided pursuant to Section 6.10(b)(v)6.10(b)(v); provided that Indebtedness under the Existing Credit Agreement outstanding on the Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided pursuant to Section 6.10(b)(i) above and, in such case, the Issuer shall not be entitled to reclassify such Indebtedness. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in such determination. (d) Notwithstanding any other provision of this covenant and for the avoidance of doubt, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies or increases in the value of property securing Indebtedness which occur subsequent to the date that such Indebtedness was Incurred as permitted by this covenant. (e) The Issuer will not, and will not permit any Guarantor to, Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is subordinate in right of payment to the Notes and such Guarantor’s Guarantee to the same extent. 6.11 Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Issuer or any of its Restricted Subsidiaries or pay any liabilities 150552542v1150552542

- 93 - owed to the Issuer or any of its Restricted Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on any other Capital Stock shall not be deemed a restriction on the ability to pay any dividends or make any other distributions); (ii) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries. (b) Section 6.11(a) will not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to any Existing Indebtedness, Capital Stock or any other agreements or instruments in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and/or the Chief Financial Officer of the Issuer, not materially more restrictive, taken as a whole, than those contained in the Existing Indebtedness, Capital Stock or such other agreements or instruments, as the case may be, as in effect on the Issue Date; (ii) under agreements governing other Indebtedness permitted to be Incurred under Section 6.10 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements if either the encumbrance or restriction will not, in the reasonable good faith judgement of the Chief Executive Officer and/or the Chief Financial Officer of the Issuer, materially affect the Issuer’s ability to make principal or interest payments on the Notes; (iii) set forth in this Indenture, the Notes and the Guarantees or contained in any other instrument relating to any such Indebtedness; (iii.1) existing as a result of the Reorganization or otherwise existing under, by reason of or with respect to the rules, policies or guidelines of any stock exchange on which any class of Capital Stock of the Issuer is listed for trading; (iv) existing under, by reason of or with respect to applicable law, rule, regulation, order, approval, license, permit or similar restriction; (v) with respect to any Person or the property or assets of a Person acquired by the Issuer or any of its Restricted Subsidiaries existing at the time of 150552542v1150552542

- 94 - such acquisition and not incurred in connection with, or in contemplation of, such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and/or the Chief Financial Officer of the Issuer, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; (vi) in the case of a transfer contemplated under Section 6.11(a)(iii): (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture; (C) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations, in each case which impose restrictions on the property so acquired; (D) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Chief Executive Officer and/or the Chief Financial Officer of the Issuer or in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements; (E) any instrument governing secured Indebtedness; or (F) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof; (vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions, 150552542v1150552542

- 95 - loans or advances by that Restricted Subsidiary or transfers of such Capital Stock, property or assets pending such sale or other disposition; (viii) contained in Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness do not add any restriction that is prohibited by Sections 6.11(a)(i) through (iii) and otherwise are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) pursuant to Liens permitted to be incurred under Section 6.6 that limit the right of the debtor to dispose of the assets subject to such Liens; (x) contained in agreements entered into in connection with Hedging Obligations permitted from time to time under this Indenture; (xi) constituting customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (xii) existing under restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over any Restricted Subsidiary of the Issuer or any of their businesses; (xiii) contained in agreements entered into in the ordinary course of business, not related to any Indebtedness that do not individually or in the aggregate materially detract from the value of the property or assets of any Restricted Subsidiary of the Issuer; (xiv) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (xv) with respect to an Unrestricted Subsidiary of the Issuer pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Issuer or any Restricted Subsidiary thereof other than the assets and property so acquired; and (xvi) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements, instruments or obligations referred to in clauses (i) through (xv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgement of the Chief Executive Officer and the Chief Financial 150552542v1150552542

- 96 - Officer of the Issuer, not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 6.12 Transactions with Affiliates (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $25.0 million for any Affiliate Transaction or series of related Affiliate Transactions, unless: (i) such Affiliate Transaction is on terms, taken as a whole, that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction, taken as a whole, by the Issuer or such Restricted Subsidiary with a Person that is not an Affiliate of the Issuer and is approved by a majority of disinterested directors; and (ii) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant. (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 6.12(a): (i) transactions between or among the Issuer and/or its Restricted Subsidiaries; (ii) payment of reasonable fees to, and reasonable and customary indemnification and similar payments to officers, directors, employees or consultants of the Issuer and its Subsidiaries; (iii) any Permitted Investments or Restricted Payments that are permitted under Section 6.9; (iv) any issuance of Equity Interests (other than Disqualified Stock) of the Issuer, or receipt of any capital contribution from any Affiliate of the Issuer; (v) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, 150552542v1150552542

- 97 - directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (vi) transactions pursuant to agreements or arrangements in effect on the Issue Date and described in the Offering Memorandum (including in any of the documents incorporated by reference therein), or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to, or restrictive on, the Issuer and its Restricted Subsidiaries than the original agreement or arrangement in existence on the Issue Date; (vii) any employment, consulting, service or termination agreement, employee benefit plan or arrangement, reasonable indemnification arrangements or any similar agreement, plan or arrangement, entered into by the Issuer or any of its Restricted Subsidiaries with officers, directors, consultants or employees of the Issuer or any of its Restricted Subsidiaries and the payment of compensation or benefits to officers, directors, consultants and employees of the Issuer or any of its Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), and any payments, indemnities or other transactions permitted or required by bylaw, statutory provisions or any of the foregoing agreements, plans or arrangements; (viii) transactions permitted by, and complying with, Section 10.1; (ix) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of the Issuer or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (x) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged, amalgamated or consolidated with or into the Issuer or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that such agreement was not entered into contemplation of such acquisition, merger, amalgamation or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the Holders of the Notes in any material respect, than the applicable agreement as in effect on the date of such acquisition, merger, amalgamation or consolidation; (xi) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Issuer or any of its Restricted Subsidiaries on the same basis as 150552542v1150552542

- 98 - concurrent payments are made or offered to be made in respect thereof to non-Affiliates or on a basis more favorable to such non-Affiliate; (xii) transactions with customers, clients, joint ventures, joint venture partners, suppliers, or purchasers or sellers of goods or services that are Affiliates of the Issuer, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, provided that in the reasonable determination of the Chief Executive Officer or Chief Financial Officer of the Issuer, such transactions are on terms not less favorable to the Issuer or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer; or (xiii) transactions in which the Issuer or any Restricted Subsidiary of the Issuer, as the case may be, delivers to the Trustee a letter from a Canadian or U.S. nationally recognized accounting, appraisal or investment banking firm stating that the financial terms of such transaction (or a series of related transactions) are fair to the Issuer or such Restricted Subsidiary from a financial point of view or meet the requirements of Section 6.12(a)(i). 6.13 Future Note Guarantees (a) The Issuer will cause (i) any Restricted Subsidiary acquired or created after the Issue Date and which is neither an Immaterial Subsidiary or an Excluded Subsidiary; and (ii) any Unrestricted Subsidiary that is designated as a Restricted Subsidiary and which is neither an Immaterial Subsidiary or an Excluded Subsidiary, to execute and deliver to the Collateral Trustee a Guarantee. (b) The obligations of each Guarantor will be limited to the maximum amount that will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. 6.14 Business Activities The Issuer will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Issuer and its Restricted Subsidiaries taken as a whole; it being understood that the Issuer and its Restricted Subsidiaries shall be deemed to be in compliance with the foregoing covenant in respect of the acquisition of another Person that is primarily engaged in a Permitted Business or the acquisition of business operations that primarily consist of a Permitted Business. 6.15 Repurchase at the Option of Holders – Change of Control (a) If a Change of Control occurs, the Issuer will (unless a Suspension Period arises at any time within a period of 90 days following such Change of Control in which case such Suspension Period for purposes of this Section 6.15 shall be deemed to have commenced on the date such Change of Control occurred) be required to 150552542v1150552542

- 99 - make an offer to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (with respect to any such Change of Control, a “Change of Control Offer”). In any Change of Control Offer, the Issuer will offer a payment (the “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date” which date will be no earlier than the date of such Change of Control). (b) No later than 30 days (or, 91 days if the Issuer is in good faith pursuing to obtain an Investment Grade Status) following any Change of Control, the Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control, offer to repurchase Notes on the Change of Control Payment Date specified in such notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed and describe the procedures, as required by this Indenture, that Holders must follow in order to tender Notes (or portions thereof) for payment and withdraw an election to tender Notes (or portion thereof) for payment. Notwithstanding anything to the contrary herein, a Change of Control Offer by the Issuer, or by any third party making a Change of Control Offer in lieu of the Issuer as described below, may be made in advance of a Change of Control, conditional upon such Change of Control if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. (c) The Issuer will comply with the requirements of any Applicable Securities Legislation to the extent such requirements are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any Applicable Securities Legislation conflict with the Change of Control provisions of this Indenture, or compliance with the Change of Control provisions of this Indenture would constitute a violation of any such laws or regulations, the Issuer will comply with the Applicable Securities Legislation and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance. (d) On or before the Change of Control Payment Date, the Issuer will, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 150552542v1150552542

- 100 - (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. (e) On the Change of Control Payment Date, the Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof. (f) The Issuer will advise the Trustee and the Holders of the Notes of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party, as the case may be, will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem or purchase, as applicable, all Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date. (h) The provisions of Section 6.15 that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable, other than during a Suspension Period. (i) Except as described in Section 6.15, the Holders on Notes shall not be permitted to require that the Issuer repurchase or redeem any Notes in the event of a takeover, recapitalization, privatization or similar transaction. In addition, Holders of Notes are not entitled to require the Issuer to purchase their Notes in circumstances involving a significant change in the composition of the Board of Directors of the Issuer. (j) Notwithstanding anything to the contrary in this Section 6.15, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if: (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and 150552542v1150552542

- 101 - purchases all Notes properly tendered and not withdrawn under the Change of Control Offer; or (ii) a Redemption Notice has been given pursuant to Section 3.72.6 of the Fourth Supplemental Indenture, unless and until there is a default in payment of the applicable Redemption Price. (k) Wherever in this Section 6.15 there is a mention, in any context, of a Change of Control Offer or a Change of Control Payment or of any action relating thereto, such mention is deemed to allow the making of any such Change of Control Offer, the payment for such Change of Control Payment, or the taking of any such action, in each case, directly or indirectly, by any Restricted Subsidiary of the Issuer in lieu of the Issuer. 6.16 Repurchase at the Option of Holders – Asset Sales (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (i) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration in respect of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 50% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Issuer’s or such Restricted Subsidiary’s most recently available annual or quarterly balance sheet, of the Issuer or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement or similar agreement that releases the Issuer or such Restricted Subsidiary from further liability; and (B) any notes or other obligations received by the Issuer or any such Restricted Subsidiary in such Asset Sale that are converted within 365180 days by the Issuer or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. (b) Within 365180 days after the receipt of any Net Proceeds from an Asset Sale other than a Qualifying Asset Sale, the Issuer or its Restrictedsuch Subsidiaries may apply an amount equal to such Net Proceeds to, at its option, any combination of the following purposes: 150552542v1150552542

- 102 - (i) (a) in the case of an Asset Sale by the Issuer or any of its Subsidiaries, to permanently repay, prepay, redeem, purchase or repurchase Indebtedness of the Issuer or any of its Restricted Subsidiaries under a Credit Facility that is secured by a Lien that is senior in priority to the Lien securing the Notes and, if the Indebtedness so repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto; or (b) in the case of an Asset Sale by an Unrestricted Subsidiary, to permanently repay, prepay, redeem, purchase or repurchase Indebtedness of an Unrestricted Subsidiary; or (ii) to reinvest in new assets and make any capital expenditure in or that is used or useful in a Permitted Business or to purchase Replacement Assets (or enter into a binding agreement to make such capital expenditure or to purchase such Replacement Assets), provided that (A) such capital expenditure or purchase is consummated within the later of (x) 365180 days after the receipt of the Net Proceeds from the related Asset Sale and (y) 180 days after the date of such binding agreement and (B) if such capital expenditure or purchase is not consummated within the period set forth in subclause (A) of this Section 6.16(b)(ii) the amount not so applied will be deemed to be Excess Proceeds (as defined below); provided that, in the case of an Asset Sale by the Issuer or its Restricted Subsidiaries, such reinvestment is in the Issuer or a Restricted Subsidiary (and not an Unrestricted Subsidiary). (c) Pending the final application of any such Net Proceeds, the Issuer and its Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (d) An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in this Section 6.16 will constitute “Excess Proceeds.” If on any date, the aggregate amount of Excess Proceeds exceeds $20.0 million or the Issuer or its Subsidiaries have received Net Proceeds from a Qualifying Asset Sale, then within ten Business Days after such date, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness secured by Collateral with a ranking that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Indebtedness secured by Collateral with a ranking that is pari passu with the Notes that may be purchased out of the Excess Proceeds or with the Net Proceeds from the Qualifying Asset Sale, as applicable; provided that in the case of an Asset Sale by an Unrestricted Subsidiary, the Net Proceeds under the Asset Sale Offer shall not exceed the amounts actually invested by the Issuer and its Restricted Subsidiaries into such Unrestricted Subsidiary since the Issue Date. The offer price in any Asset Sale Offer will be equal to 100% of(a) in the case of an Asset Sale out of Excess Proceeds, 100% of the principal amount plusand (b) in the case of a Qualifying Asset Sale, 100% of the principal amount, plus, in each case, accrued 150552542v1150552542

- 103 - and unpaid interest to the date of purchase, and will be payable in cash. The Issuer may satisfy the foregoing obligation with respect to such Excess Proceeds from an Asset Sale by making an Asset Sale Offer in advance of being required to do so by this Indenture (an “Advance Offer”) with respect to all or part of the available Excess Proceeds (the “Advance Portion”). If any Excess Proceeds or Net Proceeds, as applicable, remain unapplied after the consummation of an Asset Sale Offer, the Issuer and its Restricted/or such Subsidiaries may use those Excess Proceedssuch proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Indebtedness secured by Collateral with a ranking that is pari passu with the Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, or Net Proceeds, as applicable, the Trustee will select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or in integral multiples of $1,000 in excess thereof, shall be purchased) and the Issuer or the respective agent for such other Indebtedness secured by Collateral with a ranking that is pari passu with the Notes shall make such adjustment for such other Indebtedness secured by Collateral with a ranking that is pari passu with the Notes. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds or Net Proceeds, as applicable will be reset at zero (regardless of whether there are any remaining Excess Proceeds or Net Proceeds, as applicable, upon such completion), and in the case of an Advance Offer, the Advance Portion shall be excluded in subsequent calculations of Excess Proceeds or Net Proceeds, as applicable. (e) Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, will be governed by Section 6.15 and/or Section 10.1, and not by the provisions of this Section 6.16. (f) Within five Business Days after the Issuer is obligated to make an Asset Sale Offer as described in this Section 6.16, the Issuer will deliver a written notice to the Holders, accompanied by such information regarding the Issuer and its Affiliates as the Issuer in good faith believes will enable such Holders to make an informed decision with respect to such Asset Sale Offer. Such notice shall state, among other things, the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered. (g) Without limiting the foregoing: (i) any Holder may decline any offer of prepayment pursuant to this Section 6.16; and (ii) the failure of any such Holder to accept or decline any such offer of prepayment shall be deemed to be an election by such Holder to decline such prepayment. 150552542v1150552542

- 104 - (h) The Issuer will comply with the requirements of any Applicable Securities Legislation to the extent such requirements are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any Applicable Securities Legislation conflict with the Asset Sale provisions of this Indenture, or compliance with the Asset Sale provisions of this Indenture would constitute a violation of Applicable Securities Legislation, the Issuer will comply with the Applicable Securities Legislation and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance. (i) Wherever in this Section 6.16 there is a mention, in any context, of an Asset Sale Offer or an Advance Offer or of any action relating thereto, such mention is deemed to allow the making of any such Asset Sale Offer or Advance Offer, the payment for such Asset Sale Offer or Advance Offer, or the taking of any such action, in each case, directly or indirectly, by any Restricted Subsidiary of the Issuer in lieu of the Issuer. 6.17 Real Estate Mortgages and Filings (a) With respect to any real property acquired by the Issuer or a Guarantor after the Issue Date, in each case with an individual Fair Market Value (measured at the time of acquisition) in excess of $10 million (each such owned real property, a “Premises”), the Issuer or such Guarantor, as applicable, will deliver to the Collateral Trustee, within 90 days of the date of acquisition of such Premises or the date the owner of such Premises becomes a Guarantor, as applicable: (i) a mortgage, deed of trust or other instrument customarily recognized in the applicable jurisdiction for the purpose of granting a consensual Lien in real property in favour of the Collateral Trustee, as mortgagee or beneficiary, as applicable, in respect of such Premises, duly executed by the Issuer or applicable Guarantor, together with evidence of the completion (or arrangements for the completion) of all recordings and filings of such mortgage, deed of trust or other instrument as may be necessary to create a valid, perfected Lien to secure the Obligations of the Issuer and the Guarantors pursuant to the Notes and the Security Documents (subject to any Permitted Liens) against such Premises, including payment of any taxes and fees in connection therewith, and if such taxes or fees are based on the amount secured, such amount shall be the lesser of (a) 110% of the Fair Market Value (measured at the time of acquisition) or (b) the amount of the Obligations of the Issuer and the Guarantors pursuant to the Notes and the Security Documents; and (ii) with respect to such Premises, customary local counsel opinions and such other documents, instruments, certificates and agreements as may be necessary to create, evidence or perfect a valid Lien on such Premises. For the avoidance of doubt, it is understood that neither the Trustee nor the Collateral Trustee shall have an affirmative duty to ascertain the sufficiency of any such mortgage, deed of trust or other documents, 150552542v1150552542

- 105 - instruments, certificates or agreements or any other documents or instruments related thereto. 6.18 Payments for Consent The Issuer will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder or Beneficial Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders or Beneficial Holders that consent, waive or agree to amend in the time frame set for the in the solicitation documents relating to such consent, waiver or agreement. 6.19 Suspension of Covenants (a) If on any date following the Issue Date: (i) the Issuer has an Investment Grade Rating from at least two of the Designated Rating Organizations (or at least one Designated Rating Organization with respect to clause (F) below), provided that, in each case, at least one of Standard & Poor’s, Moody’s or Fitch shall have provided such an Investment Grade Rating) that have provided ratings of the Notes (“Investment Grade Status”); and (ii) no Default or Event of Default shall have occurred and be continuing on such date, then beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the “Suspension Period”), the Sections listed below (the “Suspended Covenants”) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries as of the beginning of such Suspension Period: (A) Section 6.6 – Liens; (B) Section 6.9 – Restricted Payments; (C) Section 6.10 – Incurrence of Indebtedness; (D) Section 6.11 – Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries; (E) Section 6.12 – Transaction with Affiliates; (F) Section 6.15 – Repurchase at the Option of Holders – Change of Control; 150552542v1150552542

- 106 - (G) Section 6.16 – Repurchase at the Option of Holders – Asset Sales; and (H) Clause (c) of Section 10.1 – Merger, Amalgamation, Consolidation or Sale of Assets. (b) If at any time the Notes cease to have Investment Grade Status, then the Suspended Covenants will thereafter be reinstated with effect following the 60th Business Day following the time the Notes cease to have Investment Grade Status (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture with respect to future events for the benefit of the Notes (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes again achieve Investment Grade Status and no Default or Event of Default shall have occurred and be continuing on such date (in which event the Suspended Covenants shall no longer be in effect unless and until the Notes cease to have such Investment Grade Status). Such Suspended Covenants will not, however, be of any effect with regard to the actions of the Issuer and its Restricted Subsidiaries properly taken during the continuance of the Suspension Period. For the avoidance of doubt, all Restricted Payments made, all Indebtedness Incurred, all dividends, other distributions, loan, advances and transfers of properties or assets paid and/or entered into, all consolidations, amalgamations, mergers, sales, assignments, leases, transfers, conveyances and other dispositions entered into and all Affiliate Transactions entered into during the Suspension Period will be disregarded for all purposes (and no amounts shall count towards any baskets set out in the Offering Memorandum, this Indenture or any of the Notes). (c) With respect to the Restricted Payments made after any Reversion Date, the amount of Restricted Payments will be calculated as though Section 6.9 had been in effect prior to, but not during, the Suspension Period. All Indebtedness that is Incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to 6.10(b)(ii). Any encumbrance or restriction of the type specified in Sections 6.11(a)(i), 6.11(a)(ii) and 6.11(a)(iii) entered into (or which the Issuer or any Restricted Subsidiary become legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 6.11(b)(i). Any contract, agreement, loan, advance or guarantee with or for the benefit of any Affiliate of the Issuer entered into (or which the Issuer or any Restricted Subsidiary became legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 6.12(b)(vi). Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at zero. During a Suspension Period, the Issuer may not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries. (d) Notwithstanding that the Suspended Covenants may be reinstated, and notwithstanding anything else contained herein: 150552542v1150552542

- 107 - (i) no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or on the Reversion Date) or after the Suspension Period based solely on events that occurred during the Suspension Period; and (ii) neither (a) the continued existence, after the Reversion Date, of facts or circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that (1) the Issuer and its Restricted Subsidiaries did not incur or otherwise cause such facts or circumstances or obligations to exist in anticipation of the Notes ceasing to have Investment Grade Status and (2) the Issuer reasonably expected that such incurrence or actions would not result in such ceasing. (e) The Issuer shall notify the Trustee that the conditions set forth in this Section 6.19(a) have been satisfied; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to monitor the ratings of the Notes, determine whether the Notes achieve Investment Grade Status or notify the Holders that the conditions set forth in this Section 6.19(a) have been satisfied. ARTICLE 7 DEFAULT AND ENFORCEMENT 7.1 Events of Default Unless otherwise provided in a Supplemental Indenture relating to a particular series of Notes, an “Event of Default” means any one of the following events: (a) default for 30 days in the payment when due of interest on the Notes; (b) except as contemplated in Section 7.1(d), default for three Business Days in payment when due of the principal of, or premium, if any, on the Notes (whether at maturity, upon redemption or upon a required repurchase) pursuant to its obligations under Sections 6.15 and 6.16); (c) failure by the Issuer to comply with its obligations under Section 10.1; (d) failure by the Issuer for 30 days to comply with the provisions of Section 6.15 or Section 6.16 to the extent not described in Section 7.1(b); (e) failure by the Issuer or any of its Restricted Subsidiaries for 60 days (or 90 days in the case of a Reporting Failure) after written notice by the Trustee or Holders 150552542v1150552542

- 108 - representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in this Indenture; (f) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default: (i) is caused by a failure to make any payment on such Indebtedness when due and prior to the expiration of the grace period, if any, provided in such Indebtedness (a “Payment Default”); or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default which remains outstanding or the maturity of which has been so accelerated for a period of 30 days or more, aggregates $50.0 million or more, provided that if any such Payment Default is cured or waived or any such acceleration is rescinded, as the case may be, such Event of Default under this Indenture and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgement or decree; (g) failure by the Issuer or any of its Restricted Subsidiaries to pay final non-appealable judgments (to the extent such judgments are not paid or covered by in-force insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (h) except as permitted by this Indenture, any guaranteeGuarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its guaranteeGuarantee; and (i) the Issuer or any Restricted Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) applies for or consents to the entry of an order for relief against it in an involuntary case or proceeding; 150552542v1150552542

- 109 - (iii) applies for or consents to the appointment of a custodian of it or for all or substantially all of its assets; or (iv) makes a general assignment for the benefit of its creditors; (j) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Issuer or any Restricted Subsidiary as debtor in an involuntary case or proceeding; (ii) appoints a custodian of the Issuer or any Restricted Subsidiary or a custodian for all or substantially all of the assets of the Issuer or any Restricted Subsidiary; or (iii) orders the liquidation of the Issuer or any Restricted Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days and, in the case of the insolvency of a Restricted Subsidiary, such Restricted Subsidiary remains a Restricted Subsidiary on such 60th day; and (k) if the Security Documents shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on any material portion of the Collateral purported to be covered thereby and the Issuer or the applicable Guarantor does not take all steps required to provide the Collateral Trustee with a valid and perfected Lien against such Collateral within fifteen (15) days of request therefor by the Collateral Trustee or the Trustee. For greater certainty, for the purposes of this Section 7.1, an Event of Default shall occur with respect to a series of Notes if such Event of Default relates to a Default in the payment of principal, premium (if any), or interest on such series of Notes, in which case references to “Notes” in this Section 7.1 shall refer to Notes of that particular series. For the purposes of this Article 7, where the Event of Default refers to an Event of Default with respect to a particular series of Notes as described in this Section 7.1, then this Article 7 shall apply mutatis mutandis to the Notes of such series and references in this Article 7 to the “Notes” shall be deemed to be references to Notes of such particular series, as applicable 7.2 Acceleration of Maturity; Rescission, Annulment and Waiver (a) If an Event of Default (other than as specified in Section 7.1(i) or 7.1(j)) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, and the Trustee at the request of such Holders shall, declare by notice in writing to the Issuer and (if given by the Holders) to the Trustee, the principal of (and premium, if any) and accrued and unpaid interest to the date of acceleration on, all of the outstanding Notes 150552542v1150552542

- 110 - immediately due and payable and, upon any such declaration, all such amounts will become due and payable immediately. If an Event of Default specified in Section 7.1(i) or 7.1(j) occurs and is continuing, then the principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Notes will thereupon become and be immediately due and payable without any declaration, notice or other action on the part of the Trustee or any Holder. However, the effect of such provision may be limited by applicable laws. (b) The Issuer shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any Payment Default or acceleration referred to in Section 7.1(f)(ii). In addition, for the avoidance of doubt, if an Event of Default specified in Section 7.1(b) occurs in relation to a failure by the Issuer to comply with the provisions of Section 6.15, “premium” shall include, without duplication to any other amounts included in “premium” for these purposes, the excess of: (i) the Change of Control Payment that was required to be offered in accordance with Section 6.15, in the event such offer was not made, or, in the event such offer was made, the Change of Control Payment that was required to be paid in accordance with Section 6.15; over (ii) the principal amount of the Notes that were required to be subject to such offer or payment, as applicable. (c) At any time after a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee: (i) the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Issuer, the Holders and the Trustee, may rescind and annul such declaration and its consequences if: (A) all existing Events of Default, other than the non-payment of amounts of principal of (and premium, if any) or interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived; and (B) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, provided that if the Event of Default has occurred by reason of the non-observance or non-performance by the Issuer of any covenant applicable only to one or more series of Notes, then the Holders of a majority of the principal amount of the outstanding Notes of that series shall be entitled to exercise the foregoing power of rescission and the Trustee shall so act and it shall not be necessary to obtain a waiver from the Holders of any other series of Notes; and 150552542v1150552542

- 111 - (ii) the Trustee, so long as it has not become bound to declare the principal and interest on the Notes (or any of them) to be due and payable, or to obtain or enforce payment of the same, shall have the power to waive any Event of Default if, in the Trustee’s opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to rescind and annul such declaration and its consequences, provided that no such rescission shall affect any subsequent Default or impair any right consequent thereon. (d) Notwithstanding Section 7.2(a), in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 7.1(f) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30 day period which has not been cured or waived during such period. (e) The Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all Notes rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree, except a Default or Event of Default in the payment of interest on, or principal (or premium, if any) of, Notes; provided that if the Default or Event of Default has occurred by reason of the non-observance or non-performance by the Issuer of any covenant applicable only to one or more series of Notes, then the Holders of a majority of the principal amount of the outstanding Notes of such series shall be entitled to waive such Default or Event of Default and it shall not be necessary to obtain a waiver from the Holders of any other series of Notes. 7.3 Collection of Indebtedness and Suits for Enforcement by Trustee (a) The Issuer covenants that if: (i) Default is made in the payment of any instalment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or (ii) Default is made in the payment of the principal of (or premium, if any on) any Note at the Maturity thereof and such default continues for a period of three Business Days, 150552542v1150552542

- 112 - the Issuer will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue instalment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. (b) If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor (including the Guarantors, if any) upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon the Notes, wherever situated. (c) If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 7.4 Trustee May File Proofs of Claim (a) In case of any pending receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer and its debts or any other obligor upon the Notes (including the Guarantors, if any), and their debts or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal (and premium, if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and 150552542v1150552542

- 113 - (ii) to collect and receive any moneys or other securities or property payable or deliverable upon the conversion or exchange of such securities or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee hereunder. (b) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 7.5 Trustee May Enforce Claims Without Possession of Notes All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the rateable benefit of the Holders of the Notes in respect of which such judgment has been recovered. 7.6 Application of Monies by Trustee (a) Except as herein otherwise expressly provided, any money collected by the Trustee pursuant to this Article 7 shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 7.6 provided, in payment, rateably and proportionately to the Holders, of the principal of and premium (if any) and accrued and unpaid interest and interest on amounts in default on the Notes which shall then be outstanding in the priority of principal first and then premium and then accrued and unpaid interest and 150552542v1150552542

- 114 - interest on amounts in default unless otherwise directed by a resolution of the Holders in accordance with Article 12 and in that case in such order or priority as between principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Issuer or its assigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to Section 7.6(a)(ii) above in respect of the principal, premium or interest on any Notes held, directly or indirectly, by or for the benefit of the Issuer or any Subsidiary of the Issuer (other than any Notes pledged for value and in good faith to a Person other than the Issuer or any Subsidiary of the Issuer but only to the extent of such Person’s interest therein), except subject to the prior payment in full of the principal, premium (if any) and interest (if any) on all Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in Section 7.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Notes of each applicable series, but it may retain the money so received by it and invest or deposit the same as provided in Section 11.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment or distribution hereunder. 7.7 No Suits by Holders Except to enforce payment of the principal of, and premium (if any) or interest on any Note (after giving effect to any applicable grace period specified therefor in Section 7.1(a) and 7.1(b)), no Holder shall have any right to institute any action, suit or proceeding at law or in equity with respect to this Indenture or for the appointment of a liquidator, trustee or receiver or for a receiving order under any Bankruptcy Laws or to have the Issuer or any Guarantor wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless the Trustee: (a) the Holder has previously given the Trustee written notice of a continuing Event of Default; (b) the Holder or Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy; (c) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense; 150552542v1150552542

- 115 - (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request, it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and rateable benefit of all the Holders. 7.8 Unconditional Right of Holders to Receive Principal, Premium and Interest Notwithstanding any other provision in this Indenture, a Holder shall have the right, which is absolute and unconditional, to receive payment, as provided herein of the principal of (and premium, if any) and interest on the Notes held by such Holder on the applicable Maturity date and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 7.9 Restoration of Rights and Remedies If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Guarantors (if any), the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 7.10 Rights and Remedies Cumulative Except as otherwise expressly provided herein, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 7.11 Delay or Omission Not Waiver No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 7 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 150552542v1150552542

- 116 - 7.12 Control by Holders Subject to Section 11.3, the Holders of not less than a majority in principal amount of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; (c) nothing herein shall require the Trustee to take any action under this Indenture or any direction from Holders which might in its reasonable judgment involve any expense or any financial or other liability unless the Trustee shall be furnished with indemnification acceptable to it, acting reasonably, including the advance of funds sufficient in the judgment of the Trustee to satisfy such liability, costs and expenses; and (d) the Trustee shall have the right to not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting. For certainty, no Holder shall have any right of action whatsoever against the Trustee as a result of the Trustee acting or refraining from acting under the terms of this Indenture in accordance with the instructions from the Holders. 7.13 Notice of Event of Default If an Event of Default shall occur and be continuing the Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Holders in the manner provided in Section 14.2, provided that, notwithstanding the foregoing, unless the Trustee shall have been requested to do so by the Holders of at least 25% of the principal amount of the Notes then outstanding, the Trustee shall not be required to give such notice if the Trustee in good faith shall have determined that the withholding of such notice is in the best interests of the Holders and shall have so advised the Issuer in writing. Notwithstanding the foregoing, notice relating to a Default or Event of Default relating to the payment of principal or interest shall not in any circumstances be withheld. 7.14 Waiver of Stay or Extension Laws The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 150552542v1150552542

- 117 - 7.15 Undertaking for Costs All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant. 7.16 Judgment Against the Issuer The Issuer covenants and agrees with the Trustee that, in case of any judicial or other proceedings to enforce the rights of the Holders, judgment may be rendered against it in favour of the Holders or in favour of the Trustee, as trustee for the Holders, for any amount which may remain due in respect of the Notes of any series and premium (if any) and the interest thereon and any other monies owing hereunder. 7.17 Immunity of Officers and Others The Holders, the Beneficial Holders and the Trustee hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future officer, director, employee, consultant, contractor, incorporator, member, manager, partner or holder of Capital Stock of the Issuer and of any Guarantor or of any successor for the payment of the principal of or premium or interest on any of the Notes or on any covenant, agreement, representation or warranty by the Issuer contained herein or in the Notes. Each Holder and Beneficial Holder, by accepting its interest in Notes, waives and releases all such claims against, and liability of, such Persons. The waiver and release provided for in this Section 7.17 are part of the consideration for issuance of the Notes. 7.18 Notice of Payment by Trustee Not less than 15 days’ notice shall be given in the manner provided in Section 14.2 by the Trustee to the Holders of Notes of any series of any payment to be made under this Article 7. Such notice shall state the time when and place where such payment is to be made and also the liability under this Indenture to which it is to be applied. After the day so fixed, unless payment shall have been duly demanded and have been refused, the Holders of Notes of the affected series will be entitled to interest only on the balance (if any) of the principal monies, premium (if any) and interest due (if any) to them, respectively, on the relevant Notes, after deduction of the respective amounts payable in respect thereof on the day so fixed. 150552542v1150552542

- 118 - 7.19 Trustee May Demand Production of Notes The Trustee shall have the right to demand production of the Notes of any series in respect of which any payment of principal, interest or premium (if any) required by this Article 7 is made and may cause to be endorsed on the same a memorandum of the amount so paid and the date of payment, but the Trustee may, in its discretion, dispense with such production and endorsement, upon such indemnity being given to it and to the Issuer as the Trustee shall deem sufficient. 7.20 Statement by Officers (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each of its fiscal years, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of compliance by the Issuer and the Restricted Subsidiaries with all conditions and covenants in this Indenture. For purposes of this Section 7.20(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) Upon becoming aware of any Default or Event of Default, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by facsimile transmission an Officers’ Certificate, specifying such event, notice or other action giving rise to such Default or Event of Default and the action that the Issuer or Restricted Subsidiary, as applicable, is taking or proposes to take with respect thereto. ARTICLE 8 DISCHARGE AND DEFEASANCE 8.1 Satisfaction and Discharge This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to any surviving rights of registration of transfer or exchange of Notes expressly provided for herein), when (a) either: (i) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation; or (ii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable, including by redemption, by reason of the mailing of a Redemption Notice or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will 150552542v1150552542

- 119 - be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (c) such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (d) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (e) the Issuer has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to Section 8.1(a)(ii), the provisions of Sections 8.7 and 8.8 will survive. The Corporation must deliver an Officers’ Certificate and an Opinion of Counsel (which opinion may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 8.2 Option to Effect Discharge, Legal Defeasance or Covenant Defeasance Unless this Section 8.2 is otherwise specified in any series of Notes or Supplemental Indenture providing for Notes of a series to be inapplicable to the Notes of such series, the Issuer may, at the option of the Board of Directors of the Issuer evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.3 or 8.4 applied to all outstanding Notes upon compliance with the conditions set forth in this Article 8. 8.3 Legal Defeasance and Discharge (a) Upon the Issuer’s exercise under Section 8.2 of the option applicable to this Section 8.3 in respect of the Notes of any series, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.5, be deemed to have been discharged from their Indenture Obligations under this Indenture and the Guarantees, other than the provisions contemplated to survive as set forth below, with respect to all outstanding Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal 150552542v1150552542

- 120 - Defeasance”) in respect of such series. For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of such series (including the Guarantees thereof), which shall thereafter be deemed to be “outstanding” only for the purposes of Sections 8.6 and 8.8 and the other Sections of this Indenture referred to in Sections 8.3(a)(i) and 8.3(a)(ii), and to have satisfied all their other obligations under such Notes and, to the extent applicable to such Notes, this Indenture and the Guarantees (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due solely out of the trust created pursuant to this Indenture; (ii) the Issuer’s obligations concerning issuing temporary Notes, mutilated, destroyed, lost, or stolen Notes and the maintenance of a register in respect of the Notes; (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and (iv) provisions of this Section 8.3. (b) Subject to compliance with Section 8.2, the Issuer may exercise its option under this Section 8.3 notwithstanding the prior exercise of its option under Section 8.4. 8.4 Covenant Defeasance Unless this Section 8.4 is otherwise specified in any Note or Supplemental Indenture providing for Notes of a series to be inapplicable to the Notes of such series, upon the Issuer’s exercise under Section 8.2 of the option applicable to this Section 8.4, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.5, be released from each of their obligations under the covenants contained in Sections 6.2 (other than with respect to the Issuer), 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 7.20, 10.1(a)(ii)(C) and 13.1 (collectively, the “Defeased Covenants”) with respect to the outstanding Notes of any series on and after the date the conditions set forth in Section 8.5 are satisfied (hereinafter, “Covenant Defeasance”), and such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders thereof (and the consequences of any thereof) in connection with the Defeased Covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of the applicable series, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any Defeased Covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other 150552542v1150552542

- 121 - document and such omission to comply shall not constitute a Default or an Event of Default hereunder, but, except as specified above, the remainder of this Indenture, such Notes and the obligations of the Guarantors under their respective Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.2 of the option applicable to this Section 8.4, and subject to the satisfaction of the conditions set forth in Section 8.5, none of the events specified in Section 7.1 shall constitute a Default or Event of Default except for the events specified in Section 7.1(i) or 7.1(j). 8.5 Conditions to Legal or Covenant Defeasance (a) Subject to compliance with Section 8.2, the Issuer may exercise its option under Section 8.3 notwithstanding the prior exercise of its option under Section 8.4. (b) In order to exercise either Legal Defeasance under Section 8.3 or Covenant Defeasance under Section 8.4 with respect to a series of Notes: (i) the Issuer must deposit or cause to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Notes an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional Redemption Date of the Notes; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (iii) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (iv) the Issuer must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications) stating that all conditions precedent set forth in Sections 8.1(c), (d) and (e) have been satisfied, provided that the Opinion of Counsel with respect to Section 8.1(c) may be to the knowledge of such counsel; (v) the Issuer must satisfy the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (vi) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its 150552542v1150552542

- 122 - Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (vii) the Issuer must deliver to the Trustee an Officers’ Certificate stating that all conditions precedent set forth in Section 8.1 have been satisfied. 8.6 Application of Trust Funds (a) Any funds or Government Securities deposited with the Trustee pursuant to Section 8.1 or 8.5 shall be (i) denominated in the currency or denomination of the Notes in respect of which such deposit is made, (ii) irrevocable (except as otherwise set out in this Indenture), and (iii) made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of, premium, if any, and interest on the Notes being satisfied. (b) Subject to Section 8.7, any funds or Government Securities deposited with the Trustee pursuant to Section 8.1 or 8.5 in respect of Notes shall be held by the Trustee in trust and applied by it in accordance with the provisions of the applicable Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such funds or Government Securities has been deposited with the Trustee; provided that such funds or Government Securities need not be segregated from other funds or obligations except to the extent required by law. (c) If the Trustee is unable to apply any funds or Government Securities in accordance with the above provisions by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and the Guarantors’ obligations under this Indenture (including the Guarantees as applicable) and the affected Notes shall be revived and reinstated as though no funds or Government Securities had been deposited pursuant to Section 8.1 and 8.5, as applicable, until such time as the Trustee is permitted to apply all funds or Government Securities in accordance with the above provisions, provided that if the Issuer or any Guarantor has made any payment in respect of principal of, premium, if any, or interest on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Issuer and such Guarantor, as applicable, shall be subrogated to the rights of the Holders of such Notes to receive such payment from funds or Government Securities held by the Trustee. 8.7 Repayment to the Issuer Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any funds or Government Securities held by it as provided in Section 8.1 or 8.5 which, in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer expressed in a written certification thereof, delivered to the Trustee (which may be the opinion delivered under Section 8.5(b)(iv)), are in 150552542v1150552542

- 123 - excess of the amount thereof that would then be required to be deposited to fully satisfy the obligations of the Issuer under Section 8.1(a)(ii) or to effect an equivalent Legal Defeasance or Covenant Defeasance. 8.8 Continuance of Rights, Duties and Obligations (a) Where trust funds or trust property have been deposited pursuant to Section 8.1 or 8.5, the Holders and the Issuer shall continue to have and be subject to their respective rights, duties and obligations under Article 2, Article 3Article 2 of the Fourth Supplemental Indenture and Article 5. (b) In the event that, after the deposit of trust funds or trust property pursuant to Section 8.1 or 8.5 in respect of a particular series of Notes, the Issuer is required to make an offer to purchase any outstanding Notes of such series pursuant to the terms hereof, the Issuer shall be entitled to use any trust funds or trust property deposited with the Trustee pursuant to Section 8.1 or 8.5 for the purpose of paying to any Holders of such Notes who have accepted any such offer of the total offer price payable in respect of an offer relating to any such Notes. Upon receipt of an Issuer Order, the Trustee shall be entitled to pay to such Holder from such trust funds or trust property deposited with the Trustee pursuant to Section 8.1 or 8.5 in respect of such Notes which is applicable to the Notes held by such Holders who have accepted any such offer of the Issuer (which amount shall be based on the applicable principal amount of the Notes held by accepting offerees in relation to the aggregate outstanding principal amount of all the Notes). ARTICLE 9 MEETINGS OF HOLDERS 9.1 Purpose, Effect and Convention of Meetings (a) Subject to Section 12.2, wherever in this Indenture a consent, waiver, notice, authorization or resolution of the Holders (or any of them) is required, a meeting may be convened in accordance with this Article 9 to consider and resolve whether such consent, waiver, notice, authorization or resolution should be approved by such Holders. A resolution passed by the affirmative votes of the Holders of at least a majority of the outstanding principal amount of the Notes represented and voting on a poll at a meeting of Holders duly convened for the purpose and held in accordance with the provisions of this Indenture shall constitute conclusively such consent, waiver, notice, authorization or resolution; except for those matters set out in Section 12.2, which shall require the consent of each Holder affected thereby as set out therein. (b) At any time and from time to time, the Trustee on behalf of the Issuer may and, on receipt of an Issuer Order or a Holders’ Request and upon being indemnified and funded for the costs thereof to the reasonable satisfaction of the Trustee by the Issuer or the Holders signing such Holders’ Request, will, convene a meeting of all Holders. 150552542v1150552542

- 124 - (c) If the Trustee fails to convene a meeting after being duly requested as aforesaid (and indemnified and funded as aforesaid), the Issuer or such Holders may themselves convene such meeting and the notice calling such meeting may be signed by such Person as the Issuer or those Holders designate, as applicable. Every such meeting will be held in Calgary, Alberta or such other place as the Trustee may in any case determine or approve. 9.2 Notice of Meetings (a) Not more than 60 days’ nor less than at least 21 days’ notice of any meeting of the Holders of Notes of any series or of all series then outstanding, as the case may be, shall be given to the Holders of Notes of such series or of all series of Notes then outstanding, as applicable, in the manner provided in Section 14.2 and a copy of such notice shall be sent by post to the Trustee, unless the meeting has been called by it, and to the Issuer, unless such meeting has been called by it. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 9. The accidental omission to give notice of a meeting to any Holder shall not invalidate any resolution passed at any such meeting. A Holder may waive notice of a meeting either before or after the meeting. (b) If the business to be transacted at any meeting by resolution of Holder’s, or any action to be taken or power exercised by instrument in writing under Section 9.12, especially affects the rights of holders of Notes of one or more series in a manner or to an extent differing in any material way from that in or to which the rights of holders of Notes of any other series are affected (determined as provided in Sections 9.2(c) and 9.2(d)), then: (i) a reference to such fact, indicating each series of Notes in the opinion of the Trustee (or the Person calling the meeting) so especially affected (hereinafter referred to as the “especially affected series”) shall be made in the notice of such meeting, and in any such case the meeting shall be and be deemed to be and is herein referred to as a “Serial Meeting”; and (ii) the holders of Notes of an especially affected series shall not be bound by any action taken at a Serial Meeting or by instrument in writing under Section 9.12 unless in addition to compliance with the other provisions of this Article 9: (A) at such Serial Meeting: (I) there are Holders present in person or by proxy and representing at least 25% in principal amount of the Notes then outstanding of such series, subject to the provisions of this Article 9 as to quorum at adjourned meetings; and (II) the resolution is passed by such proportion of Holders of the principal 150552542v1150552542

- 125 - amount of the Notes of such series then outstanding voted on the resolution as is required by Sections 12.1 or 12.2, as applicable; or (B) in the case of action taken or power exercised by instrument in writing under Section 9.12, such instrument is signed in one or more counterparts by such proportion of Holders of the principal amount of the Notes of such series then outstanding as is required by Sections 12.1 or 12.2, as applicable. (c) Subject to Section 9.2(d), the determination as to whether any business to be transacted at a meeting of Holders, or any action to be taken or power to be exercised by instrument in writing under Section 9.12, especially affects the rights of the Holders of one or more series in a manner or to an extent differing in any material way from that in or to which it affects the rights of Holders of any other series (and is therefore an especially affected series) shall be determined by an Opinion of Counsel, which shall be binding on all Holders, the Trustee and the Issuer for all purposes hereof. (d) A proposal: (i) to extend the Maturity of Notes of any particular series or to reduce the principal amount thereof, the rate of interest or premium thereon; (ii) to modify or terminate any covenant or agreement which by its terms is effective only so long as Notes of a particular series are outstanding; or (iii) to reduce with respect to Holders of any particular series any percentage stated in this Section 9.2 or Sections 9.4 and 9.12; shall be deemed to especially affect the rights of the Holders of such series in a manner differing in a material way from that in which it affects the rights of holders of Notes of any other series, whether or not a similar extension, reduction, modification or termination is proposed with respect to Notes of any or all other series. 9.3 Chair Some individual, who need not be a Holder, nominated in writing by the Trustee shall be chair of the meeting and if no individual is so nominated, or if the individual so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, a majority of the Holders present in person or by proxy shall choose some individual present to be chair. 9.4 Quorum Subject to this Indenture, at any meeting of the Holders of Notes of any series or of all series then outstanding, as the case may be, a quorum shall consist of Holders present in person or by proxy and representing at least 25% of the principal amount of the outstanding Notes of the relevant series or all series then outstanding, as the case may be, and, if the meeting is a Serial 150552542v1150552542

- 126 - Meeting, at least 25% of the Notes then outstanding of each especially affected series. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if convened by the Holders or pursuant to a Holders’ Request, shall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Holders present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding Notes of the relevant series or all series then outstanding, as the case may be, or of the Notes then outstanding of each especially affected series. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless the required quorum be present at the commencement of business. 9.5 Power to Adjourn The chair of any meeting at which the requisite quorum of the Holders is present may, with the consent of the Holders of a majority in principal amount of the Notes represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. 9.6 Voting On a poll each Holder present in person or represented by a duly appointed proxy shall be entitled to one vote in respect of each $1.00 principal amount of the Notes of the relevant series of Notes of which it is the Holder. A proxyholder need not be a Holder. In the case of joint registered Holders of a Note, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, they shall vote together in respect of the Notes of which they are joint Holders. 9.7 Poll A poll will be taken on every resolution submitted for approval at a meeting of Holders, in such manner as the chair directs, and the results of such polls shall be binding on all Holders of the relevant series. Every resolution, other than in respect of those matters set out in Section 12.2, will be decided by a majority of the votes cast on the poll for that resolution. 9.8 Proxies A Holder may be present and vote at any meeting of Holders by an authorized representative. The Issuer (in case it convenes the meeting) or the Trustee (in any other case) for the purpose of enabling the Holders to be present and vote at any meeting without producing their Notes, and of enabling them to be present and vote at any such meeting by proxy and of depositing instruments appointing such proxies at some place other than the place where the meeting is to be held, may 150552542v1150552542

- 127 - from time to time make and vary such regulations as it shall think fit providing for and governing any or all of the following matters: (a) the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any individual signing on behalf of a Holder; (b) the deposit of instruments appointing proxies at such place as the Trustee, the Issuer or the Holder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and (c) the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, cabled, telegraphed or sent by other electronic means before the meeting to the Issuer or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the Holders of any Notes, or as entitled to vote or be present at the meeting in respect thereof, shall be Holders and Persons whom Holders have by instrument in writing duly appointed as their proxies. 9.9 Persons Entitled to Attend Meetings The Issuer and the Trustee, by their respective directors, officers and employees and the respective legal advisors of the Issuer, the Trustee or any Holder may attend any meeting of the Holders, but shall have no vote as such. 9.10 Powers Cumulative Any one or more of the powers in this Indenture stated to be exercisable by the Holders by resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the rights of the Holders to exercise the same or any other such power or powers thereafter from time to time. No powers exercisable by resolution will derogate in any way from the rights of the Issuer pursuant to this Indenture. 9.11 Minutes Minutes of all resolutions and proceedings at every meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Issuer, and any such minutes as aforesaid, if signed by the chair of the meeting at which such resolutions were passed or proceedings had, or by the chair of the next succeeding meeting of the Holders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been 150552542v1150552542

- 128 - made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat to have been duly passed and taken. 9.12 Instruments in Writing Any consent, waiver, notice, authorization or resolution of the Holders which may be given by resolution at a meeting of the Holders pursuant to this Article 9 may also be given by the Holders of not less than 51% of the aggregate principal amount of the outstanding Notes of such series by a signed instrument in one or more counterparts, and the expression “resolution” when used in this Indenture will include instruments so signed. Notice of any resolution passed in accordance with this Section 9.12 will be given by the Trustee to the affected Holders within 30 days of the date on which such resolution was passed. 9.13 Binding Effect of Resolutions Every resolution passed in accordance with the provisions of this Article 9 at a meeting of Holders of a particular series of Notes or of all series then outstanding, as the case may be, shall be binding upon all the Holders of Notes or of the particular series, as the case may be, whether present at or absent from such meeting, and every instrument in writing signed by Holders in accordance with Section 9.12 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Trustee (subject to the provisions for its indemnity herein contained) shall, subject to applicable law, be bound to give effect accordingly to every such resolution and instrument in writing. Notwithstanding anything in this Indenture (but subject to the provisions of any indenture, deed or instrument supplemental or ancillary hereto), any covenant or other provision in this Indenture or in any Supplemental Indenture which is expressed to be or is determined by the Trustee (relying on the advice of Counsel) to be effective only with respect to Notes of a particular series, may be modified by the required resolution or consent of the holders of Notes of such series in the same manner as if the Notes of such series were the only Notes outstanding under this Indenture. 9.14 Evidence of Rights of Holders (a) Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Holders may be in any number of concurrent instruments of similar tenor signed or executed by such Holders. Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney will be sufficient for any purpose of this Indenture if the fact and date of the execution by any Person of such request, direction, notice, consent or other instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing such request, direction, notice, consent or other instrument or writing acknowledged to such notary public or other officer the execution thereof, or by an affidavit of a witness of such execution or in any other manner which the Trustee may consider adequate. 150552542v1150552542

- 129 - (b) Notwithstanding Section 9.14(a), the Trustee may, in its discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper. ARTICLE 10 SUCCESSORS TO THE ISSUER AND THE RESTRICTED SUBSIDIARIES 10.1 Merger, Amalgamation, Consolidation or Sale of Assets (a) The Issuer will not, directly or indirectly: (i) consolidate, amalgamate or merge with or into another Person (regardless of whether the Issuer is the surviving Person or one of the Persons that amalgamates with one or more other Persons to form the continuing successor Person); or (ii) sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (1) the Issuer is the surviving Person (or one of the Persons that amalgamates with one or more other Persons to form the continuing successor Person); or (2) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer or one of the Persons that amalgamates with one or more other Persons to form the continuing successor Person) or to which such sale, assignment, transfer, conveyance or other disposition will have been made is a: (i) Person organized or existing under the laws of the United States or Canada or any province or territory thereof; and (ii) assumes all the obligations of the Issuer under the Notes, and this Indenture by operation of law or pursuant to agreements reasonably satisfactory to the Trustee; (B) immediately after giving effect to such transaction, no Default or Event of Default exists; (C) either (1) immediately after giving effect to such transaction on a pro forma basis, the Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer or one of the Persons that amalgamates with one or more other Persons to form the continuing successor Person), or to which such sale, assignment, transfer, conveyance or other disposition will have been made will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 6.10(a)(i); or 150552542v1150552542

- 130 - (2) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, the Consolidated Fixed Charge Coverage Ratio of the Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer or one of the Persons that amalgamates with one or more other Persons to form the continuing successor Person) is equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately before such transaction; (D) each Guarantor, will, pursuant to the terms of its Guarantee agree that its Guarantee will apply to the obligations of the Issuer or the surviving or continuing Person in accordance with the Notes and this Indenture (including this covenant); and (E) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with Section 10.1(a)(ii)(C)) certifying that all conditions precedent provided for in this Indenture relating to such transaction have been complied with and that such transaction and, if applicable, such agreement complies with this Section 10.1. (b) Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries in accordance with this covenant, the continuing successor Person formed by the consolidation or amalgamation or into which the Issuer is merged or amalgamated or to which the sale, assignment, transfer, conveyance or other disposition is made, will succeed to and be substituted for the Issuer, and may exercise every right and power of the Issuer under this Indenture with the same effect as if the successor had been named as the Issuer therein. When the continuing successor Person assumes all of the Issuer’s obligations under this Indenture pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee and delivers to the Trustee the related Officers’ Certificate and Opinion of Counsel, the Issuer will be discharged from those obligations; provided, however, that the Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of the Issuer’s assets. (c) This Section 10.1 will not apply to: (i) a merger or amalgamation of the Issuer with an Affiliate solely for the purpose of reincorporating or continuing the Issuer in another jurisdiction; or (ii) any consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets (A) between or 150552542v1150552542

- 131 - among the Issuer and/or its Restricted Subsidiaries, that are Guarantors, or (B) any transaction undertaken or completed in connection with or as a result of the Reorganization. 10.2 Vesting of Powers in Successor Whenever the conditions of Section 10.1(a) have been duly observed and performed, the Trustee will execute and deliver a Supplemental Indenture as provided for in Section 12.5 and then: (a) the successor Person will possess and from time to time may exercise each and every right and power of the Issuer or Guarantor under this Indenture in the name of the Issuer or Guarantor, as applicable, or otherwise, and any act or proceeding by any provision of this Indenture required to be done or performed by any directors or officers of the Issuer or Guarantor may be done and performed with like force and effect by the like directors or officers of such successor; and (b) the Issuer or Guarantor, as applicable, will be released and discharged from liability under this Indenture and the Trustee will execute any documents which it may be advised are necessary or advisable for effecting or evidencing such release and discharge. ARTICLE 11 CONCERNING THE TRUSTEE 11.1 No Conflict of Interest The Trustee represents to the Issuer that at the date of execution and delivery by it of this Indenture there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder but if, notwithstanding the provisions of this Section 11.1, such a material conflict of interest exists, or hereafter arises, the validity and enforceability of this Indenture and the Notes of any series shall not be affected in any manner whatsoever by reason only that such material conflict of interest exists or arises. 11.2 Replacement of Trustee (a) The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Issuer 90 days’ notice in writing or such shorter notice as the Issuer may accept as sufficient. If at any time a material conflict of interest exists in the Trustee’s role as a fiduciary hereunder the Trustee shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 11.2. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new Trustee unless a new Trustee has already been appointed by the Holders in accordance with the 150552542v1150552542

- 132 - provisions hereof. Failing such appointment by the Issuer, the retiring Trustee or any Holder may apply to a judge of the British Columbia Supreme Court, on such notice as such judge may direct at the Issuer’s expense, for the appointment of a new Trustee but any new Trustee so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee shall be effective only upon such new Trustee becoming bound by this Indenture. Any new Trustee appointed under any provision of this Section 11.2 shall be a corporation authorized to carry on the business of a trust company in one or more province(s) of Canada. On any new appointment the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee. (b) Any entity into which the Trustee may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee shall be a party, shall be the successor Trustee under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or of the Issuer, the Trustee ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the retiring Trustee so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such Trustee to the successor Trustee so appointed in its place. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Trustee, be made, executed, acknowledged and delivered by the Issuer or such Guarantor, as applicable. 11.3 Rights and Duties of Trustee (a) In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent Trustee would exercise in comparable circumstances. Subject to the foregoing, the Trustee will be liable for its own wilful misconduct or gross negligence. The Trustee will not be liable for any act or default on the part of any agent employed by it or a co-Trustee, or for having permitted any agent or co-Trustee to receive and retain any money payable to the Trustee, except as aforesaid. (b) Nothing herein contained shall impose any obligation on the Trustee to see to or require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto or thereto, or for the perfection or maintenance of any security interest created hereunder. (c) The Trustee shall not be: 150552542v1150552542

- 133 - (i) accountable for the use or application by the Issuer of the Notes or the proceeds thereof; (ii) responsible to make any calculation with respect to any matter under this Indenture; (iii) liable for any error in judgment made in good faith unless negligent in ascertaining the pertinent facts; or (iv) responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any law or regulation or any act of any governmental authority, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; cyberterrorism; accidents; labor disputes; acts of civil or military authority and governmental action. (d) The Trustee shall have the right to disclose any information disclosed or released to it if, in the reasonable opinion of the Trustee, after consultation with Counsel, it is required to disclose under any applicable laws, court order or administrative directions, or if, in the reasonable opinion of the Trustee, it is required to disclose to its regulatory authority. The Trustee shall not be responsible or liable to any party for any loss or damage arising out of or in any way sustained or incurred or in any way relating to such disclosure. (e) The Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on whose signature the Trustee is entitled to act, or refrain from acting, under a specific provision of this Indenture. (f) The Trustee shall be entitled to treat a facsimile, pdf or e-mail communication or communication by other similar electronic means in a form satisfactory to the Trustee from a Person purporting to be (and whom the Trustee, acting reasonably, believes in good faith to be) an authorized representative of the Issuer or a Holder, as sufficient instructions and authority of such party for the Trustee to act and shall have no duty to verify or confirm that Person is so authorized. The Trustee shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon, or compliance with, such instructions or directions, except to the extent any such losses, cost or expense are the direct result of gross negligence or willful misconduct on the part of the Trustee. The Issuer and the Holders agree: (i) to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by such party; and (iii) that 150552542v1150552542

- 134 - the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. 11.4 Reliance Upon Declarations, Opinions, etc. (a) In the exercise of its rights, duties and obligations hereunder the Trustee may, if acting in good faith and subject to Section 11.7, rely, as to the truth of the statements and accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports or certificates furnished pursuant to any covenant, condition or requirement of this Indenture or required by the Trustee to be furnished to it in the exercise of its rights and duties hereunder, if the Trustee examines such statutory declarations, opinions, reports or certificates and determines that they comply with Section 11.5, if applicable, and with any other applicable requirements of this Indenture. The Trustee may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. Without restricting the foregoing, the Trustee may rely on an Opinion of Counsel satisfactory to the Trustee notwithstanding that it is delivered by a solicitor or firm which acts as solicitors for the Issuer. (b) The Trustee shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue or transfer of any Notes provided such issue or transfer is effected in accordance with the terms of this Indenture. The Trustee shall be entitled to process all transfers and redemptions upon the presumption that such transfer and redemption is permissible pursuant to all applicable laws and regulatory requirements if such transfer and redemption is effected in accordance with the terms of this Indenture. The Trustee shall have no obligation, other than to confer with the Issuer and its Counsel, to ensure that legends appearing on the Notes comply with regulatory requirements or securities laws of any applicable jurisdiction. 11.5 Evidence and Authority to Trustee, Opinions, etc. (a) The Issuer shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Indenture relating to any action or step required or permitted to be taken by the Issuer or the Trustee under this Indenture or as a result of any obligation imposed under this Indenture, including without limitation, the authentication and delivery of Notes hereunder, the satisfaction and discharge of this Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Issuer, forthwith if and when (a) such evidence is required by any other Section of this Indenture to be furnished to the Trustee in accordance with the terms of this Section 11.5, or (b) the Trustee, in the exercise of its rights and duties under this Indenture, gives the Issuer written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of: 150552542v1150552542

- 135 - (i) an Officers’ Certificate, stating that any such condition precedent has been complied with in accordance with the terms of this Indenture; (ii) in the case of a condition precedent the satisfaction of which is, by the terms of this Indenture, made subject to review or examination by a solicitor, an Opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Indenture; and (iii) in the case of any such condition precedent the satisfaction of which is subject to review or examination by auditors or accountants, an opinion or report of the Issuer’s Auditors whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Indenture. (b) Whenever such evidence relates to a matter other than the authentication and delivery of Notes and the satisfaction and discharge of this Indenture, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, engineer or appraiser or any other appraiser or any other individual whose qualifications give authority to a statement made by such individual, provided that if such report or opinion is furnished by a director, officer or employee of the Issuer it shall be in the form of a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with Section 11.5(a). (c) Each statutory declaration, certificate, opinion or report with respect to compliance with a condition precedent provided for in this Indenture shall include (i) a statement by the individual giving the evidence that he or she has read and is familiar with those provisions of this Indenture relating to the condition precedent in question, (ii) a brief statement of the nature and scope of the examination or investigation upon which the statements or opinions contained in such evidence are based, (iii) a statement that, in the belief of the individual giving such evidence, he or she has made such examination or investigation as is necessary to enable him or her to make the statements or give the opinions contained or expressed therein, and (iv) a statement whether in the opinion of such individual the conditions precedent in question have been complied with or satisfied. (d) In addition to its obligations under Section 7.20, the Issuer shall furnish or cause to be furnished to the Trustee at any time if the Trustee reasonably so requires, an Officers’ Certificate certifying that the Issuer has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which would constitute a Default or an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Issuer shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Issuer or as a result of any obligation imposed by this Indenture. 150552542v1150552542

- 136 - 11.6 Officers’ Certificates Evidence Except as otherwise specifically provided or prescribed by this Indenture, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Trustee, if acting in good faith, may rely upon an Officers’ Certificate. 11.7 Experts, Advisers and Agents Subject to Sections 11.3 and 11.4, the Trustee may: (a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuator, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Issuer, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and (b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Issuer. 11.8 Trustee May Deal in Notes Subject to Sections 11.1 and 11.3, the Trustee may, in its personal or other capacity, buy, sell, lend upon and deal in Notes and generally contract and enter into financial transactions with the Issuer or otherwise, without being liable to account for any profits made thereby. However, in the event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the British Columbia Supreme Court for permission to continue as Trustee hereunder or resign. 11.9 Investment of Monies Held by Trustee (a) Any securities, documents of title or other instruments that may at any time be held by the Trustee subject to the trusts hereof may be placed in the deposit vaults of the Trustee or of any Canadian chartered bank or deposited for safe-keeping in the Province of British Columbia with any such bank. In respect of any moneys so held, upon receipt of a written order from a Participant or a Beneficial Holder, the Trustee shall invest the funds in accordance with such written order in Authorized Investments (as defined below). Any such written order from a Participant or a Beneficial Holder shall be provided to the Trustee no later than 9:00 a.m. (Vancouver time) on the day on which the investment is to be made. Any such written order from a Participant or a Beneficial Holder received by the Trustee 150552542v1150552542

- 137 - after 9:00 a.m. (Vancouver time) or received on a non-Business Day, shall be deemed to have been given prior to 9:00 a.m. (Vancouver time) the next Business Day. For certainty, after an Event of Default, the Trustee shall only be obligated to make investments on receipt of appropriate instructions from the Holders by way of a resolution of Holders of at least a majority in principal amount of the Notes represented and voting at a meeting of Holders, or by a resolution in writing. (b) The Trustee shall have no liability for any loss sustained as a result of any investment selected by and made pursuant to the instructions of the Issuer or the Holders, as applicable, as a result of any liquidation of any investment prior to its maturity or for failure of either the Issuer or the Holders, as applicable, to give the Trustee instructions to liquidate, invest or reinvest amounts held with it. In the absence of written instructions from either the Issuer or the Holders as to investment of funds held by it, such funds shall be held uninvested by the Trustee without liability for interest thereon. (c) For the purposes of this section, “Authorized Investments” means short term interest bearing or discount debt obligations issued or guaranteed by the government of Canada or a Province or a Canadian chartered bank (which may include an affiliate (as defined in this section) or related party of the Trustee) provided that such obligation is rated at least R1 (middle) by DBRS or an equivalent rating service. For certainty, the Issuer and the Holders acknowledge and agree that the Trustee has no obligation or liability to confirm or verify that investment instructions delivered pursuant to this Section 11.9 comply with the definition of Authorized Investments. 11.10 Trustee Not Ordinarily Bound Except as provided in Section 7.2 and as otherwise specifically provided herein, the Trustee shall not, subject to Section 11.3, be bound to give notice to any Person of the execution hereof, nor to do, observe or perform or see to the observance or performance by the Issuer of any of the obligations herein imposed upon the Issuer or of the covenants on the part of the Issuer herein contained, nor in any way to supervise or interfere with the conduct of the Issuer’s business, unless the Trustee shall have been required to do so in writing by the Holders of not less than 25% of the aggregate principal amount of the Notes then outstanding, and then only after it shall have been funded and indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing. 11.11 Trustee Not Required to Give Security The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises. 11.12 Trustee Not Bound to Act on Issuer’s Request 150552542v1150552542

- 138 - Except as in this Indenture otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of the Issuer until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Trustee to be genuine. 11.13 Conditions Precedent to Trustee’s Obligations to Act Hereunder (a) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders hereunder shall be conditional upon any one or more Holders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series at whose instance it is acting to deposit with the Trustee such Notes held by them for which Notes the Trustee shall issue receipts. (d) Unless an action is expressly directed or required herein, the Trustee shall request instructions from the Holders with respect to any actions or approvals which, by the terms of this Indenture, the Trustee is permitted to take or to grant (including any such actions or approvals that are to be taken in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders in accordance with this Indenture. 11.14 Authority to Carry on Business The Trustee represents to the Issuer that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust company in the provinces of British Columbia and Alberta but if, notwithstanding the provisions of this Section 11.14, it ceases to be so authorized to carry on business, the validity and enforceability of this Indenture and the securities issued hereunder shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in either of the provinces of British Columbia or Alberta, either become so authorized or resign in the manner and with the effect specified in Section 11.2. 150552542v1150552542

- 139 - 11.15 Compensation and Indemnity (a) The Issuer shall pay to the Trustee from time to time compensation for its services hereunder as agreed separately by the Issuer and the Trustee, and shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of its duties under this Indenture (including the reasonable and documented compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under this Indenture shall be finally and fully performed. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. (b) The Issuer hereby indemnifies and saves harmless the Trustee and its directors, officers, employees and shareholders from and against any and all loss, damages, charges, expenses, claims, demands, actions or liability whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations hereunder save only in the event of the gross negligence or wilful misconduct of the Trustee. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. The Issuer shall defend the claim and the Trustee shall cooperate in the defence. The Trustee may have separate Counsel and the Issuer shall pay the reasonable fees and expenses of such Counsel. The Issuer need not pay for any settlement made without its consent, which consent must not be unreasonably withheld. This indemnity shall survive the resignation or removal of the Trustee or the discharge of this Indenture. (c) The Issuer need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through gross negligence or wilful misconduct on the part of the Trustee. 11.16 Acceptance of Trust The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various Persons who shall from time to time be Holders, subject to all the terms and conditions herein set forth. 11.17 Anti-Money Laundering 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, 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, acting reasonably, determine at any time that its acting under this Indenture 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 10 150552542v1150552542

- 140 - days’ prior written notice sent to all parties hereto; provided that (A) the written notice shall describe the circumstances of such non-compliance; and (B) if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective. 11.18 Privacy (a) The parties hereto acknowledge that the Trustee may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes: (i) to provide the services required under this Indenture and other services that may be requested from time to time; (ii) to help the Trustee manage its servicing relationships with such individuals; (iii) to meet the Trustee’s legal and regulatory requirements; and (iv) if social insurance numbers are collected by the Trustee, to perform tax reporting and to assist in verification of an individual’s identity for security purposes. (b) Each party acknowledges and agrees that the Trustee may receive, collect, use and disclose personal information provided to it or acquired by it in the course of providing services under this Indenture for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Trustee shall make available on its website or upon request, including revisions thereto. The Trustee may transfer some of that personal information to service providers in the United States for data processing and/or storage. Further, each party agrees that it shall not provide or cause to be provided to the Trustee any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures. 11.19 Knowledge of Trustee Notwithstanding the provisions of this Article 11 or any provision in this Indenture or in the Notes, the Trustee will not be charged with knowledge of the existence of any Event of Default or Default or any other fact that would prohibit the making of any payment of monies to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee has received written notice thereof from the Issuer or any Holder, and such notice to the Trustee shall be deemed to be notice to holders of the Notes. The Trustee will notify Holders as soon as reasonably practicable of such notice. 150552542v1150552542

- 141 - ARTICLE 12 AMENDMENT, SUPPLEMENT AND WAIVER 12.1 Ordinary Consent Except as provided in Sections 12.2 and 12.3, with the affirmative votes of the Holders of at least a majority in principal amount of the Notes represented and voting at a meeting of Holders (including, without limitation, Holders of Additional Notes, if any), or by a resolution in writing of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, Notes): (a) this Indenture, the Notes and, the Guarantees and the Security Documents may each be amended or supplemented, and (b) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal or, premium (if any) or interest on the Notes, except such Default or Event of Default resulting from an acceleration that has been rescinded) or lack of compliance with any provision of this Indenture, the Notes or, the Guarantees or the Security Documents may be waived, provided that if any such amendment, supplement or waiver affects only one or more series of Notes, then consent to such amendment, supplement or waiver shall only be required to be obtained from the Holders of such affected series of Notes. 12.2 Special Consent (a) Notwithstanding Section 12.1, without the consent of, or a resolution passed by the affirmative votes of or signed by each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes of any series held by a non-consenting Holder): (i) reduce the principal amount of Notes of any series whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment with respect to the redemption of the Notes (other than with respect to any required notice periods); provided, however, that solely for the avoidance of doubt, and without any other implication, any purchase or repurchase of Notes, including pursuant Sections 6.16 and 6.17, as distinguished from any redemption of Notes, shall not be deemed a redemption of the Notes; (iii) reduce the rate of or change the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal of, or interest, or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate 150552542v1150552542

- 142 - principal amount of the then outstanding Notes and a waiver of the Payment Default that resulted from such acceleration); (v) make any note payable in money other than Canadian dollars; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, the Notes; (vii) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Guarantees; (viii) amend or modify any of the provisions of this Indenture, the Notes, the Guarantees or the Security Documents or the related definitions affecting the ranking of the Notes or any Guarantee or the ranking of any Lien securing the Notes or any Guarantee in any manner adverse to the Holders of the Notes or any Guarantee; (ix) modify the amending provisions under this Article 12; (x) release any Guarantor from any of its obligations under its Guarantee, or this Indenture, except in accordance with the terms of this Indenture as in effect on the Issue Date; (xi) waive, amend, change or modify in any material respect the Issuer’s obligation to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 6.15 after the occurrence of such Change of Control, including amending, changing or modifying any definition relating thereto. (xii) waive, amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 6.16 after the obligation to make such Asset Sale Offer has arisen, including amending, changing or modifying any definition relating thereto; (xiii) release a material portion of the Collateral from the Lien, other than in accordance with the terms of the Security Documents and/or this Indenture as in effect on the Issue Date; or (xiv) release a Guarantor from its obligations under this Indenture or make any change in this Indenture that would adversely affect the rights of Holders of Notes to receive payments under this Indenture, other than in accordance with the provisions of this Indenture as in effect on the Issue Date. 12.3 Without Consent 150552542v1150552542

- 143 - Notwithstanding Sections 12.1 and 12.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees to: (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to or in place of Definitive Notes; (c) provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of Notes in the case of a merger, combination (including by way of plan of arrangement) amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets or otherwise comply with Section 10.1; (d) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any Holder of Notes; (e) add any additional Guarantors or to evidence the release of any Guarantor from its obligations under its Guarantee to the extent that such release is permitted by this Indenture, or to secure the Notes and the Guarantees or to otherwise comply with the provisions set out in Article 13; (f) secure the Notes or any Guarantees or any other obligation under this Indenture; (g) evidence and provide for the acceptance of appointment by a successor Trustee; (h) conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this “Description of Notes” in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (i) provide for the issuance of Additional Notes in accordance with this Indenture; (j) to enter into additional or supplemental Security Documents or to add additional parties to the Security Documents to the extent permitted thereunder and under this Indenture; (k) allow any Guarantor to execute a Guarantee; or (l) to release Collateral from the Liens when permitted or required by this Indenture and the Security Documents or add assets to Collateral to secure Indebtedness. 12.4 Form of Consent It is not necessary for the consent of the Holders under Section 12.1 or 12.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 150552542v1150552542

- 144 - 12.5 Supplemental Indentures (a) Subject to the provisions of this Indenture, the Issuer and the Trustee may from time to time execute, acknowledge and deliver Supplemental Indentures which thereafter shall form part of this Indenture, for any one or more of the following purposes: (i) establishing the terms of any series of Notes and the forms and denominations in which they may be issued as provided in Article 2; (ii) making such amendments not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Notes of any series which do not affect the substance thereof and which in the opinion of the Trustee relying on an Opinion of Counsel will not be materially prejudicial to the interests of Holders; (iii) rectifying typographical, clerical or other manifest errors contained in this Indenture or any Supplemental Indenture, or making any modification to this Indenture or any Supplemental Indenture which, in the opinion of Counsel, are of a formal, minor or technical nature and that are not materially prejudicial to the interests of the Holders; (iv) to give effect to any amendment or supplement to this Indenture or the Notes of any series made in accordance with Sections 12.1, 12.2 or 12.3; (v) evidencing the succession, or successive successions, of others to the Issuer or any Guarantor and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture; or (vi) for any other purpose not inconsistent with the terms of this Indenture, provided that in the opinion of the Trustee (relying on an Opinion of Counsel) the rights of neither the Holders nor the Trustee are materially prejudiced thereby. (b) Unless this Indenture expressly requires the consent or concurrence of Holders, the consent or concurrence of Holders shall not be required in connection with the execution, acknowledgement or delivery of a Supplemental Indenture contemplated by this Indenture. (c) Upon receipt by the Trustee of (i) an Issuer Order accompanied by a Board Resolution authorizing the execution of any such Supplemental Indenture, and (ii) an Officers’ Certificate stating that such amended or Supplemental Indenture complies with this Section 12.5, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or Supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained. 150552542v1150552542

- 145 - (d) This Section 12.5 shall apply, as the context requires, to any assumption agreement or instrument contemplated by Section 10.1(a)(ii)(A). ARTICLE 13 GUARANTEES AND SECURITY 13.1 Issuance of Guarantees (a) The Guarantors providing a Guarantee on the Initial Issue Date shall execute and deliver to the Trustee the Guarantee in the form attached hereto as Appendix BAppendix A. The obligations of each Guarantor will be limited in all cases to the maximum amount that will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or a fraudulent transfer under applicable law. (b) In respect of each Restricted Subsidiary that is required pursuant to Section 6.13 to provide a Guarantee after the Issue Date, the Issuer shall: (i) cause such Restricted Subsidiary to (a) provide a Guarantee within 30 Business Days by executing and delivering to the Trustee a Guarantor Accession Agreement substantially in the form attached hereto as Schedule “A” to Appendix BAppendix A and (b) execute and deliver appropriate joinders or accession agreements to the applicable Security Documents; and (ii) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee and Security Documents have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, and thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture until its Guarantee is released in accordance with Section 13.2 or the other terms of this Indenture. (c) The Issuer may also elect to cause any other Restricted Subsidiary to issue a Guarantee and become a Guarantor. (d) Except as set out in Section 13.2(a), a Guarantor may not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to, or consolidate or amalgamate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and 150552542v1150552542

- 146 - (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is organized or existing under the laws of (1) the United States, any state thereof or the District of Columbia, (2) Canada or any province or territory thereof or (3) the jurisdiction of organization of the Guarantor, and assumes all the obligations of that Guarantor under this Indenture and its Guarantee by operation of law or pursuant to any agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition or consolidation, amalgamation or merger complies with Section 6.16. 13.2 Release of Guarantees (a) The Guarantee of a Guarantor will be automatically released: (i) in connection with any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise), in one or more related transactions, to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 6.16; (ii) in connection with any sale or other disposition of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Issuer after which such Guarantor is no longer a Subsidiary of the Issuer, if the sale of such Capital Stock of that Guarantor complies with Section 6.16; (iii) if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or (v) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided above under Article 8. (b) The Trustee shall promptly execute and deliver a release in the form attached hereto as Schedule “B” to Appendix BAppendix A together with all instruments and other documents reasonably requested by the Issuer or the applicable Restricted Subsidiary to evidence the release and termination of any Guarantee upon receipt of a request by the Issuer accompanied by an Officers’ Certificate certifying as to compliance with this Section 13.2. 150552542v1150552542

- 147 - 13.3 Grant of Security As security for the Note Obligations (including the due payment of all principal, interest and any other amounts outstanding under the Notes and performance of all obligations of the Issuer and the Guarantors to each of the Holders, the Collateral Trustee and the Trustee from time to time under or in respect of the Notes, this Indenture, each Supplemental Indenture and each Guarantee), the Issuer has granted pursuant to the Security Documents, and shall cause each current and future Guarantor to grant pursuant to the Security Documents, in favour of the Collateral Trustee, in its own capacity and as trustee for the Holders and the Trustee, a security interest in the Collateral. Such security interest is for the equal and rateable benefit and security of all Holders (from time to time) and the Trustee, without any preference or priority of any Note over any other Note provided. 13.4 Further Assurances The Issuer and the Guarantors will, at their expense, do or cause to be done all acts and things, including as may be reasonably requested by the Collateral Trustee (which request the Collateral Trustee shall have no obligation to make), to assure and confirm that the Collateral Trustee holds, for the benefit of the Holders of the Notes, duly created, enforceable and perfected Liens upon the Collateral, subject to Permitted Liens and subject to the limitations described in the definition of Excluded Property; provided that, and notwithstanding any term to the contrary, no actions shall be required by the laws of any non-U.S. or non-Canadian jurisdiction in order to create any Lien in any assets or to perfect or make enforceable such Liens in any assets (including any intellectual property registered in any non-U.S. or non-Canadian jurisdiction) (it being understood that there shall be no security agreements or security instrument governed under the laws of any non-U.S. or non-Canadian jurisdiction), and provided further that, except as expressly provided in the Security Documents with respect to Pledged Collateral (as defined therein), no perfection through control agreements or perfection by “control” shall be required with respect to any assets. 13.5 After Acquired Collateral If the Issuer or a Guarantor acquires Property after the Issue Date that is not automatically subject to a perfected security interest or Lien under the Security Documents and such Property would be of the type that would constitute Collateral that is required to be subject to a Lien, or if a Restricted Subsidiary becomes a Guarantor, then the Issuer or the Guarantor will provide security interests in and Liens on such Property which constitutes Collateral (or, in the case of a new Guarantor, on all of its Property constituting Collateral) in favour of the Collateral Trustee and promptly deliver certain agreements in respect thereof as required by this Indenture and the Security Documents. 13.6 Execution of Intercreditor Agreement The Trustee shall execute the Intercreditor Agreement, in its capacity as Trustee under this Indenture, without any further consent or approval from the Holders or the Issuer. Each Holder, by its acceptance of Notes: (a) authorizes the Trustee to enter into the Intercreditor Agreement and any subsequent amendments or modifications thereto that (i) are requested by the Issuer or a Credit Facility Agent and that are not contradictory to the terms set out in Appendix D 150552542v1150552542

- 148 - heretodefinition of Intercreditor Agreement or (ii) are minor or administrative in nature without further authorization of the Holders; and (b) acknowledges and agrees that the Trustee shall not be responsible to approve, review or otherwise negotiate the terms of the Intercreditor Agreement on behalf of the Holders or the Issuer and that the Trustee shall not be liable to the Holders for any of the terms or provisions contained in the Intercreditor Agreement. The Holders further acknowledge that the Trustee has not and will not provide any advice to the Holders of the Notes in respect of this Indenture or the Security Documents, the adequacy of this Indenture or the Security Documents or as to the priority, registration or perfection of their interest in the Collateral. ARTICLE 14 NOTICES 14.1 Notice to Issuer Any notice to the Issuer under the provisions of this Indenture shall be valid and effective (i) if delivered to the Issuer at 301 Edgewater Place, Suite 405, Wakefield, Massachusetts, 01880 United States , Attention: Chief Financial Officer, (ii) if delivered by email, immediately upon sending the email at the attention of the Issuer’s Chief Financial Officer, provided that if such email is not sent during the normal business hours of the recipient, such email shall be deemed to have been sent at the opening of business on the next business day for the recipient, or (iii) if given by registered letter, postage prepaid, to such office and so addressed and if mailed, five days following the mailing thereof. The Issuer may from time to time notify the Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Issuer for all purposes of this Indenture. 14.2 Notice to Holders (a) All notices to be given hereunder with respect to the Notes shall be deemed to be validly given to the Holders thereof if sent by first class mail, postage prepaid, or, if agreed to by the applicable recipient, by email, by letter or circular addressed to such Holders at their post office addresses appearing in any of the registers hereinbefore mentioned and shall be deemed to have been effectively given five days following the day of mailing, or immediately upon sending the email, provided that if such email is not sent during the normal business hours of the recipient, such email shall be deemed to have been sent at the opening of business on the next business day for the recipient, as applicable. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder or the inability of the Issuer to give or mail any notice due to anything beyond the reasonable control of the Issuer shall not invalidate any action or proceeding founded thereon. (b) If any notice given in accordance with Section 14.2(a) would be unlikely to reach the Holders to whom it is addressed in the ordinary course of post by reason of an interruption in mail service, whether at the place of dispatch or receipt or both, the Issuer shall give such notice by publication at least once in a daily newspaper of general national circulation in Canada. 150552542v1150552542

- 149 - (c) Any notice given to Holders by publication shall be deemed to have been given on the day on which publication shall have been effected at least once in each of the newspapers in which publication was required. (d) All notices with respect to any Note may be given to whichever one of the Holders thereof (if more than one) is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all Holders of any Persons interested in such Note. 14.3 Notice to Trustee Any notice to the Trustee under the provisions of this Indenture shall be valid and effective: (i) if delivered to the Trustee at its principal office in the City of Vancouver, British Columbia at 350 – 409 Granville Street, Vancouver, British Columbia V6C 1T2 , Attention: Corporate Trust, (ii) if delivered by email to dsander@odysseytrust.com and corptrust@odysseytrust.com, immediately upon sending the email, provided that if such email is not sent during the normal business hours of the recipient, such email shall be deemed to have been sent at the opening of business on the next business day for the recipient, or (iii) if given by registered letter, postage prepaid, to such office and so addressed and, if mailed, shall be deemed to have been effectively given five days following the mailing thereof. 14.4 Mail Service Interruption If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Trustee would reasonably be unlikely to reach its destination by the time notice by mail is deemed to have been given pursuant to Section 14.3, such notice shall be valid and effective only if delivered at the appropriate address in accordance with Section 14.3. ARTICLE 15 MISCELLANEOUS 15.1 Copies of Indenture Any Holder may obtain a copy of this Indenture without charge by writing to the Issuer at 3494 Martin Hurst Road, Tallahassee, FL 32312 , Attention: Eric Powers, General Counsel. 150552542v1150552542

- 150 - 15.2 Force Majeure Except for the payment obligations of the Issuer contained herein, neither the Issuer nor the Trustee shall be liable to the other, or held in breach of this Indenture, 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, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 15.2. 15.3 Waiver of Jury Trial EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, THE NOTES OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS INDENTURE. The scope of this waiver is intended to encompass any and all disputes that may be filed in any court and that relate to the subject matter of this Indenture, including contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into a business relationship, that such party has already relied on the waiver in entering into this Indenture, and that such party shall continue to rely on the waiver in its related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. In the event of litigation, this Indenture may be filed as a written consent to a trial by the court without a jury. ARTICLE 16 EXECUTION AND FORMAL DATE 16.1 Execution This 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 Indenture by any party hereto by facsimile transmission or PDF shall be as effective as delivery of a manually executed copy of this Indenture by such party. 16.2 Formal Date For the purpose of convenience, this Indenture may be referred to as bearing the formal date of December 15, 2021, irrespective of the actual date of execution hereof. [SIGNATURE PAGE FOLLOWS] 150552542v1150552542

150552542v1150552542 Name: Joseph D. Bayern Name: Dan Sanders Title: President, Corporate Trust Per: Title: Chief Executive Officer 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. Per: TRUSTEE: ODYSSEY TRUST COMPANY ISSUER: CURALEAF HOLDINGS, INC. Name: Amy Douglas Per: Title: Director, Corporate Trust (s) Joseph D. Bayern (s) Dan Sanders (s) Amy Douglas

A-1 APPENDIX A FORM OF 2026 NOTE THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THIS INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THIS INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THIS INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO CURALEAF HOLDINGS, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. [INSERT GLOBAL NOTES LEGEND FOR ALL GLOBAL NOTES] For Notes issued for the benefit or account of a U.S. Holder (other than an Original U.S. Holder), and each Note issued in exchange or substitution thereof, also include the following legends: THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL 150552542v1

A-2 150552542v1 ISIN CA No. CUSIP  US$ BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 1(a) OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. APPENDIX A CURALEAF HOLDINGS, INC. (a corporation formed under the laws of the Business Corporations Act (British Columbia)) 8.00% SENIOR SECURED NOTES DUE DECEMBER 15, 2026 CURALEAF HOLDINGS, INC. (the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the trust indenture dated as of December 15, 2021 (the “Indenture”) between the Issuer and Odyssey Trust Company (the “Trustee”), promises to pay to the registered holder hereof on December 15, 2026 (the “Stated Maturity”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of this Indenture the principal sum of [] million dollars ($[]) in lawful money of the United States of America on presentation and surrender of this Note (the “Note”) at the main branch of the Trustee in Vancouver, British Columbia, in accordance with the terms of this Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 8.00% per annum, in like money, calculated and payable semi-annually in arrears on December 15 and June 15 in each year commencing on June 15, 2022, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity of this Note) to fall due on the Maturity of this Note and, should the Issuer at any time make default in the payment of any

A-3 principal or interest, to pay interest on the amount in default at a rate that is 1% higher than the applicable interest rate on the Notes, in like money and on the same dates. Interest on this Note will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; provided that for any Interest Period that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. If the date for payment of any amount of principal, premium or interest is not a Business Day at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. This Note is one of the 2026 Notes of the Issuer issued under the provisions of this Indenture. Reference is hereby expressly made to this Indenture for a description of the terms and conditions upon which this Note and other Notes of the Issuer are or are to be issued and held and the rights and remedies of the holder of this Note and other Notes and of the Issuer and of the Trustee, all to the same effect as if the provisions of this Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. 2026 Notes are issuable with an original issue discount and at an issue price of $1,000 per $1,000 of principal amount and only in denominations of $1,000 and integral multiples of $1,000. Upon compliance with the provisions of this Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. The indebtedness evidenced by this Note, and by all other 2026 Notes now or hereafter certified and delivered under this Indenture, is a direct senior secured obligation of the Issuer. The principal hereof may become or be declared due and payable before the Stated Maturity in the events, in the manner, with the effect and at the times provided in this Indenture. This Note may be redeemed at the option of the Issuer on the terms and conditions set out in this Indenture at the Redemption Price therein. The right is reserved to the Issuer to purchase Notes (including this Note) for cancellation in accordance with the provisions of this Indenture. Upon the occurrence of a Change of Control, the Holders may require the Issuer to repurchase such Holder’s Notes, in whole or in part, at a purchase price in cash equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase. This Indenture contains provisions making binding upon all Holders of Notes outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such 150552542v1

A-4 150552542v1 provisions and instruments signed by the Holders of a specified majority of Notes outstanding (or certain series of Notes outstanding), which resolutions or instruments may have the effect of amending the terms of this Note or this Indenture. This Note may only be transferred, upon compliance with the conditions prescribed in this Indenture, in one of the registers to be kept at the principal office of the Trustee in Vancouver, British Columbia and in such other place or places and/or by such other Registrars (if any) as the Issuer with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been authenticated by the Trustee under this Indenture. This Note and this Indenture are governed by, and are to be construed and enforced in accordance with, the laws of the Province of British Columbia. Capitalized words or expressions used in this Notes shall, unless otherwise defined herein, have the meaning ascribed thereto in this Indenture. IN WITNESS WHEREOF CURALEAF HOLDINGS, INC. has caused this Note to be signed by its authorized representatives as of _______________, 2021. CURALEAF HOLDINGS, INC. Name: Per: Title:

A-5 150552542v1 Title: (FORM OF REGISTRATION PANEL) (No writing hereon except by Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar ODYSSEY TRUST COMPANY Name: Per: (FORM OF TRUSTEE’S CERTIFICATE) This Note is one of the Curaleaf Holdings, Inc. 8.00% Senior Secured Notes due December 15, 2026 referred to in this Indenture within mentioned. Name: Per: Title:

A-6 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________, whose address and social insurance number, if applicable are set forth below, this Note (or $_________________ principal amount hereof) of CURALEAF HOLDINGS, INC. standing in the name(s) of the undersigned in the register maintained by the Issuer with respect to such Note and does hereby irrevocably authorize and direct the Trustee to transfer such Note in such register, with full power of substitution in the premises. Dated: ________________________________________________________________________ Address of Transferee: ___________________________________________________________ (Street Address, City, Province and Postal Code) Social Insurance Number of Transferee, if applicable: _________________________________ If less than the full principal amount of the within Note is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple of $1,000) to be transferred. In the case of a Note that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked): � (A) the transfer is being made to the Issuer; � (B) the transfer is being made to a Person that the undersigned reasonable believes is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) that purchases for its own account or for the account of a qualified institutional buyer and whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; � (C) the transfer is being made outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Appendix C to the Indenture, or � (D) the transfer is being made in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Issuer and the Trustee an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Issuer to such effect. In the case of a Note that contains a U.S. restrictive legend, unless one of the boxes above is checked and the related documentation has been submitted as provided herein, the Trustee shall 150552542v1

A-7 150552542v1 Authorized Officer Signature of transferring registered holder refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof. In the case of a Note that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Note is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Issuer and the Trustee an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer to such effect. 1. The signature(s) to this assignment must correspond with the name(s) as written upon the face of the Note in every particular without alteration or any change whatsoever. 2. The registered holder of this Note is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Note. Signature of Guarantor Name of Institution

BA-1 APPENDIX B FORM OF GUARANTEE (see attached) 150552542v1150552542

BA-2 GUARANTY THIS GUARANTY dated as of [ ], is executed by [Guarantor], a [Jurisdiction] corporation (the “Guarantor”) in favour of Odyssey Trust Company, as trustee (the “Trustee”), as Trustee under the Indenture (as defined below). RECITALS WHEREAS, Curaleaf Holdings, Inc., a corporation incorporated under the Business Corporations Act (British Columbia) (the “Issuer”) is party to that certain Indenture of even date herewith between the Issuer and the Trustee (the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms under the Indenture; WHEREAS, the Issuer will issue Notes from time to time pursuant to the terms of the Indenture (including its 8.0011.50% senior secured notes due December 15, 2026February 18, 2029) to be held by certain noteholders (each a “Noteholder” and, collectively, the “Noteholders”); and WHEREAS, the undersigned will benefit from the making of loans pursuant to the Indenture and is willing to guaranty the Liabilities (as defined below) as hereinafter set forth. NOW, THEREAFTER, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of: (a) all obligations (monetary or otherwise) of the Issuer to each of the Trustee and each of the Noteholders (as defined below) under or in connection with the Indenture, the Notes, the Security Documents and any other document or instrument executed in connection therewith and (b) all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and charges) paid or incurred by the Trustee or any Noteholder in enforcing this Guaranty, any Security Document or any other applicable document against such undersigned (all such obligations being herein collectively called the “Liabilities”); provided that the liability of the undersigned hereunder shall be limited to the maximum amount of the Liabilities that such undersigned may guaranty without violating any fraudulent conveyance or fraudulent transfer law. The undersigned agrees that if any Event of Default occurs under Article 7 of the Indenture, at a time when the Liabilities are not otherwise due and payable (whether due to a judicial stay of acceleration or otherwise), then such undersigned will pay to the Trustee for the account of the Noteholders forthwith the full amount that would be payable hereunder by such undersigned if all Liabilities were then due and payable, subject to applicable law. This guaranty shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not merely a guaranty of collectability, and shall remain in full force and effect (notwithstanding the dissolution of any of the undersigned, that at any time or from time to time no Liabilities are outstanding or any other circumstances) until such time as set forth in the Indenture. 150552542v1150552542

BA-3 The undersigned further agree that if at any time all or any part of any payment theretofore applied by the Trustee or any Noteholder to any of the Liabilities is or must be rescinded or returned by the Trustee or such Noteholder for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Issuer or any of the undersigned), such Liabilities shall, for purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Trustee or such Noteholder, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Trustee or such Noteholder had not been made, subject to applicable law. The Trustee or any Noteholder may, from time to time, at its sole discretion and without notice to the undersigned, take any or all of the following actions without affecting any of the obligations of the undersigned hereunder, subject, in each case, to applicable law: (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor to obligors, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew any of the Liabilities for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities, (d) release any security interest in, or surrender, release or permit any substitution or exchange for, any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort to the undersigned for payment of any of the Liabilities when due, whether or not the Trustee or such Noteholder shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any other of the undersigned or any other obligor primarily or secondarily obligated with respect to any of the Liabilities. The undersigned hereby expressly waives: (a) notice of the acceptance of this Guaranty by the Trustee or any Noteholder, (b) notice of the existence or creation or non-payment of all or any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, and (d) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities. Notwithstanding any payment made by or for the account of any of the undersigned pursuant to this Guaranty, the undersigned shall not be subrogated to any right of the Trustee or any Noteholder until such time as the Trustee and the Noteholders shall have received final payment in cash of the full amount of all Liabilities. The undersigned further agrees to pay all expenses (including the reasonable attorneys’ fees and charges) paid or incurred by the Trustee or any Noteholder in endeavoring to collect the Liabilities from such undersigned, or any part thereof, and in enforcing this Guaranty against such undersigned. The creation or existence from time to time of additional Liabilities to the Trustee or the Noteholders or any of them is hereby authorized, without notice to the undersigned, and shall in no way affect or impair the rights of the Trustee or the Noteholders or the obligations of the 150552542v1150552542

BA-4 undersigned under this Guaranty, including the undersigned’s guaranty of such additional Liabilities. The Trustee and any Noteholder may from time to time, without notice to the undersigned, assign or transfer any of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this Guaranty, and each and every immediate and successive assignee or transferee of any of the Liabilities or any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were an original Noteholder. No delay on the part of the Trustee or any Noteholder in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Trustee or any Noteholder of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any provision of this Guaranty be binding upon the Trustee or the Noteholder, except as expressly set forth in a writing duly signed and delivered on behalf of the Trustee. No action of the Trustee or any Noteholder permitted hereunder shall in any way affect or impair the rights of the Trustee or any Noteholder or the obligations of the undersigned under this Guaranty. For purposes of this Guaranty, Liabilities shall include all obligations of the Issuer to the Trustee or any Noteholder arising under or in connection with the Indenture, any Note, any Security Document or any other document or instrument executed in connection therewith, notwithstanding any right or power of the Issuer or anyone else to assert any claim or defense as to the invalidity or unenforceability of any obligation, and no such claim or defense shall affect or impair the obligations of the undersigned hereunder. Pursuant to the Indenture, (a) this Guaranty has been delivered to the Trustee and (b) the Trustee has been authorized to enforce this Guaranty on behalf of itself and each of the Noteholders. All payments by the undersigned pursuant to this Guaranty shall be made to the Trustee for the benefit of the Noteholders (and any amount received by the Trustee for the account of a Noteholder shall, subject to the other provisions of this Guaranty, be deemed received by such Noteholder upon receipt by the Trustee). This Guaranty shall be binding upon the undersigned and the successors and assigns of the undersigned; and to the extent the Issuer or any of the undersigned is a partnership, corporation, limited liability company or other entity, all references herein to the Issuer and to the undersigned, respectively, shall be deemed to include any successor or successors, whether immediate or remote, to such entity. The term “undersigned” as used herein shall mean all parties executing this Guaranty and each of them, and all such parties shall be jointly and severally obligated hereunder. This Guaranty shall be governed by and construed in accordance with the laws of the Province of British Columbia applicable to contracts made and to be fully performed in such Province. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such 150552542v1150552542

BA-5 prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Guaranty. Delivery of a counterpart hereof, or a signature page hereto, by facsimile or in a .pdf or similar file shall be effective as delivery of a manually executed original counterpart thereof. At any time after the date of this Guaranty, one or more additional Persons may become parties hereto by executing and delivering to the Trustee a counterpart of this Guaranty. Immediately upon such execution and delivery (and without any further action), each such additional Person will become a party to, and will be bound by the terms of this Guaranty. Other than automatic modifications related to the addition of a party hereto as described in the preceding paragraph, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement shall be effective unless the same shall be in writing and signed and delivered by the Trustee, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER DOCUMENT ASSOCIATED HEREWITH SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE PROVINCE OF BRITISH COLUMBIA; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE TRUSTEE’S OPTION. IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE PROVINCE OF BRITISH COLUMBIA FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE UNDERSIGNED FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS SET FORTH BENEATH ITS NAME ON SCHEDULE 1 (OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE TRUSTEE AS ITS ADDRESS FOR NOTICE HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE PROVINCE OF BRITISH COLUMBIA. THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECT THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE UNDERSIGNED, AND (BY ACCEPTING THE BENEFITS HEREOF) EACH OF THE TRUSTEE AND EACH NOTEHOLDER, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY, ANY OTHER DOCUMENT ASSOCIATED HEREWITH AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED 150552542v1150552542

BA-6 150552542v1150552542 IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered as of the date first above written. By: Name: GUARANTOR [LEGAL NAME OF GUARANTOR] Title:

BA-7 150552542v1150552542 Guaranty By: Name: ADDITIONAL GUARANTOR Title:

BA-8 Guaranty 150552542v1150552542

BA-9 SCHEDULE I ADDRESSES FOR NOTICES 150552542v1150552542

C-1 150552542v1 X X Authorized signatory (if seller is not an individual) APPENDIX B APPENDIX C FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: ODYSSEY TRUST COMPANY as Trustee for the Notes of Curaleaf Holdings, Inc. (the “Issuer”) AND TO: THE ISSUER The undersigned (A) acknowledges that the sale of _______________________ (the “Securities”) of the Issuer, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Issuer, except solely by virtue of being an officer or director of the Issuer, (b) a “distributor” or (c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) none of the seller, any affiliate of the seller or any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such Securities with fungible unrestricted securities; and (6) the sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. DATED this ____ day of ____________________, 20_____. Signature of individual (if seller is an individual) Name of seller (please print)

C-2 150552542v1 Official capacity of authorized signatory (please print) Name of authorized signatory (please print)

CB-1 APPENDIX D INTERCREDITOR AGREEMENT TERMS The Issuer will be permitted to negotiate the terms of an Intercreditor Agreement among the Issuer, the Guarantors, the Trustee, the Collateral Trustee, and the Credit Facility Agent (on behalf of the lenders and secured parties under any Credit Facility (the “Credit Facility Lenders”)), which will, among other things, define the relative rights of the Holders and the Credit Facility Lenders with respect to the Collateral and related matters. Overview Pursuant to the terms of the Intercreditor Agreement, at any time at which Credit Facility Obligations are outstanding, the Credit Facility Agent will, subject to the exceptions discussed below, determine the time and method by which the security interests and Liens in the Collateral will be enforced. The Intercreditor Agreement will apply at all times prior to, during and after any Insolvency Proceeding involving the Issuer or any Guarantor (and, for certainty, at all times until the Credit Facility Obligations have been fully repaid, all commitments terminated, and all documents entered in to in connection therewith cancelled, released and discharged, as applicable) and will provide, among other things, for Lien priorities as follows: (1) the Credit Facility Obligations shall be secured on a first-priority basis by all Collateral; and (2) the Note Obligations shall be secured on a junior priority basis by all Collateral relative to the Credit Facility Obligations. The relative Lien priorities set forth in the Intercreditor Agreement will not be affected by, inter alia, (a) the fact that the aggregate amount of the Credit Facility Obligations may be increased from time to time pursuant to the terms of the Credit Facility Documents, (b) the fact that the Credit Facility Obligations will consist of Indebtedness that is revolving in nature and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (c) any amendment, modification, supplement, extension, increase, renewal, restatement or replacement of any of the Credit Facility Obligations (or any part thereof), by the release of any Collateral or of any guarantees for any Credit Facility Obligations or by any action that the Credit Facility Agent or any holder of Credit Facility Obligations may take or fail to take in respect of any Collateral. The Credit Facility Documents will be permitted to be amended, restated, supplemented or otherwise modified in accordance with their terms, or refinanced, without the consent of any holder of Note Obligations; provided that the Intercreditor Agreement will not permit any such amendment, restatement, supplement, modification or refinancing that would increase the borrowings under the Credit Facility Documents in a manner that would not be permitted under Section 6.10 of the Indenture. Until the Credit Facility Obligations have been fully repaid, all commitments terminated, and all documents entered in to in connection therewith cancelled, released and discharged, as applicable, without the prior written consent of the Credit Facility Agent, no Note Document 150552542v1150552542

CB-2 may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent, inter alia, such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Note Document would reduce the capacity to incur debt for borrowed money constituting Credit Facility Obligations to an amount less than the aggregate principal amount of commitments under the Credit Facility Documents on the day of any such amendment, restatement, supplement, modification or refinancing. In addition, the Indenture will provide that if Indebtedness is incurred that is, and is permitted pursuant to the terms of the Indenture and the Credit Facility to be, secured on an equal priority basis to the Note Obligations with respect to any Collateral, then the Collateral Trustee, at the request of the Issuer, will enter into an intercreditor agreement with customary terms and provisions, or an amendment or supplement or joinder to the Intercreditor Agreement, with the representative of holders of such Indebtedness, the Credit Facility Agent and any other applicable agents, providing for such equal priority to the holders of the Note Obligations. Foreclosure and Application of Proceeds The Indenture provides that the Collateral Trustee, after receipt of instructions from the Holders of a majority in aggregate principal amount of Notes may, after the obligations outstanding under the Notes have been accelerated, generally realize upon the Collateral, subject to the terms of the Intercreditor Agreement. The Collateral Trustee will only exercise remedies under the Security Documents, including, without limitation, the institution of foreclosure proceedings, in accordance with the Security Documents and applicable law if the Holders have accelerated their Indebtedness or if their Indebtedness is accelerated without any declaration or other act under the circumstances described in Section 7.1(i) of the Indenture. However, the rights and remedies available to the Collateral Trustee and the Holders under the Security Documents and the actions permitted to be taken by the Collateral Trustee thereunder with respect to the Collateral will be subject to the provisions of the Intercreditor Agreement. If any Credit Facility Obligations are outstanding at any time when the obligations outstanding under the Notes have been accelerated, the Intercreditor Agreement will require that the proceeds from any Collateral received pursuant to a disposition made by the Issuer or any Guarantor with the consent of the Credit Facility Lenders, the enforcement of any Security Document, proceeds received in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) or the exercise of any remedies thereunder, or upon any Insolvency Proceeding with respect to either the Issuer or any Guarantor, will be applied: (1) first, to pay the Credit Facility Obligations; (2) second, to pay the Notes Obligations; and (3) third, to the Issuer or such Guarantor. The Intercreditor Agreement will provide that if any Credit Facility Obligations or commitments related thereto are then outstanding, the Collateral Trustee and the Holders will have no ability to control any foreclosure or other exercise of remedies with respect to any of the Collateral (including, without limitation, the time or method); provided, however, that if neither the Credit Facility Agent nor any holder of the Credit Facility Obligations has diligently pursued foreclosure or other exercise of remedies in good faith with respect to the Collateral for 180 days 150552542v1150552542

CB-3 after notice by the Collateral Trustee to the Credit Facility Agent of an Event of Default (the “Standstill Period”), the Collateral Trustee and the Holders will be permitted to pursue foreclosure or other exercise of remedies with respect to such Collateral; provided, further, however, that the Collateral Trustee and the Holders may not pursue foreclosure or other exercise of remedies with respect to such Collateral, notwithstanding the expiration of the Standstill Period, if and for so long as the Credit Facility Agent or any holder of the Credit Facility Obligations (x) has commenced and is diligently pursuing the exercise of their rights or remedies with respect to all or a material portion of the Collateral or (y) is stayed from exercising any rights and remedies under applicable law (including any applicable bankruptcy or similar law). The fact that the lenders under the Credit Facility Obligations will have a first-priority Lien on the Collateral that secures the Note Obligations and that the Issuer and the Guarantors may incur certain other obligations secured by Permitted Liens on the Collateral may have a material adverse effect on the amount that would be realized by Holders upon a liquidation of or other realization upon the Collateral. Accordingly, there can be no assurance that proceeds of any sale of or other realization upon the Collateral pursuant to the Indenture and the related Security Documents following an Event of Default would be sufficient to satisfy, or would not be substantially less than, amounts due under the Notes. If the proceeds of the Collateral are not sufficient to repay all amounts due on the Notes, the Holders (to the extent not repaid from the proceeds of the sale of the Collateral) would have only an unsecured claim against the remaining assets of the Corporation and the Guarantors. Exercise of Remedies Subject to the rights of the Collateral Trustee and the Holders arising after the expiry of the Standstill Period, as set forth above, until the Credit Facility Obligations have been fully repaid, the commitments terminated and all documents entered in to in connection therewith cancelled, released and discharged, as applicable, the Credit Facility Agent and the lenders under the Credit Facility Obligations shall have the exclusive right to exercise remedies with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to their discretion and the exercise of their good faith business judgment, including, without limitation, the exclusive right to take or retake control or possession of any Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral without any consultation with or the consent of any of the Collateral Trustee or any Holder. Notwithstanding any rights or remedies available to the Trustee, the Collateral Trustee or the Holders under applicable law or otherwise, prior to the expiration of the Standstill Period, and thereafter, if and for so long as the Credit Facility Agent or any holder of the Credit Facility Obligations has commenced and is diligently pursuing the exercise of their rights or remedies with respect to all or a material portion of the Collateral or is stayed from exercising any rights and remedies under applicable law (including any applicable bankruptcy or similar law), the Trustee, the Collateral Trustee and the Holders shall not, directly or indirectly, seek to foreclose or realize upon (judicially or non-judicially) their Lien on or otherwise exercise any rights or remedies with respect to any Collateral (including, without limitation, by setoff or notification of account debtors). 150552542v1150552542

CB-4 The Intercreditor Agreement is not expected to: (i) preclude the Trustee, the Collateral Trustee and the Holders from accelerating the Notes upon an Event of Default or from exercising any other rights and remedies available to unsecured creditors against the Issuer or any Guarantor provided that such rights and remedies do not violate, or are not otherwise inconsistent with, any provision of the Intercreditor Agreement and provided further that, in the event that the Collateral Trustee of any Holder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of rights available to an unsecured creditor with respect to the Note Obligations, such judgment Lien shall be subject to the terms of the Intercreditor Agreement for all purposes (including in relation to the Credit Facility Obligations) as the other Liens securing the Note Obligations are subject to the Intercreditor Agreement); (ii) prohibit the receipt by the Trustee, the Collateral Trustee or any Holder of regularly scheduled payments of principal of, and regularly scheduled payments of interest on, the Notes (so long as such receipt is not the direct or indirect result of the exercise by the Collateral Trustee or any Holder of rights or remedies (including set-off) in respect of the Collateral in violation of the Intercreditor Agreement); or (iii) preclude the Trustee, the Collateral Trustee and the Holder from taking Permitted Protective Actions. Following the acceleration of any Credit Facility Obligations (the “Purchase Event”), within 30 days of the Purchase Event (or such longer period as the Credit Facility Agent may agree to), the Collateral Trustee and the holders of the Notes will have the option, by notice to the Credit Facility Agent, to purchase on customary terms all (but not less than all) of the Credit Facility Obligations and any loans provided by the holders of the Credit Facility Obligations in connection with a DIP Financing outstanding at the time of purchase in full at par in cash, plus any premium that would be applicable upon prepayment of the Credit Facility Obligations and/or such DIP Financing and accrued and unpaid interest, and all interest accrued thereon after the commencement of any Insolvency Proceeding, at applicable post-default rates and fees, including breakage costs. If such option is exercised, the purchase of such Credit Facility Obligations and DIP Financing shall be consummated within not less than five Business Days and not more than 10 Business Day of the notice. Other Customary Provisions The Intercreditor Agreement will provide for other customary provisions for agreements of this nature, including, for instance: • prohibition on contesting Liens; • limitations on new or additional Liens being granted in favour of the Trustee or Collateral Trustee; • release of Liens upon permitted dispositions, casualty events or similar events; and • provisions relating to the ability of the Credit Facility Lenders to provide DIP Financing and other customary provisions relating to Insolvency Proceedings. 150552542v1150552542

CB-5 150552542v1150552542

Appendix B Forms of Global Notes (see attached)

2029 NOTE (REG D) THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO CURALEAF HOLDINGS, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED

3 HEREBY PURSUANT TO CLAUSE 1(a) OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. UNLESS PERMITTED UNDER SECURITIES LEGISLATION IN CANADA, THE HOLDER OF THIS NOTE MUST NOT TRADE THIS NOTE IN CANADA BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER []. CUSIP 23126MAC6 ISIN CA23126MAC60 No. 2029-[] US$ CURALEAF HOLDINGS, INC. (a corporation formed under the laws of the Business Corporations Act (British Columbia)) 11.50% SENIOR SECURED NOTES DUE FEBRUARY 18, 2029 CURALEAF HOLDINGS, INC. (the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the trust indenture dated as of December 15, 2021 (the “Base Indenture”) between the Issuer and Odyssey Trust Company (the “Trustee”), as supplemented by a fourth supplemental indenture (the “Fourth Supplemental Indenture”) dated February 18, 2026 (the Base Indenture as supplemented by the Fourth Supplemental Indenture being referred to as the “Indenture”), promises to pay to the registered holder hereof on February 18, 2029 (the “Stated Maturity”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture the principal sum of [] million dollars ($[]) in lawful money of the United States of America on presentation and surrender of this Note (the “Note”) at the main branch of the Trustee in Vancouver, British Columbia, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 11.50% per annum, in like money, calculated and payable semi-annually in arrears on February 18 and August 18 in each year commencing on August 18, 2026, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity of this Note) to fall due on the Maturity of this Note and, should the Issuer at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 1% higher than the applicable interest rate on the Notes, in like money and on the same dates. Interest on this Note will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; provided that for any Interest Period that is shorter than a full semi- annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. If the date for payment of any amount of principal, premium or interest is not a Business Day at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day.

4 Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of the Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. This Note is one of the 2029 Notes of the Issuer issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which this Note and other Notes of the Issuer are or are to be issued and held and the rights and remedies of the holder of this Note and other Notes and of the Issuer and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. 2029 Notes are issuable at an issue price of $1,000 per $1,000 of principal amount and only in denominations of $1,000 and integral multiples of $1,000. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. The indebtedness evidenced by this Note, and by all other 2029 Notes now or hereafter certified and delivered under the Indenture, is a direct senior secured obligation of the Issuer. The principal hereof may become or be declared due and payable before the Stated Maturity in the events, in the manner, with the effect and at the times provided in the Indenture. This Note may be redeemed at the option of the Issuer on the terms and conditions set out in the Indenture at the Redemption Price therein. The right is reserved to the Issuer to purchase Notes (including this Note) for cancellation in accordance with the provisions of the Indenture. Upon the occurrence of a Change of Control, the Holders may require the Issuer to repurchase such Holder’s Notes, in whole or in part, at a purchase price in cash equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase. The Indenture contains provisions making binding upon all Holders of Notes outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments signed by the Holders of a specified majority of Notes outstanding (or certain series of Notes outstanding), which resolutions or instruments may have the effect of amending the terms of this Note, the Indenture, the Guarantees or the Security Documents. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in Vancouver, British Columbia and in such other place or places and/or by such other Registrars (if any) as the Issuer with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been authenticated by the Trustee under the Indenture.

5 This Note and the Indenture are governed by, and are to be construed and enforced in accordance with, the laws of the Province of British Columbia. Capitalized words or expressions used in this Notes shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. [Signature page follows.]

6 IN WITNESS WHEREOF CURALEAF HOLDINGS, INC. has caused this Note to be signed by its authorized representatives as of []. CURALEAF HOLDINGS, INC. Per: Name: Ed Kremer Title: Chief Financial Officer

7 TRUSTEE’S CERTIFICATE This Note is one of the Curaleaf Holdings, Inc. 11.50% Senior Secured Notes due February 18, 2029, referred to in the Indenture within mentioned. ODYSSEY TRUST COMPANY Per: Name: Title: Per: Name: Title: (FORM OF REGISTRATION PANEL) (No writing hereon except by Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar

8 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________, whose address and social insurance number, if applicable are set forth below, this Note (or $_________________ principal amount hereof) of CURALEAF HOLDINGS, INC. standing in the name(s) of the undersigned in the register maintained by the Issuer with respect to such Note and does hereby irrevocably authorize and direct the Trustee to transfer such Note in such register, with full power of substitution in the premises. Dated: ________________________________________________________________________ Address of Transferee: ___________________________________________________________ (Street Address, City, Province and Postal Code) Social Insurance Number of Transferee, if applicable: _________________________________ If less than the full principal amount of the within Note is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple of $1,000) to be transferred. In the case of a Note that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):  (A) the transfer is being made to the Issuer;  (B) the transfer is being made to a Person that the undersigned reasonable believes is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) that purchases for its own account or for the account of a qualified institutional buyer and whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A;  (C) the transfer is being made outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Appendix C to the Indenture, or  (D) the transfer is being made in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Issuer and the Trustee an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Issuer to such effect. In the case of a Note that contains a U.S. restrictive legend, unless one of the boxes above is checked and the related documentation has been submitted as provided herein, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof. In the case of a Note that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Note is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Issuer and the Trustee an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer to such effect.

9 1. The signature(s) to this assignment must correspond with the name(s) as written upon the face of the Note in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by a Canadian chartered bank of trust company or by a member of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”. 2. The registered holder of this Note is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Note. Signature of Guarantor Authorized Officer Signature of transferring registered holder Name of Institution

2029 NOTE (CANADIAN 4-MONTH HOLD) THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO CURALEAF HOLDINGS, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION IN CANADA, THE HOLDER OF THIS NOTE MUST NOT TRADE THIS NOTE IN CANADA BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER []. CUSIP 23126MAD4 ISIN CA23126MAD44 No. 2029-[] US$ CURALEAF HOLDINGS, INC. (a corporation formed under the laws of the Business Corporations Act (British Columbia)) 11.50% SENIOR SECURED NOTES DUE FEBRUARY 18, 2029 CURALEAF HOLDINGS, INC. (the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the trust indenture dated as of December 15, 2021 (the “Base Indenture”) between the Issuer and Odyssey Trust Company (the “Trustee”), as supplemented by a fourth supplemental indenture (the “Fourth Supplemental Indenture”) dated February 18, 2026 (the Base Indenture as supplemented by the Fourth Supplemental Indenture being referred to as the “Indenture”), promises to pay to the registered holder hereof on February 18, 2029 (the “Stated Maturity”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture the principal sum of [] million dollars ($[]) in lawful money of the United States of America on presentation and surrender of this Note (the “Note”) at the main branch of the Trustee in Vancouver, British Columbia, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest

11 Payment Date to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 11.50% per annum, in like money, calculated and payable semi-annually in arrears on February 18 and August 18 in each year commencing on August 18, 2026, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity of this Note) to fall due on the Maturity of this Note and, should the Issuer at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 1% higher than the applicable interest rate on the Notes, in like money and on the same dates. Interest on this Note will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; provided that for any Interest Period that is shorter than a full semi- annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. If the date for payment of any amount of principal, premium or interest is not a Business Day at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of the Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. This Note is one of the 2029 Notes of the Issuer issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which this Note and other Notes of the Issuer are or are to be issued and held and the rights and remedies of the holder of this Note and other Notes and of the Issuer and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. 2029 Notes are issuable at an issue price of $1,000 per $1,000 of principal amount and only in denominations of $1,000 and integral multiples of $1,000. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. The indebtedness evidenced by this Note, and by all other 2029 Notes now or hereafter certified and delivered under the Indenture, is a direct senior secured obligation of the Issuer. The principal hereof may become or be declared due and payable before the Stated Maturity in the events, in the manner, with the effect and at the times provided in the Indenture. This Note may be redeemed at the option of the Issuer on the terms and conditions set out in the Indenture at the Redemption Price therein. The right is reserved to the Issuer to purchase Notes (including this Note) for cancellation in accordance with the provisions of the Indenture. Upon the occurrence of a Change of Control, the Holders may require the Issuer to repurchase such Holder’s Notes, in whole or in part, at a purchase price in cash equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase.

12 The Indenture contains provisions making binding upon all Holders of Notes outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments signed by the Holders of a specified majority of Notes outstanding (or certain series of Notes outstanding), which resolutions or instruments may have the effect of amending the terms of this Note, the Indenture, the Guarantees or the Security Documents. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in Vancouver, British Columbia and in such other place or places and/or by such other Registrars (if any) as the Issuer with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been authenticated by the Trustee under the Indenture. This Note and the Indenture are governed by, and are to be construed and enforced in accordance with, the laws of the Province of British Columbia. Capitalized words or expressions used in this Notes shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. [Signature page follows.]

13 IN WITNESS WHEREOF CURALEAF HOLDINGS, INC. has caused this Note to be signed by its authorized representatives as of []. CURALEAF HOLDINGS, INC. Per: Name: Ed Kremer Title: Chief Financial Officer

14 TRUSTEE’S CERTIFICATE This Note is one of the Curaleaf Holdings, Inc. 11.50% Senior Secured Notes due February 18, 2029, referred to in the Indenture within mentioned. ODYSSEY TRUST COMPANY Per: Name: Title: Per: Name: Title: (FORM OF REGISTRATION PANEL) (No writing hereon except by Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar

15 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________, whose address and social insurance number, if applicable are set forth below, this Note (or $_________________ principal amount hereof) of CURALEAF HOLDINGS, INC. standing in the name(s) of the undersigned in the register maintained by the Issuer with respect to such Note and does hereby irrevocably authorize and direct the Trustee to transfer such Note in such register, with full power of substitution in the premises. Dated: ________________________________________________________________________ Address of Transferee: ___________________________________________________________ (Street Address, City, Province and Postal Code) Social Insurance Number of Transferee, if applicable: _________________________________ If less than the full principal amount of the within Note is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple of $1,000) to be transferred. In the case of a Note that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):  (A) the transfer is being made to the Issuer;  (B) the transfer is being made to a Person that the undersigned reasonable believes is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) that purchases for its own account or for the account of a qualified institutional buyer and whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A;  (C) the transfer is being made outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Appendix C to the Indenture, or  (D) the transfer is being made in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Issuer and the Trustee an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Issuer to such effect. In the case of a Note that contains a U.S. restrictive legend, unless one of the boxes above is checked and the related documentation has been submitted as provided herein, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof. In the case of a Note that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Note is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Issuer and the Trustee an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer to such effect.

16 3. The signature(s) to this assignment must correspond with the name(s) as written upon the face of the Note in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by a Canadian chartered bank of trust company or by a member of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”. 4. The registered holder of this Note is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Note. Signature of Guarantor Authorized Officer Signature of transferring registered holder Name of Institution

Execution Version 170746.00003/154854032v.8 AMENDED AND RESTATED LOAN AGREEMENT This AMENDED AND RESTATED LOAN AGREEMENT (as the same may be amended, restated, modified, substituted or extended from time to time, this “Agreement”) is made as of this 10th day of October, 2025 (the “Closing Date”), by and among 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”), the Guarantors (as defined below) party hereto, and NEEDHAM BANK, a Massachusetts commercial bank (“Lender” which expression shall include Lender’s successors and assigns, and providers of any Bank Products). PRELIMINARY STATEMENTS A. Lender, Borrowers and the Guarantors are party to that certain Loan Agreement, dated as of November 6, 2024 (as heretofore amended, supplemented or otherwise modified, the “Original Loan Agreement”) pursuant to which the Lender established a revolving line of credit in the Borrowers’ favor in the amount of up to FORTY MILLION AND 00/100 DOLLARS ($40,000,000.00) (the “Original Revolving Loan Commitment”), which such loan is evidenced by a Revolving Promissory Note dated as of November 6, 2024 made by Borrowers in favor of Lender and the other Loan Documents (as defined in the Original Loan Agreement). B. Subject to the terms and conditions hereof, Borrowers have asked the Lender to provide, or continue to provide (as applicable), them with a revolving line of credit in the amount of up to ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00), which shall be evidenced by an Amended and Restated Revolving Promissory Note, dated of even date herewith made by Borrowers in favor of Lender (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, or replaced, the “Note”) and the other Loan Documents (as defined below), and which are secured, in part, by the Mortgages (as defined below), the Security Agreement (as defined below), and all of the other Loan Documents (as defined below). C. In connection with the increase to the Original Revolving Loan Commitment as aforesaid, the Lender, Borrowers and Guarantors have agreed to amend, restate and replace in its entirety the Original Loan Agreement in the manner and subject to the terms and conditions set forth in this Agreement. D. To induce Lender to extend or to continue to extend credit to Borrowers, and in consideration of the mutual covenants, agreements, representations and warranties herein

-2- 170746.00003/154854032v.8 contained and the faithful performance of said covenants and agreements, Borrowers and the other Loan Parties covenant, agree, represent and warrant as follows: AGREEMENT 1. DEFINITIONS “20% Member” has the meaning set forth in Section 4.23(a). “Accounts Receivable” means all of the Loan Parties’ accounts (as defined in Article 9 of the UCC), accounts receivable, rental and lease payments receivable, contract rights, notes, bills, drafts, acceptances, instruments, documents, chattel paper and all other debts, obligations and liabilities in whatever form owing to the Loan Parties from any Person for goods sold by a Loan Party or for services rendered by a Loan Party, or however otherwise established or created, all guaranties and security therefor, all right, title and interest of the Loan Parties in the goods or services which gave rise thereto, including rights to reclamation and stoppage in transit and all rights of an unpaid seller of goods or services, whether any of the foregoing be now existing or hereafter arising, now or hereafter received by or owing or belonging to any Loan Party. “Additional Security Documents” has the meaning set forth in Section 7.23. “Advance” means any disbursement of Revolving Loan proceeds by Lender pursuant to this Agreement. “Affiliate” means, with respect to any Person, (a) any other Person which, directly or indirectly, Controls or is Controlled by or is under common Control with such Person, (b) any other Person that owns, beneficially, directly or indirectly, ten percent (10%) or more of the outstanding capital stock, shares or equity interests of such Person, (c) any other Person ten percent (10%) or more of the outstanding capital stock, shares or equity interests of which is beneficially, directly or indirectly owned or held by such Person, (d) director, shareholder, partner, member, manager or trustee of such Person or any other Person Controlling, Controlled by or under common Control with such Person (excluding trustees and Persons serving in a fiduciary or similar capacity who are not otherwise an Affiliate of such Person), or (e) as to any natural Person, any spouse, parent, child or sibling of such Person. “Aggregate Revolving Advances” means, on the date of determination, the sum of Aggregate Revolving Loans plus the Unreimbursed Amounts with respect to Letters of Credit and the un-drawn amount of all issued and outstanding Letters of Credit. “Aggregate Revolving Loans” means, on any date of determination, the aggregate principal amount of all Revolving Loans from the Lender to the Borrowers outstanding at such time. “Agreement” has the meaning set forth in the preamble. “Anti-Terrorism Laws” means any applicable federal, state or local laws related to terrorism or any other activities covered by or included in Executive Order 13224 and the USA Patriot Act, and any regulations promulgated under either of them.

-3- 170746.00003/154854032v.8 “Applicable Laws” shall mean, subject to the carve-outs and acknowledgments contained in Section 12, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order, policy, decree, judgment, consent decree, writ, injunction, or governmental requirement enacted, promulgated or imposed by any Governmental Authority or determination of any arbitrator, in each case applicable to or binding on such Person or any of its property, products, business, assets or operations or to which such Person or any of its property, products, business, assets or operations is subject. “Applicable Marijuana Laws” shall mean the applicable state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority of the Applicable States and each applicable municipality and other authority of, or within, the Applicable States pertaining to marijuana, all as in effect and as amended from time to time. “Applicable Month” has the meaning set forth in Section 2.1.1. “Applicable States” means, collectively, Arizona, Maine, Utah, Florida, Maryland, Illinois, New Jersey, Pennsylvania and Ohio, and each individually, is an “Applicable State”. If, after the Closing Date, Rock Rose Compassionate Care, LLC joins the Loan Documents as a Guarantor in accordance with Section 11.16 hereof, “Applicable States” will automatically be modified to include Texas. “Approved Appraisal” means an MAI-prepared appraisal prepared by an appraiser approved by Lender, in form and substance reasonably acceptable to Lender. Each Approved Appraisal shall be prepared in accordance with the standards set forth in Part 323 of the regulations of the Federal Deposit Insurance Corporation adopted pursuant to the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and the Interagency Appraisal and Evaluation Guidelines applicable to Federally Related Transactions, and shall be prepared in response to an engagement letter to be issued by Lender. “Assignee” has the meaning set forth in Section 10.3. “Bank Product” means any of the following products or services extended pursuant to a separate written agreement to Loan Parties or Affiliate of Loan Parties by Lender or any of its Affiliates: (a) Cash Management Services; (b) products under hedging agreements; (c) commercial credit card and merchant card services; and (d) leases and other banking products or services. “Bank Product Debt” means debt, obligations and other liabilities of Loan Parties or Affiliate of Loan Parties with respect to Bank Products. “Borrower” and “Borrowers” has the meaning set forth in the preamble. “Borrower-Agents” means, collectively, Curaleaf FL and Focused Employer, and each, individually, is a “Borrower-Agent”. “Borrowers’ and Guarantors’ Counsel” means, collectively, (i) Gesmer Updegrove LLP, (ii) BTLG, (iii) Frantz Ward LLP, (iv) Greenberg Traurig, P.A., (v) Stikeman Elliot, (vi) Swallow Law Office, (vii) Barrett | Matura, and (viii) Dentons Bingham Greenebaum LLP.

-4- 170746.00003/154854032v.8 “Borrowing Base” means, as of any date of determination, the sum of: (a) an amount equal to the “as is” fair market value of the Mortgaged Properties (exclusive of the value of the Cannabis use of any Mortgaged Property) as set forth in an Approved Appraisal, provided that such amount shall be sufficient to ensure a Loan to Value Ratio with respect to the portion of the Loan advanced under this clause (a) of the Borrowing Base, of equal to or less than eighty percent (80%); plus (b) up to fifty percent (50%) times the unpaid face amount of the Loan Parties’ Eligible Receivables at such time; plus (c) one hundred percent (100%) of Eligible Cash; minus (d) the sum of the Unreimbursed Amounts with respect to Letters of Credit and the un-drawn amount of all issued and outstanding Letters of Credit at such time, minus (e) Required Reserves. “Borrowing Base Certificate” means the certificate in the form of Exhibit A, calculating the Borrowing Base, which (i) details the Eligible Receivables, (ii) reflects all sales, collections, and debit and credit adjustments, as of the last day of the preceding month, (iii) lists the balance(s) as of the last day of the preceding month of all Eligible Cash and the deposit accounts in which such Eligible Cash is held, and (iv) evidences a Loan to Value Ratio with respect to the Loans advanced under clause (a) of the Borrowing Base equal to or less than eighty percent (80%); attached hereto, duly executed and acknowledged by an authorized officer of the Borrowers. “Borrowing Base Cure” has the meaning set forth in Section 2.1.1. “Borrowing Base Cure Period” has the meaning set forth in Section 2.1.1. “Business Day” means any day that banks are open for business in the continental United States, exclusive of weekend days and public holidays under the laws of the United States or The Commonwealth of Massachusetts. “Calculation Date” means (a) the date of delivery of each Request for Advance, (b) the last Business Day of each calendar quarter, commencing on December 31, 2024, or (c) such additional dates as the Lender shall specify. “Cannabis” means: (a) any plant or seed, whether live or dead, from any species or subspecies of genus Cannabis, including Cannabis sativa, Cannabis indica and Cannabis ruderalis, Marijuana (as defined in the Controlled Substances Act of the United States, 21 U.S.C. ⸹⸹ 801 et seq.) and industrial hemp and any part, whether live or dead, of the plant or seed thereof, including any stalk, branch, root, leaf, flower or trichome; (b) any material obtained, extracted, isolated or purified from the plant or seed or the parts contemplated by clause (a) of this definition, including any oil cannabinoid, terpene, genetic material or any combination thereof; (c) any organism engineered to biosynthetically produce the material contemplated by clause (b) of this definition, including any micro-organism engineered for such purpose; (d) any biologically or chemically synthesized version of the material contemplated by clause (b) of this definition or any analog

-5- 170746.00003/154854032v.8 thereof, including any product made by any organism contemplated by clause (c) of this definition; and (e) any other meaning ascribed to the term “cannabis,” “marijuana” or “marihuana” (or any similar term) under Applicable Law. “Cannabis Authorities” means the Florida Office of Medical Marijuana Use, Ohio Department of Commerce, Maryland Cannabis Administration, Utah Department of Health and Human Services, Arizona Department of Health Services, Maine Office of Cannabis Policy, New Jersey Cannabis Regulatory Commission, Pennsylvania Department of Health, Illinois Department of Financial and Professional Regulation, and any other state or municipal authorities having jurisdiction over any Borrower to enforce any Applicable Marijuana Laws. “Capital Expenditures” means, for the applicable period tested, the sum of (a) all expenditures that, in accordance with GAAP, are required to be included in land, property, plant or equipment or similar fixed asset account (whether involving real or personal property) and (b) Capital Lease Obligations incurred during such period. “Capital Lease” means any lease of property, plant, equipment, or intangible asset that, in accordance with GAAP, would be capitalized on a balance sheet; provided, that, for purposes of this Agreement and the other Loan Documents, (i) the determination of whether a lease is required to be classified and accounted for as a capital lease on the balance sheet of any Person shall be made by reference to GAAP prior to the adoption of ASC 842 and any change in GAAP as a result of the adoption of ASC 842 that results in any lease which is, or would be, classified as an operating lease under GAAP prior to the adoption of ASC 842 being classified as a capital lease under revised GAAP shall be disregarded for all purposes in this Agreement and the other Loan Documents, regardless of whether such lease is entered into before or after the effective date of ASC 842, unless otherwise agreed to in writing by Loan Parties and Lender, and (ii) Capital Leases shall not include any real estate lease. “Capital Lease Obligations” means the aggregate capitalized amount of obligations under all Capital Leases. “Cash Equivalents” means: (a) United States or Canadian dollars or, in an amount up to the amount necessary or appropriate to fund local operating expenses, other currencies; (b) securities issued or directly and fully guaranteed or insured by the government of the United States or Canada or any agency or instrumentality thereof (provided that the full faith and credit of the United States or Canada, as the case may be, is pledged in support of such securities), maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition; (c) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any commercial bank organized under the laws of the United States, Canada or any other country that is a member of the Organization for Economic Cooperation and Development;

-6- 170746.00003/154854032v.8 (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper having one of the two highest ratings obtainable from any of (i) Moody’s, (ii) Standard & Poor’s or (iii) DBRS, and in each case maturing within one year after the date of acquisition; (f) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, any province or territory of Canada, or by any political subdivision or other authority thereof, rated at least “A” by Moody’s or Standard & Poor’s or, with respect to any province or territory of Canada, the equivalent thereof by DBRS, and in each case having maturities of not more than one year from the date of acquisition; and (g) money market funds, of which at least a majority of the assets constitute Cash Equivalents of the kinds described in clauses (a) through (f) of this definition. “Cash Management Agreements” shall mean collectively, any agreement entered into from time to time by any Loan Party in connection with Cash Management Services, as the same may be amended, restated, modified, substituted or extended from time to time. “Cash Management Services” services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. It is expressly understood and agreed that Loan Parties shall, at their sole cost and expense, obtain and maintain with Lender any applicable fraud prevention products offered by Lender. “Change of Control” means the occurrence of any of the following events: (a) subject to the Protection Agreement, Parent ceases to, directly or indirectly, own 1,018.98 shares of Class B Non-Voting Common Stock of Curaleaf, Inc., (b) subject to the Protection Agreement, Lifebrook Investments Ltd. ceases to, directly or indirectly, own 1 share of Class A Voting Common Stock of Curaleaf, Inc., (c) Parent ceases to, directly or indirectly, own and control 100% of each class of the outstanding Equity Securities of Focused Employer, Inc., or (d) any other Loan Party ceases to, directly or indirectly, own and control 100% of each class of the outstanding Equity Securities of each of its Subsidiaries. Notwithstanding anything herein to the contrary, a Change of Control shall not occur if a party to the Curaleaf Shareholders Agreement exercises the Conversion Right under Section 7.3, the Call Right under Section 7.4 or the Put Right under Section 7.5 thereunder, provided, that, for the avoidance of doubt, any new or additional Equity Securities of Curaleaf, Inc. held by Parent shall be subject to Lender’s perfected first priority security interest. “Change in Cannabis Law” shall mean any change in Applicable Law, including, without limitation, Applicable Marijuana Laws, or change in the enforcement practices of federal authorities that would (a) make it unlawful for Lender to (i) perform any of its obligations hereunder or under any other Loan Documents, or (ii) to fund or maintain the Loan, or (b) result in the activities conducted by Borrowers necessary to the performance of their business being Restricted Cannabis Activities.

-7- 170746.00003/154854032v.8 “Closing Costs” means all reasonable out-of-pocket costs and expenses associated with entering into the Loan, including, without limitation, the costs of any title examinations, title insurance premiums, recording costs, reasonable legal fees and expenses and appraisal fees. “Closing Date” has the meaning set forth in the preamble. “Collateral” has the meaning set forth in Section 9.5. “Collateral Access Agreement” means an agreement with respect to a Loan Party’s leased location which is used for cultivating cannabis products, or bailee location pursuant to which a lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Property owned by any Loan Party, acknowledges the Liens of Lender and waives any Liens held by such Person on such Property, and, in the case of any such agreement with a lessor, permits Lender reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default, in each case in form and substance reasonably satisfactory to Lender. “Collateral Assignment of Lease” means an agreement with respect to a Loan Party’s leased location pursuant to which a Loan Party assigns to Lender such Loan Party’s rights, title and interest in and to the applicable lease agreement with respect to such location, in form and substance reasonably satisfactory to Lender. “Commitment Fee” means, 2.250% of the difference between the Revolving Loan Commitment and the Original Revolving Loan Commitment, or ONE MILLION THREE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,350,000.00), paid by Borrowers to Lender as provided in Section 2.4. “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit B attached hereto, duly executed and acknowledged by an authorized officer of the Borrowers, and provided in connection with the delivery of the Loan Parties’ financial statements as required by Section 7.2 hereof. “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) with respect to any performance bonds, bonds, bank guaranties issued under bank facilities or otherwise or other similar instruments; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for the obligations of another Person through any agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another Person. The amount of any Contingent Obligation shall be deemed to be the outstanding

-8- 170746.00003/154854032v.8 principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, partnership interests, membership interests or other equity interests, by contract or otherwise. “Controlling” and “Controlled” have meanings analogous thereto. “Control Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to Lender, among the Lender, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account or owning such entitlement or contract, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to Lender. “Curaleaf Shareholders Agreement” means that certain Shareholders Agreement, dated December 8, 2023, by and between Curaleaf, Inc., Parent and Lifebrook Investments Ltd. “Debt Service Covenant” has the meaning set forth in Section 7.17. “Debt Service Coverage Ratio” means, for the applicable period tested, the ratio of (A) (i) EBITDA of the Parent for such period, less (ii) cash Distributions less (iii) increases in loans to holders of Equity Securities in Parent less (iv) decreases in loans from holders of Equity Securities in Parent, in each case, for such period plus or minus (v) extraordinary items of Parent as determined by Lender, divided by (B) scheduled interest payments on Senior Debt for the applicable period tested on a trailing twelve month basis. “Debt Service Shortfall” has the meaning set forth in Section 7.17. “Default Rate” has the meaning set forth in the Note. “De Minimis Accounts” means, collectively, deposit accounts with financial institutions other than the Bank maintained in connection with the opening of a new store if such store cannot be serviced by a Deposit Account; provided, that (x) Lender provides its consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing prior to the opening of any such account, and (y) the balance on deposit in any such account shall not exceed $10,000 per account at any time. “Deposit Accounts” has the meaning set forth in Section 7.13(i). “Disposition” means the sale, lease, transfer, assignment, conveyance or other disposition of Property. “Distributions” means, with respect to any Person, (a) any payment by such Person of any distributions or dividends on any of its Equity Securities, (b) any capital used (or set aside in a fund to be used) by such Person to purchase, redeem, or retire any of its Equity Securities, whether

-9- 170746.00003/154854032v.8 directly or indirectly through a Subsidiary or otherwise, or (c) any payment by such Person which represents a return of capital to the holders of its Equity Securities. “Distribution” has a meaning analogous thereto. “Early Termination Fee” has the meaning set forth in Section 3.3. “EBITDA” means, for the applicable period tested, net income (or, if applicable, net loss), plus in each case, to the extent deducted in the calculation of net income, interest expense, income tax expense, depreciation expense and amortization expense. “Eligible Cash” means as of any date of determination, the amount of unrestricted cash of a Loan Party held in a deposit account either (A) maintained with the Lender, or (B) maintained in the United States in which the Lender has a first priority perfected security interest and which is subject to a Control Agreement, which shall also provide that the Lender shall be entitled to receive reporting from the applicable depositary bank as to the amount of Eligible Cash in such deposit account on any Business Day; provided, that, unrestricted cash shall exclude, without limitation, cash which is the subject of check floats, pending wire transfer instructions and transactions similar to the foregoing; provided, further, that, with respect to the foregoing clause (B), the Loan Parties shall have a period of sixty (60) days following the Closing Date to obtain any such Control Agreement, and during such sixty (60) day period the unrestricted cash in such deposit accounts shall be included in Eligible Cash notwithstanding that such cash is not subject to a Control Agreement. For the avoidance of doubt, on and after the sixtieth (60th) day following the Closing Date, any unrestricted cash in a deposit account not maintained with the Lender that is not subject to a Control Agreement in accordance with the requirements of the foregoing clause (B), shall not qualify as Eligible Cash. “Eligible Receivables” means Accounts Receivable owing to a Loan Party that (i) have been originated in the ordinary course of such Loan Party’s business, (ii) have been earned by performance and represent the bona fide amounts due to such Loan Party from an account debtor, (iii) are acceptable to the Lender in its reasonable discretion, and (iv) which initially and at all times until collected in full: (a) are not more than ninety (90) days from due date; (b) arose in the ordinary course of business from the sale of goods or services on a Loan Party’s customary selling terms; (c) are not owed by an account debtor whose chief executive office and principal place of business is outside the United States of America; (d) are not due from any governmental authority or agency except to the extent that the Loan Parties have complied, to the extent required to do so by the Lender, with any applicable laws and regulations with respect to assignment of such Accounts Receivable; (e) are not owed by an account debtor who is an employee, parent, Subsidiary or Affiliate of a Loan Party, unless the Lender has approved such account debtor in writing;

-10- 170746.00003/154854032v.8 (f) are not evidenced by a promissory note or other instrument; (g) are subject to a perfected first priority security interest in favor of the Lender and are not subject to any other Lien, except Permitted Liens, and no Loan Party will make any further assignment thereof or create any further security interest therein, nor permit any Loan Party’s rights therein to be reached by attachment, levy, garnishment or other judicial process; (h) are a non-contingent obligation that are not subject to a claim or threatened claim of set-off, credit, defense, warranty claim, allowance or adjustment by the account debtor, except normal discount allowed in the ordinary course for prompt payment, and such account debtor has not complained as to its liability thereon, made any claim with respect thereto, nor returned any of the subject goods; (i) did not arise out of any sale or performance of services made on an advanced billing or dating basis, or where goods or services have not yet been rendered to the account debtor (sometimes called memo billings or pre-billings) and are not billings for customer deposits; (j) are owed by an account debtor as to which any Loan Party has received no notice and has no knowledge of bankruptcy, insolvency, or other facts which make collection doubtful, and have not been turned over to a collection agency or attorney to seek collection thereof; (k) are owed by an account debtor which is not located in any state denying creditors access to its courts in the absence of such creditor’s qualification to conduct business as a foreign entity in such state or complying with other filing or reporting requirements, unless the Loan Parties have filed all legally required filings and reports, obtained any necessary authorities or certificates to do business, and paid any applicable taxes and/or fees to the applicable state agency in such state, or is not required to do so; (l) have not been designated by the Lender in its sole discretion (exercised in good faith), based upon the Lender’s customary and reasonable credit practices, as unacceptable for any reason by written notice to the Borrower-Agents (which may include e-mail communications); (m) does not arise out of a progress billing prior to completion of the order therefor; (n) are not receivables with respect to credit card charges submitted by a Loan Party to credit card processors for processing or any amounts owing from credit card processors to a Loan Party; (o) are payable in U.S. Dollars; and (p) do not represent service charges relating to invoicing or past due invoices. In determining Eligible Receivables with respect to any account debtor, if twenty-five percent (25%) or more of Accounts Receivable from such account debtor fail to satisfy clause (a) above, then all otherwise Eligible Receivables from such account debtor shall also be reserved by the Lender until such time as less than twenty-five percent (25%) of all Accounts Receivable due

-11- 170746.00003/154854032v.8 from such account debtor satisfy clause (a) above. Also, in determining Eligible Receivables, accounts payable by a Loan Party to an account debtor and sales rebates owed by a Loan Party to an account debtor shall be netted against Eligible Receivables due from such account debtor if such accounts payable or sale rebates (x) may be set- off pursuant to a written agreement between the Loan Party and the account debtor, or (y) are subject to a claim or threatened claim, and the difference (if positive) shall constitute Eligible Receivables from such account debtor for purposes of determining the Borrowing Base. Further, characterization of any Account Receivable due from an account debtor as an Eligible Receivable shall not be deemed a determination by the Lender as to its actual value and shall not in any way obligate the Lender to accept any Account Receivable subsequently arising from such account debtor to be, or to continue to deem such Account Receivable to be, an Eligible Receivable. The Loan Parties acknowledge that it is the Loan Parties’ responsibility to determine the creditworthiness of account debtors and all risks concerning the same and that collection of Accounts Receivable are with the Loan Parties. Notwithstanding the foregoing, all Accounts Receivable which are not Eligible Receivable shall nevertheless constitute Collateral for the Obligations. “Environmental Indemnity Agreement” means, that certain Amended and Restated Environmental Indemnity Agreement, of even date herewith, by Borrowers and the Guarantors party thereto in favor of Lender, regarding the Mortgaged Properties, as the same may be amended, restated, modified, substituted or extended from time to time. “Environmental Report” and “Environmental Reports” has the meaning set forth in the Environmental Indemnity Agreement. “Equity Securities” means, with respect to any Person, any and all shares, interests, units, participations, rights, or other equivalents (however designated and whether voting and non- voting) in or of, such Person’s capital, whether outstanding on the date hereof or issued after the date hereof, including any and all rights, warrants, debt securities, options or other rights exchangeable for or convertible into any of the foregoing. “Event of Default” has the meaning set forth in Section 9.1. “Event of Loss” means, with respect to any Mortgaged Property, any of the following: (a) any loss, destruction or damage of such Mortgaged Property; or (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Mortgaged Property, or confiscation of such Mortgaged Property or the requisition of the use of such Mortgaged Property or seizure of Mortgaged Property through governmental forfeiture action. “Excluded Accounts” means, collectively, (a) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Loan Parties’ employees, (b) deposit accounts specially and exclusively used for any escrow or other similar fiduciary accounts, (c) the De Minimis Accounts, (d) all deposit accounts listed in Schedule 7.13(v), (e) deposit accounts that must be maintained in a jurisdiction other than Massachusetts to comply with requirements of Applicable Law of such jurisdiction, provided that the balance on

-12- 170746.00003/154854032v.8 deposit in any such account at any time does not exceed the minimum balance (if any) required by such Applicable Law, (f) deposit accounts that, upon the mutual agreement of Lender and Borrower-Agents, are overly burdensome or cumbersome to maintain at the Lender, and (g) deposit accounts maintained in Nevada and Arizona with respect to operations in such states. “Excluded Entities” means all of the entities listed in Schedule 7.24. “Executive Order 13224” means as Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and the Annex thereto, as the same may be from time to time supplemented or amended. “Existing Deposit Accounts” has the meaning set forth in Section 7.13(i). “Existing Letter of Credit” means that certain Irrevocable Standby Letter of Credit No. 592290979, Issued on July 10, 2025 to 601 Edgewater LLC, as beneficiary, for the account of Curaleaf Massachusetts, Inc., in the maximum aggregate amount of SIXTY-FIVE THOUSAND FIVE HUNDRED THREE AND 00/100 DOLLARS ($65,503.00). “Extension” has the meaning set forth in Section 3.7. “Extension Fee” means 2.50% of the aggregate unpaid principal amount of all Revolving Loans outstanding as of the date of the Extension, paid by Borrowers to Lender as provided in Section 3.7. “Extension Maturity Date” means (i) the second anniversary of the Initial Maturity Date, or (ii) such earlier date to which repayment of the Loan is accelerated by Lender pursuant to the terms of any of the Loan Documents. “Extension Notice” has the meaning set forth in Section 3.7. “Extension Option” has the meaning set forth in Section 3.7. “Financial Statements” has the meaning set forth in Section 4.4. “Financing Statements” means, collectively, the UCC-1 Financing Statements, naming each of the Loan Parties, as debtor, and Lender, as secured party, regarding the Loan and filed with the Secretary of State of the State of formation of such Loan Party, as the same may be amended, restated, modified, substituted or extended from time to time. “FL Mortgaged Property” means the land and the improvements thereon located at 18950 SW 192nd Street, Miami, FL 33187, and any other real or personal, tangible or intangible, property more particularly described in the Mortgage executed with respect to such land and improvements. “GAAP” means generally accepted accounting principles in the United States of America, as in effect on the date of the preparation and delivery of the Financial Information and consistently followed, without giving effect to any subsequent changes, other than changes consented to in writing by the Lender.

-13- 170746.00003/154854032v.8 “Governmental Authorities” means all agencies, authorities, bodies, boards, commissions, courts, instrumentalities, legislatures and offices of any nature whatsoever for any government unit, quasi-government or political subdivision, whether federal, state, county, district, municipal, city or otherwise, and whether now or hereafter in existence, including, without limitation, the Cannabis Authorities. “Guaranty” means any guaranty now or hereafter executed by any Guarantor with respect to any portion of the Obligations, including, without limitation, (a) the Amended, Restated and Consolidated Unconditional Guaranty, dated as of the date hereof, by certain of the Guarantors in favor of the Lender, (b) each Limited Guaranty, and (b) any other guaranty executed by Persons guarantying the Obligations hereunder or under any other Loan Document, as each now exist or may hereafter be entered into, amended, amended and restated, modified, supplemented, extended, renewed, or replaced, and collectively, they are referred to herein as the “Guarantees”. “Guarantor” means each Person set forth on Annex A hereto, Parent, and any other Person that now or hereafter guarantees any portion of the Obligations, and collectively, they are referred to herein as the “Guarantors”; provided, that, as used herein, the term “Guarantor” or “Guarantors” shall not include the Limited Guarantors. “Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services (other than current trade payables entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Equity Securities (or any Equity Securities of a direct or indirect parent entity thereof) prior to the date that is 90 days after the final scheduled installment payment date for the date specified in the definition of Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Equity Securities plus accrued and unpaid dividends; (i) all indebtedness referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (j) all Contingent Obligations of such Person. “Indemnified Parties” has the meaning set forth in Section 11.13.

-14- 170746.00003/154854032v.8 “Indenture” means that certain Trust Indenture, dated as of December 15, 2021, between Curaleaf Holdings, Inc., as issuer, and Odyssey Trust Company, 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 may be further amended, supplemented or otherwise modified from time to time in accordance with this Agreement and the Indenture Intercreditor Agreement. “Indenture Documents” means the Indenture and the other “Note Documents” (as defined in the Indenture) and each of the other agreements, documents and instruments providing for or evidencing any Indebtedness under the Indenture or securing same, and any other document or instrument executed or delivered at any time in connection therewith, in each case, as amended, modified or supplemented from time to time in accordance with this Agreement and the Indenture Intercreditor Agreement. “Indenture Indebtedness” means Indebtedness under the Indenture, so long as such Indebtedness is subject to and permitted by the Intercreditor Agreement. “Indenture Intercreditor Agreement” has the meaning set forth in the definition of “Intercreditor Agreement” herein. “Initial Maturity Date” means (i) October 10, 2026; provided, that, if the Loan Parties enter into a Refinanced Indenture, such date shall automatically be amended to be the Refinanced Indenture Maturity Date, or (ii) such earlier date to which repayment of the Loan is accelerated by Lender pursuant to the terms of any of the Loan Documents. “Intercreditor Agreement” means, collectively, (i) that certain Intercreditor Agreement entered into between the Lender and Odyssey Trust Company as Trustee under the Indenture, dated as of the Original Closing Date, and as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and this Agreement (including, without limitation, as amended, amended and restated or otherwise modified in connection with a Refinancing of the Indenture Indebtedness in accordance with and as permitted under Section 6.14(b) hereof (the “Indenture Intercreditor Agreement”)), and (ii) any and all other intercreditor agreements executed by a holder of Subordinated Debt in favor of the Lender from time to time after the Closing Date required in connection with Lender’s approval of such Subordinated Debt, in form and substance and on terms and conditions satisfactory to Lender, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time. "Key Officer” means each of Edward Kremer and Boris Jordan. “Lawsuit” has the meaning set forth in Section 7.25. “L/C Sublimit” means an amount equal to FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000). The L/C Sublimit is part of, and not in addition to, the Revolving Loan Commitment. “Letter of Credit” or “Letters of Credit” has the meaning set forth in Section 2.8.

-15- 170746.00003/154854032v.8 “Lien” means (a) with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge, security interest, adverse claim, defect of title or right of set off in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease, title retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to any asset, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities, (d) any netting arrangement, defeasance arrangement or reciprocal fee arrangement, and (e) any other arrangement having the effect of providing security. “Lender” has the meaning set forth in the preamble. “Limited Guaranty” means collectively, (i) that certain Amended, Restated and Consolidated Limited Guaranty by the Limited Guarantors party thereto, in favor of Lender of even date herewith, (ii) that certain Limited Guaranty by the Parent in favor of Lender dated as of the Original Closing Date, and (iii) any other limited guaranty executed by Persons guarantying the Obligations hereunder or under any other Loan Document, in each case, as the same now exist or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, or replaced. “Limited Guarantors” means, collectively, Cura Partners, Inc., Compass Cultivation Holdings, LLC, CLF AZ, Inc., CLF Maine Inc. and any other Person that now or hereafter executes a Limited Guaranty in favor of Lender, and each individually is a “Limited Guarantor”. "Litigation Excluded Entities” means all of the entities listed in Schedule 7.25. “Loan” and “Loans” individually and collectively refer to the Revolving Loan and Revolving Loans. “Loan Documents” means the following documents and instruments, as the same may be amended, amended and restated, modified, supplemented, substituted or extended from time to time: (a) this Agreement; (b) the Note; (c) the Mortgages; (d) the Assignment of Agreements, Permits and Rights (e) the Security Agreement; (f) the Environmental Indemnity Agreement; (g) the Financing Statements; (h) each Guaranty;

-16- 170746.00003/154854032v.8 (i) the Subordination Agreements; (j) the Indenture Intercreditor Agreement; (k) each Pledge Agreement; (l) any Cash Management Agreements; (m) each Collateral Access Agreement and Collateral Assignment of Lease; (n) the Omnibus Reaffirmation of and Amendment to Loan Documents, by and among the Lender, the Borrowers and the Guarantors, dated as of the Closing Date; (o) any letter of credit agreement or other document, agreement or instrument entered into by the Lender and the applicable Loan Party or in favor the Lender relating to any Letter of Credit; and (p) any and all other agreements, instruments, documents and other writings referred to in this Agreement or now or hereafter executed by or on behalf of any Borrower, any Guarantor or any Limited Guarantor and delivered to, and agreed to by, Lender in connection with the transactions described in this Agreement or contemplated hereby. “Loan Participants” has the meaning set forth in Section 10.2. “Loan Parties” means, collectively, (a) the Borrowers and (b) the Guarantors, and each individually, is a “Loan Party”. “Loan to Value Ratio” means the ratio, expressed as a percentage, obtained by dividing the outstanding principal balance of the Loans advanced under clause (a) of the Borrowing Base by the “as is” fair market value of the Mortgaged Properties (exclusive of the value of the Cannabis use of any Mortgaged Property) as set forth in an Approved Appraisal for each Mortgaged Property. “Marijuana Establishment” shall mean any facility cultivating, producing, manufacturing, distributing or retailing Cannabis for medical and/or adult use in the States of Florida, Maryland, and Ohio or other state in which any Mortgaged Property is located pursuant to the Applicable Marijuana Laws. “Material Adverse Effect” means an effect that results in or causes, or would reasonably be expected to result in or cause, (a) a material adverse change or impairment in any of the condition (financial or otherwise), business, income, assets, operations, or Property of the Loan Parties taken as a whole; (b) a material impairment in the ability of any Loan Party or any other Person (other than the Lender) to perform its obligations under any Loan Document; or (c) a material adverse effect or impairment upon the validity or enforceability of any Loan Document or the rights and remedies of the Lender under any Loan Document.

-17- 170746.00003/154854032v.8 “Material Property Agreement” means all agreements to which any Borrower is a party relating to the use, renovation, operation, development, construction, design or management of the Mortgaged Property (including, without limitation, any management, asset or development management agreements, service agreements and exclusive leasing agreements) that provides for aggregate payments in any calendar year in excess of $25,000 and which is not terminable by a Borrower on thirty (30) or fewer days’ notice from such Borrower. “Maturity Date” means, (i) prior to the exercise of the Extension Option, the Initial Maturity Date, or (ii) in the event that the Extension Option is exercised in accordance with the terms of Section 3.7, the Extension Maturity Date. “Maximum Rate” means, at all times, the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Lender in accordance with applicable Massachusetts law (or applicable United States federal law to the extent that such law permits Lender to charge, contract for, receive or reserve a greater amount of interest than under Massachusetts law). The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of the Loan Documents that constitute interest under Applicable Law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrowers at the time of such change in the Maximum Rate. “Maximum Revolving Credit” means the lesser of (a) the Revolving Loan Commitment and (b) the Borrowing Base then in effect on any Business Day (as reflected in the Borrowing Base Certificate most recently provided to the Lender or any information determined by the Lender in the interim). “MD Mortgaged Property” means, the land and the improvements thereon located at 5300 Taneytown Pike, Taneytown, MD 21787, any other real or personal, tangible or intangible, property more particularly described in the Mortgage executed with respect to each such parcels of land and improvements thereon. “Mortgage” shall mean (i) the Mortgage, Assignment of Leases and Rents, Financing Statement and Security Agreement by Curaleaf FL in favor of the Lender with respect to the FL Mortgaged Property, as amended by that certain First Amendment to Mortgage, Assignment of Leases and Rents, Financing Statement and Security Agreement dated as of the Closing Date, (ii) the Open-End Mortgage, Assignment of Leases and Rents, Financing Statement and Security Agreement by Curaleaf OGT in favor of the Lender with respect to the OH Mortgaged Property, as amended by that certain First Amendment to Open-End Mortgage, Assignment of Leases and Rents, Financing Statement and Security Agreement dated as of the Closing Date, (iii) the Deed of Trust, Assignment of Leases and Rents, Financing Statement and Security Agreement by MD Compassionate Care in favor of the Lender with respect to the MD Mortgaged Property, as amended by that certain First Amendment to Deed of Trust, Assignment of Leases and Rents, Financing Statement and Security dated as of the Closing Date, and (iv) and any other mortgages, security deeds, deeds of trust or similar instruments provided after the date hereof to the Lender to secure the Obligations, in each case, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, and collectively, they are referred to herein as the “Mortgages”.

-18- 170746.00003/154854032v.8 “Mortgaged Property” shall mean each of (i) the FL Mortgaged Property, (ii) the MD Mortgaged Property, (iii) the OH Mortgaged Property, and (iv) any other real or personal, tangible or intangible, property more particularly described in any Mortgage, and collectively, they are referred to herein as the “Mortgaged Properties”. “New Deposit Accounts” has the meaning set forth in Section 7.13(i). “Note” has the meaning set forth in Paragraph B of the Introductory Statements. “Obligations” means collectively, (a) all debts, liabilities and obligations of the Loan Parties to the Lender under this Agreement, the Note, and the other Loan Documents, (b) all Bank Product Debt, and (c) any and all other debts, liabilities and obligations of any Loan Party to the Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, whether or not such obligations are related to the transactions described in this Agreement, by class, or kind, or whether or not contemplated by the parties at the time of the granting of the security interest herein, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, fees, charges, expenses and overdrafts, obligations that may arise out of any Letter of Credit, acceptance or similar instrument or related documents, interest, fees, charges and expenses, and also including, without limitation, all obligations and liabilities which the Lender may incur or become liable for, on account of, or as a result of, any transactions between the Lender and any Loan Party and the interest, fees, expenses and other amounts which accrue after the commencement of any proceeding under the Bankruptcy Code (or other debtor relief law) whether or not such amounts are allowed or allowable in whole or in part in any such proceeding. “OH Mortgaged Property” means, the land and the improvements thereon located at 150 Commerce Boulevard, Johnstown, OH 43031, any other real or personal, tangible or intangible, property more particularly described in the Mortgage executed with respect to each such parcels of land and improvements thereon. “Operating Agreement” means, with respect to each Loan Party, the limited liability operating agreement, bylaws or other similar governing document of such Loan Party, as amended, restated, supplemented or otherwise modified in accordance herewith from time to time. “Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person's business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document. “Original Closing Date” means November 6, 2024. “Original Loan Agreement” has the meaning set forth in Paragraph A of the Preliminary Statements.

-19- 170746.00003/154854032v.8 “Original Obligations” means the “Obligations” as defined in the Original Loan Agreement. “Original Revolving Loan Commitment” has the meaning set forth in Paragraph A of the Preliminary Statements. “Overadvance” has the meaning set forth in Section 2.1.1. “Paid in Full” and “Payment in Full” means that each of the following events has occurred: (a) the payment in full of all outstanding Obligations (other than indemnification obligations not yet accrued and payable and Obligations in respect of Letters of Credit), (b) the cancellation or termination (with the written consent of the beneficiary) and/or cash collateralization (in an amount equal to 105% thereof) of all outstanding Letters of Credit (if any), and (c) the termination of the Lender’s commitments to fund Loans hereunder. “Parent” means Curaleaf Holdings Inc., a corporation incorporated under the Business Corporations Act (British Columbia), and its permitted successors and assigns. “Parent Redomicile” has the meaning set forth in Section 6.9. “Payment Default” has the meaning set forth in Section 9.2. “Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate concession, grant, franchise, variance or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or operations or to which such Person or any of its property or operations is subject, including, without limitation, the Regulatory Licenses and any host community agreements or similar agreements between a Borrower and the applicable Governmental Authority. “Permitted Cannabis Business” means legitimate business activity that is substantially compliant with Applicable Marijuana Laws, but not compliant with U.S. Federal Cannabis Laws. “Permitted Encumbrances” means (a) all of those matters listed on Schedule B-Part I or II of any Title Policy, (b) Liens (other than Liens imposed under any Environmental Laws, as defined in the Environmental Indemnity Agreement) imposed by any Governmental Authority for taxes, assessments or charges so long as the same are not delinquent or are being contested in accordance with the terms set forth in the Mortgage or any of the other Loan Documents, (c) customary equipment leases or financing with respect to equipment permitted pursuant to the Loan Documents, (d) Liens set forth on Schedule 6.3, provided that such Liens shall secure only those obligations which they secure on the Closing Date and shall not subsequently apply to any other property or assets of any Loan Party; (e) judgment Liens in respect of judgments that do not constitute an Event of Default, (f) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the Ordinary Course of Business and securing obligations that are not overdue by more than sixty (60) days or are being contested in good faith by a Loan Party, if a reserve or such other appropriate provisions, if any, as required by GAAP shall have been made in respect thereto, (g) easements, zoning restrictions, rights-of-way

-20- 170746.00003/154854032v.8 and similar encumbrances on real property imposed by law or arising in the Ordinary Course of Business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Loan Parties, (h) rights of setoff or bankers’ Liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the Ordinary Course of Business, (i) Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business, (j) Liens to secure Indebtedness permitted by Sections 6.2(c) of this Agreement, (k) Liens securing hedging obligations incurred in the Ordinary Course of Business and not for speculative purposes, (l) Liens incurred or deposits made in the Ordinary Course of Business in connection with worker’s compensation, unemployment insurance or other social security or similar obligations, (m) Liens arising from precautionary financing statements under the UCC or similar statutes regarding operating leases, sales of receivables or consignments, (n) Liens of franchisors in the Ordinary Course of Business not securing Indebtedness, (o) Liens arising out of the conditional sale, title retention, consignment or similar agreements, (p) non-exclusive licenses of intellectual property rights in the Ordinary Course of Business arrangements for the sale of goods entered into in the Ordinary Course of Business, (q) unless a Lien is otherwise a Permitted Encumbrance, Liens on property of a Person (i) existing at the time of acquisition thereof or (ii) existing at the time such Person is merged or amalgamated with or into or consolidated with a Loan Party; provided that such Liens were in existence prior to, and not in contemplation of, such merger, amalgamation or consolidation, do not extend to any assets other than those of the Person merged or amalgamated into or consolidated with a Loan Party, such Liens are subject to Subordination Agreements or Intercreditor Agreements in favor of Lender, and any such merger, amalgamation or consolidation is permitted under this Agreement, (r) unless a Lien is otherwise a Permitted Encumbrance, Liens on property existing at the time of acquisition thereof by a Loan Party, provided that such Liens (i) were in existence prior to, and not in contemplation of, such acquisition, (ii) do not extend to any property other than the property so acquired by a Loan Party and (iii) are subject to Subordination Agreements or Intercreditor Agreements in favor of Lender, and such acquisition is otherwise permitted hereunder, (t) Liens securing Permitted Refinancing Indebtedness; provided that any such Lien is limited to all or part of the same property or assets that secured (or under the written agreement under which such original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property and assets that are the security for another Permitted Encumbrance hereunder, (u) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that (i) the incurrence of such Indebtedness was not prohibited by this Agreement, (ii) such defeasance or satisfaction and discharge is not prohibited by this Agreement, and (iii) such Liens are subject to Subordination Agreements or Intercreditor Agreements in favor of Lender, (v) Liens given to a public utility of any municipality or governmental or other public authority when required by such utility or authority in connection with the ownership of assets, provided that such Liens do not materially interfere with the use of such assets in the operation of the business of any Loan Party, (w) reservations, limitations, provisos and conditions, if any, expressed in any original grant from the government of Canada of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada, provided they do not materially interfere with the use of such assets, (x) servicing agreements, development agreements, site plan agreements, and other agreements with governmental authorities pertaining to the use or development of assets, provided each is complied

-21- 170746.00003/154854032v.8 with in all material respects and does not materially interfere with the use of such assets in the operation of the business of any Loan Party, (y) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense, (z) Liens contained in purchase and sale agreements to which a Loan Party is the selling party thereto which limit the transfer of assets pending the closing of the transactions contemplated thereby, provided that any such sale is not otherwise not prohibited by this Agreement, (aa) Liens securing any insurance premium financing under customary terms and conditions, provided that no such Lien may extend to or cover any assets or property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (bb) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement with respect to an acquisition to the extent such acquisition is permitted by this Agreement; (cc) Liens in favor of Lender under the Loan documents to secure the Obligations, (dd) Liens granted by Loan Parties under the Indenture or any Refinanced Indenture, provided that such Liens are subject to the Indenture Intercreditor Agreement, (ee) Liens granted by Loan Parties to secure any Permitted Intercompany Indebtedness, provided that such Liens are subordinate to the Obligations pursuant to a Subordination Agreement or Intercreditor Agreement, and (ff) any other encumbrances as are reasonably approved by Lender in writing or otherwise expressly permitted in accordance with the terms of the Mortgages and the other Loan Documents. “Permitted Intercompany Indebtedness” means Indebtedness consisting of intercompany loans and advances made by a Loan Party or any of such Loan Party’s Subsidiaries (in its capacity as the lender of any such intercompany loan or advance, the “Lending Party”) to another Loan Party or any of such Loan Party’s Subsidiaries (in its capacity as the borrower of any such intercompany loan or advance, the “Borrowing Party”); provided, that: (A) each Lending Party and each Borrowing Party shall record all intercompany transactions on its books and records in accordance with GAAP; (B) if such Borrowing Party is a Loan Party, (x) the Loan Parties shall promptly notify Lender of such loan or advance if the Lending Party is a non-Loan Party, and in such case, if requested by Lender, such Lending Party and such Borrowing Party shall enter into a Subordination Agreement or Intercreditor Agreement acknowledging and agreeing that such intercompany loan or advance shall be subordinate to the Obligations and otherwise in form and substance reasonably acceptable to Lender, and (y) the obligations of such Borrowing Party under any such intercompany loans or advances, including without limitation any Liens granted with respect thereto, shall be expressly subordinate to the Obligations; (C) if such Lending Party is a Loan Party and such intercompany loan or advance is secured and/or evidenced by a promissory note or other instrument, the Loan Parties shall promptly notify Lender, and if and to the extent that perfection or priority of Lender’s security interest is dependent on or enhanced by possession, the applicable Loan Party, promptly after request by Lender, shall execute such other documents and instruments as shall be requested by Lender or, if applicable, endorse and deliver physical possession of such promissory note or instrument to Lender, together with such undated powers (or other relevant document of transfer acceptable to Lender) endorsed in blank as shall be requested by Lender, and shall do such other acts or things deemed necessary or desirable by Lender in its reasonable business judgment to protect Lender’s security interest therein or in the collateral for such intercompany loan or advance; (D) at the time any such intercompany loan or advance is made by such Lending Party to such Borrowing Party, and after giving effect thereto, each of the Lending Party and the Borrowing Party shall be Solvent; and (E) no Event of Default exists or would occur and be continuing after giving effect to any such proposed intercompany loan or advance.

-22- 170746.00003/154854032v.8 “Permitted Refinancing Indebtedness” means any Indebtedness of a Loan Party issued (i) in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund for value, in whole or in part, or (ii) constituting an amendment, restatement, modification or supplement to or deferral or renewal of ((i) and (ii) each, a “Refinancing”) any other Indebtedness of a Loan Party (other than intercompany Indebtedness); provided that: (a) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Indebtedness so refinanced (plus all accrued and unpaid interest thereon and the amount of any premium necessary to accomplish such refinancing and fees and expenses incurred in connection therewith); (b) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced; (c) if the Indebtedness being Refinanced is subordinated to the Obligations, such Permitted Refinancing Indebtedness is subordinated to the Obligations on terms at least as favorable to the Lender as those contained in the applicable Subordination Agreement, Intercreditor Agreement, or other documentation governing the Indebtedness being Refinanced; and (d) if the Indebtedness being Refinanced is pari passu in right of payment with the Obligations, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Obligations, as applicable. “Permitted Uses” means with respect to the Mortgaged Properties, cannabis cultivation, manufacturing, distribution, sales and retail operations, provided, in each case, that any such property or use thereof is licensed in accordance with all Applicable Laws, other than U.S. Federal Cannabis Laws, and each individually, is a “Permitted Use”. “Person” means any individual, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, joint stock association, business or other trust, Governmental Authority, joint venture or any other entity or association. “Pledge Agreement” means collectively, (i) that certain Amended, Restated and Consolidated Pledge Agreement by the Limited Guarantors party thereto, in favor of Lender of even date herewith, (ii) that certain Amended, Restated and Consolidated Pledge Agreement by the Loan Parties party thereto, in favor of Lender of even date herewith, and (iii) that certain Pledge Agreement by the Parent in favor of Lender dated as of the Original Closing Date, in each case, as the same now exist or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, or replaced. “Post-Closing Field Exam” has the meaning set forth in Section 7.15(ii). “Post-Closing Field Exam Overadvance” has the meaning set forth in Section 7.15(iii). “Primary Guarantors” means collectively, (i) Palliatech Florida, Inc., (ii) GR Companies, Inc., and (iii) Curaleaf, Inc., and each individually is a “Primary Guarantor”. “Prohibited Person” means a Person: (a) subject to the provisions of Executive Order 13224; (b) owned or controlled by another Person that is subject to the provisions of Executive Order 13224; (c) with whom a Loan Party or any lender is prohibited from dealing by any of the Anti-Terrorism Laws; (d) that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order 13224; (e) that is named as a “specially designated national and

-23- 170746.00003/154854032v.8 blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control at its official website www.treas.gov.ofac or at any replacement website or other replacement publication of such list; or (f) who is an Affiliate of any Person described in clauses (a) through (e) above. “Protection Agreement” means that certain Protection Agreement, dated December 8, 2023, by and between Parent and Curaleaf, Inc. “Property” means any interest in any kind of property or assets, whether real, personal, or mixed, tangible or intangible. “Purchase Money Obligations” means Indebtedness of any Person incurred for the purposes of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of Property used or useful in the business conducted or proposed to be conducted by such Person on the Closing Date and other businesses reasonably related, complimentary or ancillary thereto. “Refinanced Indenture” means any trust indenture, agreement or other document pursuant to which any of the Refinanced Indenture Indebtedness is issued, in accordance with and subject to Section 6.14(b) hereof, as may be further amended, supplemented or otherwise modified from time to time in accordance with this Agreement and the Indenture Intercreditor Agreement. “Refinanced Indenture Documents” means the Refinanced Indenture and each of the other agreements, documents and instruments providing for or evidencing any Refinanced Indenture Indebtedness under the Refinanced Indenture or securing same, and any other document or instrument executed or delivered at any time in connection therewith, in each case, as amended, modified or supplemented from time to time in accordance with this Agreement and the Indenture Intercreditor Agreement. “Refinanced Indenture Indebtedness” has the meaning specified in Section 6.14(b), herein. “Refinanced Indenture Maturity Date” means the earlier of (i) the “Stated Maturity” of the Refinanced Indenture Indebtedness under and as defined in the Refinanced Indenture Documents, and (ii) December 31, 2030. “Refinancing” has the meaning specified in the definition of “Permitted Refinancing Indebtedness”, herein, and “Refinanced” shall have a meaning correlative thereto. “Regulatory Licenses” shall mean Permits issued by the applicable Cannabis Authorities from time to time to any Borrower to operate as a marijuana cultivator, product manufacturer, or retail facility, as applicable, including but not limited to such Regulatory Licenses identified on Schedule A to this Agreement. “Rent(s)” has the meaning set forth in each Mortgage. “Request for Advance” means a notice (together with the applicable required documentation) from a Borrower-Agent to Lender specifying the amount to be advanced by

-24- 170746.00003/154854032v.8 Lender under the Revolving Loan, the form of which is attached hereto as Exhibit C attached hereto. “Required Permits and Approvals” means all building, zoning and other permits, licenses, authorizations, consents and approvals, and all renewals, replacements, amendments and substitutions therefor, required for the use and occupancy of any Mortgaged Property for the applicable Permitted Uses pursuant to all Applicable Laws, including all Applicable Marijuana Laws, which shall include, without limitation, the Regulatory Licenses and all applicable Permits. “Required Reserves” means any reserves as Lender deems necessary in its reasonable discretion to reflect (i) impediments to the Lender’s ability to realize upon any Collateral included in the Borrowing Base, (ii) reflect claims and liabilities that the Lender determines will need to be satisfied in connection with the realization upon such Collateral, or (iii) items or any event, condition or other circumstance that could reasonably be expected to adversely affect any component of the Borrowing Base (including in respect of dilution with respect to the Accounts Receivable), the applicable Collateral or the validity or enforceability of this Agreement or the other Loan Documents or any remedies of the Lender hereunder or thereunder. “Restricted Cannabis Activities” shall mean, any Borrower engaging (in connection with the cultivation, distribution, sale and possession of Cannabis and related products, including in connection with any leasing of the Applicable Mortgaged Property) in any: (a) activity that is not permitted under applicable U.S. Federal Cannabis Law, other than Permitted Cannabis Business; (b) activity for which a United States Attorney prosecutes a Cannabis business operated at any Mortgaged Property in any applicable jurisdiction notwithstanding its compliance with Applicable Marijuana Laws; (c) repeated distribution and sale of Cannabis and related products to minors; (d) payments to criminal enterprises, gangs, cartels and Persons who are in each case either subject to Sanctions or publicly known to be engaging in criminal activity other than Permitted Cannabis Business; (e) non-compliance with Anti-Terrorism Laws; (f) non-compliance with anti-money laundering laws, to the extent such non-compliance results from illegal activity other than Permitted Cannabis Business; (g) use of activities permitted under Applicable Marijuana Laws as a cover or pretext for the illegal trafficking of other controlled substances or other illegal activity; (h) the illegal use or display of firearms, provided that a Borrower and a Borrower’s security services vendors may use or display firearms for any legitimate purpose and in compliance with Applicable Laws, including, without limitation, in connection with security protocols authorized by the OMMU, and used to protect Permitted Cannabis Business; (i) growing Cannabis and related products on public lands (unless permitted under Applicable Marijuana Laws, as applicable); and (j) directly or indirectly aiding, abetting or otherwise knowingly participating in a common enterprise with any Person or Persons in any of the foregoing activities. “Revolving Loan” has the meaning set forth in Section 2.1. “Revolving Loan Commitment” means ONE HUNDRED MILLION AND 00/100 U.S. DOLLARS ($100,000,000.00). “Riviera Creek Transaction” means the loans, grants and pledges of security interests in favor of Curaleaf OGT, options to purchase, management services, consulting services, subordinations and transactions by and between Curaleaf OGT, Inc., Curaleaf, Inc., Riviera Creek

-25- 170746.00003/154854032v.8 Holdings, LLC, RC Retail 1, LLC, RC Retail 2, LLC and RC Retail 3, LLC, set forth and contemplated in the agreements and documents listed in Schedule 1,including without limitation all documents and agreements related to or in support of the agreements and transactions set forth therein (collectively, the “Riviera Creek Transaction Documents”), in each case, as may be amended in accordance with Section 6.1(a)(vi) hereof. “Rock Rose” has the meaning set forth in Section 11.16. “Sanction(s)” shall mean all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority. “Security Agreement” means that certain Amended, Restated and Consolidated Security Agreement by certain of the Loan Parties party thereto in favor of Lender of even date herewith, as the same now exist or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, or replaced. “Security Deposit(s)” has the meaning set forth in each Mortgage. “Senior Debt” means any Indebtedness payable to a commercial bank or other financial institution, including, without limitation, the Obligations. “Special Purpose Entity” means a corporation, limited liability company or limited partnership which at all times complies with the requirements set forth in Exhibit D attached hereto. “Specified Date” has the meaning set forth in Section 11.16. “Specified Overadvance” means an Overadvance occurring during the fiscal quarters ending December 31, 2025 or March 31, 2026 as a result of a reduction in Eligible Cash due to cash payments in respect of taxes or interest thereon then due and owing or interest payments under the Indenture or any Refinanced Indenture then due and owing. “Subordinated Creditor” means any creditor whose debt is subordinate, now or in the future, to that of the Lender. “Subordinated Debt” means (i) Indenture Indebtedness and any Refinanced Indenture Indebtedness, in each case, so long as such Indebtedness is subject to and permitted under the Indenture Intercreditor Agreement, and (ii) any other Indebtedness of any Loan Party, which is approved by Lender and subordinated as to payment and security to the Obligations on terms and conditions acceptable to the Lender, including, without limitation thereof, the Indebtedness owed to each other Subordinated Creditor, and any other loans subject to the Subordination Agreements.

-26- 170746.00003/154854032v.8 “Subordinated Debt Documents” means, collectively all agreements, documents and instruments entered into in connection with Subordinated Debt (excluding Indenture Indebtedness and any Refinanced Indenture Indebtedness). “Subordination Agreements” means, collectively, any and all subordination agreements executed by a holder of Subordinated Debt in favor of the Lender from time to time after the Closing Date required in connection with Lender’s approval of such Subordinated Debt, in form and substance and on terms and conditions satisfactory to Lender, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time. “Subsidiary” means, with respect to any Person: (a) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors, managers or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (b) any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (c) any limited liability company of which such Person is a member or of which 50% or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (d) any corporation, trust, partnership, limited liability company or other entity which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries. “Survey” means an As-Built or ALTA survey of each Mortgaged Property bearing a certificate of a registered land surveyor, showing all plottable improvements, easements, encroachments and rights of way, and otherwise in form and substance reasonably satisfactory to Lender. “Title Company” means Stewart Title Guaranty Company, or such other title insurance company as Lender may reasonably approve. “Title Policy” means each ALTA Lender’s policy of title insurance issued by the Title Company in the aggregate amount of the Loan Commitment (or such other amount as Lender shall approve) and insuring the Mortgages as first and prior Lien and encumbrance upon each Mortgaged Property, subject only to the Permitted Encumbrances. “Unused Fee” has the meaning set forth in Section 2.5. “U.S.” and “United States” shall mean the United States of America. “U.S. Federal Cannabis Law” shall mean U.S. federal laws, statutes, codes, ordinances, decrees, orders, rules and regulations (“Laws”), civil, criminal or otherwise, to the extent that such Law is directly or indirectly related to the cultivation, harvesting, production, manufacturing, processing, extraction, marketing, distribution, trafficking, sale, use or possession of Cannabis or products containing Cannabis, including but not limited to the prohibition on drug trafficking under the Controlled Substances Act (21. U.S.C. ⸹⸹ 801 et seq.), the conspiracy statute under 18 U.S.C. ⸹ 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. ⸹2, the

-27- 170746.00003/154854032v.8 bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. ⸹ 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. ⸹ 3, and federal money laundering statutes under 18 U.S.C. ⸹⸹ 1956, 1957 and 1960. “UCC” means the Uniform Commercial Code as in effect from time to time in The Commonwealth of Massachusetts. “Unreimbursed Amount” means with respect to any drawing under a Letter of Credit that is not paid or reimbursed by the Loan Parties in accordance with Section 2.8, the amount of such unpaid or unreimbursed drawing. “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56, as modified and reauthorized by the USA Patriot Improvement and Reauthorization Act of 2005, H.R. 3199, Public Law 109-177 and the USA Patriot Act Additional Reauthorizing Amendments Act of 2006, S.2271, Public Law 109-178, as the same may be amended from time to time. “Utah Deposit Accounts” has the meaning set forth in Section 7.13(i). 2. TERMS AND CONDITIONS OF THE LOAN 2.1. Revolving Line. 2.1.1. Subject to the terms and conditions of this Agreement (including the conditions precedent set forth in Section 3) and prior to the Maturity Date, the Lender agrees to make loans to the Borrowers in such amounts as requested by a Borrower-Agent (each, a “Revolving Loan”), provided that no Revolving Loan shall be made if the amount of such Revolving Loan, when added to the amount of the Aggregate Revolving Advances, would cause the amount of the Aggregate Revolving Advances to exceed the Maximum Revolving Credit as of that date. The credit facility established under and governed by this Section 2 is a revolving line of credit facility such that, subject to the limitations of this Section 2 and the Borrowers’ compliance with the terms and conditions of this Agreement, the Borrowers may borrow, re-pay, and re-borrow Revolving Loans. Notwithstanding the definition of “Revolving Loan Commitment” set forth in Section 1, nothing contained in this Agreement shall be construed to obligate the Lender to make any Revolving Loan after the Maturity Date or the earlier termination of this Agreement, but the Lender may choose to do so in its sole discretion. Each Borrower agrees that the amount of the Aggregate Revolving Advances outstanding at any one time shall not exceed the Maximum Revolving Credit, and in the event that the Aggregate Revolving Advances exceed such limit (an “Overadvance”), Borrowers will immediately pay the Lender an amount equal to such Overadvance; provided, that, if a Specified Overadvance shall occur during the fiscal quarters ending December 31, 2025 or March 31, 2026, the Borrowers shall have a one- time grace period of not more than sixty (60) days from the date on which the Borrowing Base Certificate for the applicable month during which such Specified Overadvance occurred (the “Applicable Month”) is required to be delivered (as may be extended as specified below, the “Borrowing Base Cure Period”) to cure any such Overadvance by

-28- 170746.00003/154854032v.8 either (i) paying the full amount of the Overadvance, or (ii) otherwise eliminating such Overadvance (by such other means that shall be subject to Lender’s consent, which shall not be unreasonably withheld or delayed), and the Borrowers shall deliver to Lender a Borrowing Base Certificate demonstrating the elimination of such Overadvance (the “Borrowing Base Cure”). Upon the written request of the Borrowers, the Borrowing Base Cure Period may be extended at the sole discretion of the Lender for an additional thirty (30) day period. The Borrower-Agents shall notify Lender in writing of the Borrowers’ intent to exercise the Borrowing Base Cure concurrently with the delivery of the Borrowing Base Certificate for the Applicable Month, and the right to such exercise with respect to the Specified Overadvance shall be deemed waived if such notice is not received by such date. During the Borrowing Base Cure Period no further Loans or Letters of Credit will be permitted without the consent of the Lender. If the Borrowers failure to cure such Specified Overadvance during the Borrowing Base Cure Period, an Event of Default shall be deemed to have occurred on the date the Specified Overadvance first arose, and the Lender shall have all rights and remedies available to it in respect of such Event of Default as provided in this Agreement and the other Loan Documents; however, upon the Borrowers’ satisfaction of the Borrowing Base Cure in accordance with this Section 2.1.1, no Event of Default shall be deemed to have occurred as a result of such Specified Overadvance. 2.1.2. The Borrowing Base is intended solely for monitoring purposes. Lender has the right to establish and readjust from time to time, in its Permitted Discretion, Required Reserves against the Borrowing Base or credit availability under the Revolving Loan (without duplication), which shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrowers under the Revolving Loan pursuant to this Agreement. The making of Revolving Loans, advances, and credits or the issuance of any Letter of Credit by Lender to Borrowers in excess of the above described Borrowing Base formula is for the benefit of Borrowers and does not affect the obligations of Borrowers hereunder; all such loans constitute Obligations and must be repaid by Borrowers in accordance with the terms of this Agreement and the Note. 2.1.3. Notwithstanding anything to the contrary contained herein, at its option, and without limiting any other rights or remedies, Lender may at any time make a Revolving Loan or other advances hereunder to pay or discharge any taxes, liens, rent, security interests or other encumbrances at any time levied against, impacting in any manner or placed on any of the Collateral, and may procure and make a Revolving Loan or other advance hereunder to pay any premiums on any insurance required to be carried by a Borrower, and provide for the maintenance and preservation of any of the Collateral, and otherwise take any action reasonably deemed necessary by Lender to protect its security, and all amounts expended by Lender in connection with any of the foregoing matters, including reasonable attorneys’ fees, shall be considered Obligations of Borrowers and outstanding Revolving Loans (and shall be added to Borrowers’ balance of Revolving Loans pursuant to this Agreement), and shall be secured by the Collateral. 2.2. Note. The Revolving Loan shall be payable with interest thereon as provided in and evidenced by the Note.

-29- 170746.00003/154854032v.8 2.3. Loan Documents. The Loan is made upon and subject to all of the terms and conditions contained in this Agreement, the Note, the Mortgages and in the other Loan Documents. The terms and provisions of all such Loan Documents are hereby incorporated by reference into this Agreement. 2.4. Commitment Fee. The Borrowers agree to pay to Lender, on the date hereof, the full amount of the Commitment Fee. The Commitment Fee is intended to compensate Lender for processing the Borrowers’ application for and processing of the Loan and for Lender’s commitment of funds for the Loan. The Commitment Fee shall be fully earned and non-refundable as of the Closing Date. 2.5. Unused Fee. The Borrowers agree to pay to the Lender, an unused fee (the "Unused Fee"), which shall accrue at a rate equal to one quarter of one percent (0.25%) per annum (on an annualized basis) on the average daily unused amount of the Revolving Loan Commitment during the period from and including the date on which this Loan Agreement becomes effective pursuant to Section 3 to but excluding the date on which such Revolving Loan Commitment terminates. For purposes of computing Unused Fees, the Revolving Loan Commitment shall be deemed to be used to the extent of the aggregate principal amount at such time of the outstanding Revolving Loans. The Unused Fee shall be payable quarterly in arrears on the first day of each calendar quarter (commencing on the first such date occurring after the date hereof) and on the date on which the Revolving Loan Commitment terminates. All Unused Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 2.6. Use of Loan Proceeds. The proceeds of the Loan shall be used solely as provided for in this Agreement. 2.7. Marijuana Laws. The parties hereto hereby acknowledge and agree that the Borrowers are engaged in the regulated Cannabis industry in the Applicable States and the board of directors and officers of the respective Borrowers control the equity, or revenue of, or decisions made by, the Borrowers. All such activities are permitted only pursuant to the Regulatory Licenses. 2.8. Letters of Credit. At the request of the Borrower-Agents and upon the execution of letter of credit documentation satisfactory to the Lender, the Lender may issue letters of credit from time to time for the account of a Loan Party (each a "Letter of Credit", and collectively, “Letters of Credit”) up to the L/C Sublimit (less any already issued and outstanding Letters of Credit) under the Revolving Loan, provided that Aggregate Revolving Advances do not exceed the Maximum Revolving Credit. In the event a Letter of Credit is issued by the Lender, the Unreimbursed Amounts with respect to such Letter of Credit and the un-drawn amount of such Letter of Credit shall constitute outstanding advances for purposes of calculating credit availability under the Revolving Loan. In the event that any Letter of Credit issued by the Lender is drawn upon, in whole or in part, the Borrowers shall immediately pay or reimburse Lender for such amounts so drawn unless otherwise agreed by the Lender in its sole discretion. The Borrowers agree to pay or reimburse, as applicable, the Lender the amount required to pay each draw on any Letter of Credit in immediately available funds on demand or at the Lender’s request in advance. Any and all existing Letters of Credit issued by the Lender at Borrower’s request and

-30- 170746.00003/154854032v.8 currently outstanding, including without limitation, the Existing Letter of Credit, shall constitute a Letter of Credit subject to the Agreement. The Letters of Credit shall be on terms mutually and reasonably acceptable to the Lender and Borrowers, and no Letter of Credit shall have an expiration date later than the sooner to occur of (i) twelve (12) months from the date of issuance of the subject Letter of Credit, or (ii) the Maturity Date. In connection with the issuance of any Letter of Credit, the Loan Parties shall pay to the Lender an annual nonrefundable Letter of Credit renewal fee with respect to each Letter of Credit issued by the Lender hereunder in an amount equal to (i) one percent (1%) per annum, multiplied by (ii) the face amount of such Letter of Credit. Lender shall have the right to effectuate payment of such fees when due by charging a Deposit Account of the applicable Loan Party. In addition, each Loan Party hereby authorizes and directs the Lender, in the Lender’s sole discretion (provided, however, the Lender shall have no obligation to do so) to pay all such fees and costs as the same become due and payable and to treat the same as a Revolving Loan to the Borrowers, which shall be added to the Borrowers’ Aggregate Revolving Advances balance pursuant to this Agreement. Any and all Letter(s) of Credit, and all Obligations of the Loan Parties with respect thereto, shall at all times be secured by all of the Collateral. 3. GENERAL LOAN PROVISIONS. 3.1. Borrowing Procedures. A Borrower-Agent shall give Lender notice of each request for an Advance by means of a Request for Advance containing the information required therein and delivered (by hand or by confirmed electronic transmission) to Lender no later than three (3) Business Days prior to the day on which the Advance is desired to be funded. Advances shall have no minimum amount. Lender shall have no liability to Borrowers for any loss or damage suffered by a Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it electronically and purporting to have been sent to Lender by a Borrower-Agent and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement (including, without limitation, the satisfaction of the conditions precedent for such Revolving Loan set forth in this Section 3), each Advance shall be made available to the Borrowers by depositing the same, in immediately available funds, in an account of a Borrower designated by a Borrower-Agent maintained with Lender at Lender’s office. Each Request for Advance shall be duly certified by an authorized officer of a Borrower-Agent. 3.2. Interest. The unpaid principal amount of the Loan shall bear interest as provided in the Note, provided that in no event shall the rate of interest specified in the Note exceed the Maximum Rate. Principal and accrued and unpaid interest on the Note shall be payable as provided in the Note and on the Maturity Date. 3.3. Termination of Revolving Loan Commitment. The Borrowers may terminate the Revolving Loan Commitment in whole at any time and from time to time prior to the Maturity Date upon not less than five (5) Business Days prior written notice to the Lender, specifying the termination and the intended date of the same. Any termination of the Revolving Loan Commitment in full shall be accompanied by the Payment in Full of all Obligations. In addition, any termination of the Revolving Loan Commitment prior to the Maturity Date (whether

-31- 170746.00003/154854032v.8 voluntarily terminated by Borrowers or terminated by the Lender during the continuance of an Event of Default) shall be accompanied by an early termination fee in the amount of SEVEN HUNDRED AND FIFTY THOUSAND AND 00/100 DOLLARS ($750,000.00) (the “Early Termination Fee”); provided, that notwithstanding anything to the contrary herein, in the event that the Initial Maturity Date is extended beyond October 10, 2026, the Early Termination Fee shall not be due and payable if the Revolving Loan Commitment is terminated within the twelve (12) month period immediately prior to the Maturity Date. 3.4. [Reserved.]. 3.5. Conditions of Lending. 3.5.1. Initial Loans. The willingness of Lender to consider making the initial Loan hereunder shall be subject to the condition precedent that Lender shall have received all of the following, each in form and substance satisfactory to Lender: (a) The Loan Documents, each duly executed by each Borrower and the other Loan Parties party thereto; (b) A pro forma date down endorsement to the Title Policy for each Mortgaged Property containing no additional exceptions from coverage not acceptable to Lender, other than the Permitted Exceptions; (c) A current Survey for each Mortgaged Property; provided, that, the Lender acknowledges that the Survey with respect to each Mortgaged Property delivered to the Lender by the Loan Parties on or before the Original Closing Date satisfies the requirements set forth in this clause (c); (d) A written opinion of Borrowers’ and Guarantors’ Counsel, opining as to (i) the legal existence and due authority of the Loan Parties, (ii) the execution and delivery of the Loan Documents, (iii) the enforceability of the Loan Documents against the Loan Parties; (iv) perfection of Lender’s security interest in the Collateral, and, and (v) such other and further legal matters as Lender may reasonably require; (e) Evidence that applicable Borrower has met the insurance requirements of Lender identified herein, in the Mortgages and in the Security Agreement; (f) Evidence satisfactory to Lender in all respects that the Loan and the transactions contemplated by this Agreement and the other Loan Documents have been duly authorized by all requisite limited liability company, partnership or corporate actions on behalf of the Loan Parties; (g) For each Loan Party (and their respective managers and members which are not individuals): (i) a copy of its Certificate of Organization or Articles of Organization and all amendments to the same duly certified by the Secretary of State of such Person’s state of formation; (ii) certificates of legal existence and good standing duly issued by the Secretary of State of such Person’s state of

-32- 170746.00003/154854032v.8 formation; and (iii) a certificate of its manager or sole member or director or officer, certifying attached copies of (x) its Certificate of Organization or Articles of Organization and all amendments to the same, its Operating Agreement or by-laws or partnership agreements and all amendments to the same, and (y) resolutions of its board of directors, shareholders, manager or sole member authorizing it to take the actions required to effectuate the transactions contemplated by this Agreement and the other Loan Documents; provided that, in lieu of clause (x) such certificate may certify that since the delivery by the applicable Loan Party of a certificate of manager, sole member, director or officer, as applicable, of such Person on the Original Closing Date, there have been no changes to such agreements or documents; (h) An Approved Appraisal which provides for the “as-is” fair market aggregate value of the Mortgaged Properties such that the Loan to Value Ratio with respect to the portion of the Loan advanced under clause (a) of the Borrowing Base is not greater than eighty percent (80%) of the aggregate “as-is” fair market of the Mortgaged Properties, without any value having been provided with respect to the Cannabis use of the Mortgaged Properties; (i) A copy of the Environmental Reports, together with a reliance letter for each Environmental Report running in favor of Lender (if required by Lender), in form and substance acceptable to Lender indicating no presence or threat of release of Hazardous Materials in violation of any Applicable Laws; provided, that, the Lender acknowledges that the Environmental Reports delivered to the Lender by the Loan Parties prior to the Original Closing Date satisfies the requirements set forth in this clause (i); (j) A valuation of the Loan Parties in form and substance satisfactory to the Lender from a third-party acceptable to the Lender who is experienced in valuing cannabis-related businesses; (k) To the extent required by the Lender or Title Company, evidence reasonably satisfactory to Lender that all utility services necessary for the Permitted Uses (including without limitation electric, gas, telephone, water, storm water, and sewer service) are available at the lot line of each Mortgaged Property abutting a public way or by means of easements of record therefor, subject to no superior encumbrances on the servient estate(s); (l) To the extent required by the Lender or Title Company, a municipal lien certificate and water and sewer certificate (or such other evidence of payment satisfactory to Lender in its commercially reasonable judgment, with respect to taxes, water and sewer) for each Mortgaged Property issued by the applicable town or city in which each Mortgaged Property is located, evidencing the amount of real estate taxes and water and sewer payments outstanding as of the date of such municipal lien certificate and water and sewer certificate, respectively;

-33- 170746.00003/154854032v.8 (m) Evidence satisfactory to Lender that (i) there is not pending against any Loan Party, any petition in bankruptcy, whether voluntary or involuntary, an assignment for the benefit of creditors or any other proceeding pursuant to any federal or state bankruptcy insolvency laws, and (ii) there is not pending or, to Borrowers’ knowledge, threatened against any Mortgaged Property or any other collateral for the Loan any condemnation or other action for the taking of any portion thereof; (n) UCC, Bankruptcy, Federal and State Tax and/or Judgment/Litigation Liens searches for the Loan Parties, all in such locations as Lender shall determine to be appropriate showing no Liens affecting any Collateral, except for Permitted Encumbrances; (B) searches evidencing that the Loan Parties are not affected by any state or federal tax Lien, are not the subject of any federal or state judgment, are not involved in any litigation in any federal or state court, and are not the subject to a petition in bankruptcy under the Bankruptcy Code; (o) Copies of the Loan Parties’ financial statements reasonably satisfactory to Lender; (p) Evidence satisfactory to Lender confirming that none of the buildings or other structural improvements located or to be located on any Mortgaged Property is included in a special flood hazard area as designated by the Federal Emergency Management Agency on its Flood Hazard Boundary Map and Flood Insurance Rate Maps, and the Department of Housing and Urban Development, Federal Insurance Administration, Special Flood Hazard Area Maps; (q) W-9 Forms for each Loan Party; (r) Evidence satisfactory to Lender confirming that no loans to equity holders of the Borrowers are outstanding; (s) Evidence that (A) the Borrowers have established with the Lender and funded the New Deposit Accounts, and (B) the Loan Parties have established a Cash Management Services with the Lender with respect to the New Deposit Accounts on terms and conditions acceptable to the Lender; (t) A certificate of a duly authorized officer of a Borrower-Agent, that the Borrowers and the initial Advance contemplated hereby are in full compliance with the terms of Section 3.5.2, together with a completed Borrowing Base Certificate evidencing sufficient availability for the Revolving Loan to be made on the Closing Date, including a Loan to Value Ratio equal to or less than eighty percent (80%); (u) Evidence satisfactory to Lender that the Loan Parties have delivered Collateral Access Agreements and Collateral Assignments of Leases to each landlord or bailee of the real property locations set forth on Exhibit E hereto; (v) A limited scope field exam with respect to the Property and business of the Loan Parties, in form and substance acceptable to Lender;

-34- 170746.00003/154854032v.8 (w) A Reaffirmation and Amendment to Intercreditor Agreement, duly executed by Odyssey Trust Company and each of the Loan Parties party thereto; and (x) Such other items that Lender may reasonably require. 3.5.2 All Loans and Letters of Credit. The agreement of Lender to make any Advance or issue any Letter of Credit requested to be made on any date (including the initial Advance), is subject to the approval of the Lender in its sole discretion and the satisfaction of the following conditions precedent as of the date such Advance is made and requested or such Letter of Credit is requested and issued: (a) the representations and warranties contained in Section 4 hereof are correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case they shall be correct in all respects) on and as of the date of such Loan, as though made on and as of such date, except to the extent that 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; (b) no event has occurred and is continuing, or would result from such Loan which constitutes an Event of Default or which, with notice or the passage of time or both, would constitute an Event of Default; (c) the requested Loans or Letter of Credit shall only be used for the purposes permitted under Section 7.21 and no other purposes; (d) Lender shall have received the most recent financial statements, certificates, reports, notices and other information required to be delivered pursuant to Section 7.2; (e) the Mortgaged Properties and other Collateral remain (i) subject to a perfected first priority security interest in favor of Lender and (ii) operational; and (f) with respect to any Advance, Lender shall have received a Request for Advance in accordance with the requirements hereof, and with respect to the issuance of any Letter of Credit, Lender shall have received executed letter of credit documentation satisfactory to Lender in accordance with Section 2.8. Each request for an Advance or Letter of Credit by Borrowers hereunder shall constitute a representation and warranty by each Borrower as of the date of such request and the making of such Advance or issuance of such Letter of Credit, as applicable, that the conditions contained in this Section 3.5.2 shall have been satisfied. 3.6. Payments by the Borrowers

-35- 170746.00003/154854032v.8 (a) All payments (including prepayments) made by the Borrowers on account of principal, interest, fees and other amounts required hereunder, shall be made without set-off, recoupment, counterclaim, or deduction of any kind, and shall, except as otherwise expressly provided herein, be made to the Lender (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Lender (or such other address as the Lender may from time to time specify in accordance with Section 11.11), and shall be made in Dollars, in cash, no later than 2:00 p.m. (Eastern time) on the date due. Any payment which is received by the Lender later than 2:00 p.m. (Eastern time) may, in the Lender’s discretion, be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) If any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Any payments received by Lender in respect of any Obligations (notwithstanding Sections 3.3 and 3.4, which payments shall be applied as set forth in such Sections 3.3 and 3.4, as applicable) shall be applied to the Obligations as set forth in Section 16 of the Note. (d) Upon the occurrence of the Maturity Date or upon such earlier date as may be required by the Lender after the occurrence and during the continuance of an Event of Default in accordance with Section 9, the Borrowers shall pay to the Lender the entire then unpaid balance of principal, interest, and other charges due under the Note, this Agreement, and the other Loan Documents, including, without limitation all of the Lender’s outstanding costs and expenses required to be paid by the Loan Parties under this Agreement and any other Loan Document. 3.7. Extension Option. (a) Borrowers may by written notice (an “Extension Notice”) to the Lender delivered no later than ninety (90) days prior to the Initial Maturity Date request an extension of the Initial Maturity Date to the Extension Maturity Date (the “Extension Option”). (b) The following shall be conditions precedent to the effectiveness of an extension of the Initial Maturity Date as set forth in this Section 3.7 (the “Extension”): (i) no material Event of Default shall have occurred since the Closing Date, nor shall any material Event of Default have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the Extension shall have been approved by Lender in its sole discretion in accordance with its lending and underwriting policy, which decision shall be made prior to the Initial Maturity Date, and (iii) Borrowers shall have paid to Lender the Extension Fee. For the avoidance of doubt, (y) the terms of the Loan following the Extension thereof shall be substantially identical to the terms set forth herein, and (z) the provisions of this Section 3.7 shall not constitute a “commitment” to extend the Initial Maturity Date. Further, Borrowers shall be responsible for any and all costs and expenses of the Lender incurred in connection with the Extension.

-36- 170746.00003/154854032v.8 3.8. Lender’s Fees and Service Charges. Lender acknowledges and agrees that the fees and services charges (collectively the “Lender’s Fees”) imposed on the Parent, Borrowers, Guarantors and Limited Guarantors under any of the Loan Documents shall be commensurate with the Lender Fees imposed by the Lender on similarly situated and sized customers who maintain similarly-sized credit facilities and levels of deposits with the Lender. 4. REPRESENTATIONS AND WARRANTIES Each Loan Party hereby represents and warrants to Lender that: 4.1. Organization and Existence; Tax Filings and Authority. (i) Curaleaf FL, Curaleaf MD, MD Compassionate Care, Curaleaf Columbia, MI Heath and Curaleaf Cuyahoga are each a limited liability company, duly organized and validly existing under the laws of the State of Florida and Maryland, as applicable; (ii) Curaleaf OGT, Curaleaf Newark and Focused Employer are each corporations duly incorporated and validly existing under the laws of the State of Delaware and Ohio, as applicable; (iii) each Borrower has filed or caused to be filed by all Persons responsible for filing the same on account of the income earned it, all federal and state income and excise tax filings which are due as of the date hereof, and such returns are accurate in all material respects, and all taxes due and payable have been paid and no federal or state tax Liens have been filed or recorded against such Borrower, and, to the Borrowers’ knowledge, no event has occurred which could result in the filing or recording of such a tax Lien; and (iv) each Loan Party has all requisite power and authority and legal right to own and operate its properties, to carry on its operations as conducted and proposed to be conducted. 4.2. Authorization. The execution, delivery and performance by each Loan Party of this Agreement and all of the other Loan Documents to which it is a party, (a) have been duly authorized by all necessary action on the part of such Loan Party and do not contravene any provisions of the organizational documents of such Loan Party, and (b) do not contravene any governmental restriction or contractual restriction binding upon such Loan Party. 4.3. Binding Agreement. This Agreement and all of the other Loan Documents to which each Loan Party is a party constitute legal, valid and binding obligations of such Loan Party, which are enforceable against such Loan Party, in accordance with their respective terms (except in each case as limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at laws), and all representations and warranties contained in the Loan Documents by each Loan Party are true and accurate in all material respects on the date hereof. Neither the execution and delivery of any such Loan Documents by a Loan Party nor compliance with the terms, conditions and provisions thereof by a Loan Party will conflict with or result in a breach of any restriction, agreement or instrument to any Loan Party is now a party or by which any Loan Party is bound, or constitute a default under any of the foregoing, or result in the creation or imposition of any Lien, encumbrance or charge of any nature whatsoever (except only such matters as are created pursuant to the Loan Documents) upon any of the properties or assets of any Loan Party. 4.4. Financial Statements. The Loan Parties have furnished (or caused to be furnished) Lender with current financial statements of the Loan Parties, including without limitation the

-37- 170746.00003/154854032v.8 financial information described in Schedule 4.4 attached hereto (together, the “Financial Statements”). All of the Financial Statements, including in each case any explanatory notes thereto, are fairly presented; have been prepared using the same financial standards consistently maintained and applied throughout the periods covered thereby (except as may be noted therein) (to the extent applicable) and have been presented in the same format as used in the Financial Statements previously delivered; and fairly present in all material respects the financial condition of the Loan Parties, and as applicable, the results of the operations of the Loan Parties, for the respective periods thereof; and there has been no Material Adverse Effect with respect to any Loan Party since the date of the Financial Statements. 4.5. Tax Liabilities; Contingent Obligations. No Loan Party: (a) has any material liability for taxes, material Contingent Obligations or liabilities or long-term commitments which are not shown in the balance sheets included in the Financial Statements or noted therein; and (b) as of the Closing Date, has made or filed (or caused to be made or filed by all Persons responsible for reporting the income of the Loan Parties) all federal and state income and all other tax returns, reports and declarations required by the jurisdiction(s) to which such Loan Party is subject and has paid all taxes on other governmental assessments and charges shown or determined to be done on such returns, reports and declarations. 4.6. Leases. 4.6.1. As of the Closing Date, there are no leases with respect to any Mortgaged Property other than those set forth on Schedule 4.6.1. 4.6.2. With respect to real properties leased by a Borrower or Primary Guarantor, such Borrower or Primary Guarantor has indefeasible title to the leasehold estate with respect thereto, pursuant to valid and enforceable leases, free and clear of all Liens encumbering such Person’s leasehold interest, except minor irregularities in title which do not materially interfere with the occupation, use and enjoyment by such Person of any of its leased properties in the Ordinary Course of Business or do not materially impair the value thereof for such business. Schedule 4.6.2 accurately contains a list of all real properties owned or leased by any Borrower or Primary Guarantor, which schedule includes the municipal address of each such property, the name of the landlord, and the expiration of the lease. No Property of any Loan Party is located at 4301 W. Buckeye Road, Phoenix, AZ 85043. 4.7. Litigation; Outstanding Orders. Other than the litigation matters set forth in Schedule 4.7, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Loan Parties threatened, against any Loan Party or affecting any Mortgaged Property, in any court, before any other tribunal or any federal, state, municipal or other Governmental Authority, which would, if adversely determined, materially and adversely affect in any way (a) the business, properties or condition (financial or otherwise) of any Loan Party, (b) the validity or priority of the Mortgages or other security interests granted to Lender to secure the Loan, (c) the effectiveness of the Obligations, or (d) the ability of any Borrower to operate the Mortgaged Property owned by it, as applicable, as a Marijuana Establishment. No Loan Party is in default with respect to any order of any Governmental Authority. The execution, delivery and performance of this Agreement and each of the Loan Documents by each Loan Party will not

-38- 170746.00003/154854032v.8 constitute a default of, or contravene, any order, writ, injunction, decree, ruling or judgment of any Governmental Authority, other than possible violation of U.S. Federal Cannabis Laws, provided that no Loan Party is aware of any actual investigations, actions or threatened suits or actions under such laws. 4.8. Financially Responsible. Each Loan Party is solvent, is not bankrupt, has not committed any acts of bankruptcy, and there are no outstanding Liens, suits, garnishments, bankruptcies or court actions against any Loan Party which could reasonably be expected to render such Loan Party insolvent or bankrupt. 4.9. Consents. No registration with, consent or approval of, notice to, or other action by, any Governmental Authority is required for any Loan Party’s execution, delivery, or performance of the Loan Documents or the enforceability thereof, or, if so required, such registration has been made, such consent or approval has been obtained, such notice has been given, or such other appropriate action has been taken. 4.10. Prohibitions. No Loan Party is a party to any agreement, contract or undertaking of any kind or nature which prohibits such Loan Party from executing any of the Loan Documents, or from taking any of the actions required thereunder. 4.11. Default. No Borrower or Primary Guarantor is in default (beyond any applicable notice and cure periods) of any loan or other monetary obligation to Lender or to any other Person. 4.12. Information Provided to Lender. All information submitted to Lender by the Loan Parties in connection with the Loan is true and correct in all material respects and does not omit to state any fact that would be necessary to make the information submitted not materially misleading. Each Loan Party acknowledges and agrees that any representations, warranties and covenants made to Lender in any documented instrument delivered in connection with the Loan have been, and shall be deemed to have been, relied upon by Lender and shall survive the closing until the Payment in Full of the Loan regardless of any investigation made by Lender or on its behalf. 4.13. Violations. No Borrower or Primary Guarantor has received a citation for violating, and, to the Borrowers’ knowledge, no Mortgaged Property has been issued a notice of violation of, any Applicable Laws which could reasonably be expected to prevent the use and occupancy of such Mortgaged Property for the applicable Permitted Use. 4.14. Damage. No part of any Mortgaged Property has been damaged by fire or other casualty, and there is no condemnation proceeding pending or, to the Borrowers’ knowledge, contemplated respecting any Mortgaged Property. 4.15. Applicable Laws; Required Permits and Approvals. Each of the Loan Parties is in compliance in all material respects with the requirements of all Applicable Laws. Each Mortgaged Property complies in all material respects with all Applicable Laws. Each of Curaleaf FL, MD Compassionate Care, and Curaleaf OGT has obtained (or has caused to be obtained) all Required Permits and Approvals required for the operation of each Mortgaged Property in conformance with the Permitted Use and all such Required Permits and Approvals are in full force

-39- 170746.00003/154854032v.8 and effect and all appeal periods permitting the challenge of the issuance of such Required Permits and Approvals have expired. 4.16. Insurance. Each Loan Party, as applicable, will keep the Collateral insured with the types of coverage and in the amounts required under the Mortgages. In addition, each Loan Party shall (i) keep all tangible personal property owned by such Loan Party and kept or used for such Loan Party’s business fully insured against damage, casualty, fire, lightning, and extended coverage perils and against such other risks, in an amount equal to the aggregate full insurable value thereof; and (ii) maintain a general liability insurance policy covering injury to person or property on terms and conditions and with insurers reasonably acceptable to the Lender. Each Loan Party shall also maintain such other insurance (including, without limitation, business interruption insurance) in at least such amounts, with at least such limitations on deductibles, with respect to such casualties, liabilities and other risks as are usually insured against in the same general area by prudent companies of similar size engaged in the same or a similar business as such Loan Party, and shall furnish to the Lender, upon written request, full information as to the insurance carried. The Lender shall be named as additional insured and lender loss payable on each policy of property insurance and as additional insured on each policy of liability insurance, business interruption and credit insurance maintained by the Loan Parties. Each Loan Party shall maintain such insurance with responsible and reputable insurance companies or associations licensed to do business in the states or jurisdictions where such Loan Party conducts its business, as applicable, having ratings of “A” or better in “Best’s Insurance Reports” and reasonably satisfactory to the Lender and in such amounts and covering such risks as shall be satisfactory to the Lender from time to time, but in any event in amounts sufficient to prevent any Loan Party from becoming a co-insurer. Each policy of insurance shall provide that the interest of the Lender shall not be affected by any breach or violation by the insured thereunder and shall provide at least thirty (30) days’ written notice to the Lender prior to any cancellations or modifications. If any Loan Party fails to maintain the insurance required hereunder, or if any policy is canceled, reduced, or not required, the Lender may, but shall not be obligated to, obtain such insurance and pay the premiums therefor, and the cost thereof shall constitute a Loan, shall be considered an Obligation, and shall be secured hereby. Each Loan Party hereby appoints the Lender as attorney for such Loan Party in obtaining, adjusting, settling and canceling such insurance and endorsing any drafts. As further assurance for the payment and performance of the Obligations, each Loan Party hereby assigns to the Lender all sums, including returns of unearned premiums, which may become payable under any policy of insurance on the Collateral, and each such Loan Party hereby directs each insurance company issuing any such policy to make payment of such sums directly to the Lender for application by the Lender to the Obligations. The Loan Parties have paid (or have caused to be paid) all premiums due as of the date hereof with respect to such insurance coverage. No Loan Party has received any notices from any insurer or its agents requiring the performance of any work with respect to any Mortgaged Property or threatening to cancel any policy of insurance, and each Mortgaged Property complies, and will comply, with the requirements of all insurance carriers. 4.17. Title. (i) Curaleaf FL is the fee owner and sole holder of the legal and equitable title to the FL Mortgaged Property and related assets located thereon, (ii) Curaleaf OGT is the fee owner and sole holder of the legal and equitable title to the OH Mortgaged Property and related assets located thereon, (iii) MD Compassionate Care is the fee owner and sole holder of the legal and equitable title to the MD Mortgaged Property and related assets located thereon, and (iv) Loan

-40- 170746.00003/154854032v.8 Parties, individually or collectively, are the fee owner and sole holder of the legal and equitable title to and of the other Collateral which is intended to be given as security for the Loan, in each case, subject to no rights of others except for Permitted Encumbrances. No railroad company has held, at any time, a fee, easement, or right of way interest in any portion of any Mortgaged Property. 4.18. No Broker/Finder. No Loan Party has dealt with any broker or finder in connection with procuring the Loan, and each Loan Party shall defend, indemnify and hold Lender harmless from and against any claim by any broker or finder for a commission or other payment owed in connection with the Loan. 4.19. Not a Holding Company. No Loan Party is a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, nor is it an “investment company” or an “affiliated company” or a “principal underwriter” of an “investment company” as such terms are defined in the Investment Company Act of 1940. 4.20. No Margin Stock. No Loan Party owns or has any present intention of acquiring any “margin stock” within the meaning of Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve System (herein called “margin stock”). None of the proceeds of the Loan or any Letter of Credit will be used, directly or indirectly, for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry, any margin stock or for any other purpose which might constitute the transactions contemplated hereby a “purpose credit” within the meaning of said Regulation U, or cause this Agreement to violate Regulation U, Regulation T, Regulation X, or any other regulation of the Board of Governors of the Federal Reserve System or the Securities Exchange Act of 1934, as amended. If requested by Lender, the Loan Parties will promptly furnish Lender with a statement in conformity with the requirements of Federal Reserve Form U-l referred to in said Regulation U. 4.21. ERISA. None of the assets of any Loan Party are assets of a plan currently subject to regulation under the Employee Retirement Income Security Act of 1974. 4.22. Environmental Reports. No Loan Party has any knowledge that any material information contained in the Environmental Reports is inaccurate or misleading. 4.23. Anti-Terrorism Laws. (a) None of any Loan Party, any Person who Controls a Loan Party, or any Person who owns at least a twenty percent (20%) direct or indirect ownership interest in a Loan Party (a “20% Member”), is or will be in violation of any Anti- Terrorism Law. (b) None of any Loan Party, any Person who Controls a Loan Party, or any 20% Member is or will be a Prohibited Person. (c) None of any Loan Party, any Person who Controls a Loan Party, or any 20% Member is or will (i) knowingly conduct any business or engage in any

-41- 170746.00003/154854032v.8 transaction or dealing with any Prohibited Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) intentionally engage in or conspire to engage in any transaction that evades or avoids, or has the purpose or intent of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti- Terrorism Law. (d) Each Loan Party covenants and agrees to deliver to Lender any certification or other evidence requested from time to time by Lender, in its reasonable discretion, confirming the Loan Parties’’ compliance with this Section. (e) Each Loan Party has established reasonable and appropriate policies and procedures designed to prevent and detect money laundering, including processes to meet all applicable anti-money laundering requirements of the USA Patriot Act. 4.24. Marijuana Laws. No Loan Party has suspended operations due to regulatory non- compliance or a violation of Applicable Marijuana Laws. No Loan Party has received, any individual fines or sanctions pursuant to any Applicable Marijuana Laws. The Loan Parties will promptly notify Lender in writing of all written communications to and from applicable Governmental Authorities, including, without limitation, Cannabis Authorities, regarding notice of enforcement proceedings, complaints, results of inspections or otherwise relating to the compliance, non-compliance, or status of any Regulatory License held by any Loan Party. 4.25. Labor Matters. No Loan Party is subject to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other labor disputes involving any Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. 5. INTENTIONALLY DELETED 6. NEGATIVE COVENANTS Without the prior written consent of Lender (acting in its sole discretion unless otherwise specifically provided herein), so long as this Agreement is in effect, each Loan Party agrees as follows: 6.1. Merger, Consolidations, or Acquisitions; Subsidiaries. (a) No Loan Party shall (i) Merge, amalgamate or consolidate with or into any Person, (ii) cause or permit any sale, transfer, change in ownership, or redemption of such Person’s Equity Securities, (iii) acquire all or substantially all of the assets or Equity Securities of any other Person, or (iv) cease to be a Special Purpose Entity; provided, that:

-42- 170746.00003/154854032v.8 (i) without the prior written consent of the Lender, so long as (I) the Lender maintains a perfected first priority security interest in the Collateral, and (II) the Loan Parties use commercially reasonable efforts to provide Lender with at least fourteen (14) days’ advance written notice thereof, but in any event, provide Lender with written notice thereof no later than seven (7) days after consummation of such transaction, (a) any Subsidiary of a Borrower or Primary Guarantor that is a Loan Party may merge into or amalgamate with a Borrower or Primary Guarantor in a transaction in which such Borrower or Primary Guarantor is the surviving Person, (b) any Loan Party (other than a Borrower, Primary Guarantor or Parent) may merge into or amalgamate with any other Loan Party in a transaction in which the surviving entity is a Loan Party, and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with a Loan Party, so long as the Loan Party is the survivor of such merger or amalgamation); (ii) No Borrower or Primary Guarantor may merge into or amalgamate with any other Loan Party in a transaction in which the surviving entity is such other Loan Party without (a) giving Lender at least fourteen (14) days’ advance written notice thereof, and (b) such surviving Loan Party executing and delivering to the Lender a joinder to this Agreement and such other Loan Documents reasonably necessary to join such surviving Loan Party as either a Borrower (if a Borrower merged into and with such Loan Party) or a Primary Guarantor (if a Primary Guarantor merged into and with such Loan Party), in each case, in form and substance satisfactory to Lender, and any such surviving Loan Party taking all actions reasonably required by Lender to maintain Lender’s perfected first priority security interest in the Collateral; (iii) notwithstanding anything to the contrary in this Agreement, without prior notice to or written consent from the Lender, the Parent (but not any other Loan Party) shall be permitted to issue, sell, transfer and redeem Equity Securities in the Parent or issue Indebtedness instruments in which Parent is the obligor, provided that such issuance, sale, transfer or redemption of Equity Securities and/or issuance of Indebtedness instrument does not impair or otherwise affect the Lender’s first priority security interest in the Collateral; (iv) notwithstanding anything to the contrary in this Agreement, without prior written consent from the Lender, a Loan Party (other than Parent) may acquire the Property (other than Equity Securities, which are subject to Section 6.1(b) below) of another Person that is not a Loan Party, provided that (a) such Loan Party utilizes its own capital or assets to do so, (b) the acquired Property is owned by the Loan Party and subject to Lender’s first priority security interest, and (c) the Loan Parties provide Lender with at least fourteen (14) days’ advance written notice thereof and execute and deliver to Lender any such Loan Documents reasonably requested by Lender to grant and perfect a first priority Lien in favor of Lender on such Property, in each case, in form and substance satisfactory to Lender; and (v) notwithstanding anything to the contrary in this Agreement, a Loan Party (other than Parent) may acquire the Property (other than Equity Securities,

-43- 170746.00003/154854032v.8 which are subject to Section 6.1(b) below) of another Person that is not a Loan Party, by incurring Indebtedness to finance such transaction, so long as (a) Lender shall have provided its prior written consent to such transaction, (b) any such Indebtedness is Subordinate Debt and subject to Subordination Agreements and Intercreditor Agreements in favor of Lender, (c) the acquired Property is owned by the Loan Party and subject to Lender’s first priority security interest, and (d) the Loan Parties execute and deliver to Lender any such Loan Documents reasonably requested by Lender to grant and perfect a first priority Lien in favor of Lender on such Property, in each case, in form and substance satisfactory to Lender. (vi) notwithstanding anything to the contrary in this Agreement, Curaleaf OGT and Curaleaf, Inc. may enter into the Riviera Creek Transaction Documents and consummate the Riviera Creek Transaction, so long as (i) Curaleaf OGT and Curaleaf promptly furnish to Lender a true, complete, and accurate copy of any amendments or modifications to the Riviera Creek Transaction Documents effected after the Closing Date; (ii) Lender shall have provided its prior written consent to any amendments or modifications to the Riviera Creek Transaction Documents which have or would reasonably be expected to increase the amount of the loans made by Curaleaf OGT or Curaleaf, Inc. thereunder, or have a Material Adverse Effect on (x) the Loan Parties’ ability to perform and/or pay their obligations (including the Obligations) in the Ordinary Course of Business as they become due, or (y) the Collateral or Lender’s security interest in the Collateral, (iii) promptly following the execution of the Riviera Creek Transaction Documents by the parties thereto, Curaleaf OGT and Curaleaf, Inc. shall execute and deliver collateral assignments of the Riviera Creek Transaction Documents in favor of Lender and such other documents and instruments as shall be reasonably requested by Lender, and deliver physical possession of each promissory note or instrument to Lender, together with relevant documents of transfer as shall be reasonably requested by Lender, and shall do such other acts or things reasonably deemed necessary or desirable by Lender in its reasonable business judgment to protect Lender’s security interest therein, and (iv) within fourteen (14) days prior to the closing of each of the loan and purchase transactions contemplated by the Riviera Creek Transaction, Curaleaf OGT and Curaleaf, Inc. shall notify the Lender in writing thereof. (b) No Loan Party (other than Parent) shall own or create, directly or indirectly, any new Subsidiary without (a) giving Lender at least fourteen (14) days’ advance written notice thereof reasonably describing therein the nature of such new Subsidiary, (b) upon the request of Lender, the Loan Parties and any such new Subsidiary taking all actions reasonably required by Lender to pledge the equity of such new Subsidiary to Lender under the Pledge Agreement or any other Loan Document (as applicable), (c) upon the request of Lender, such new Subsidiary executing and delivering to the Lender a joinder to this Agreement, the Guaranty, and Security Agreement and such other Loan Documents reasonably necessary to join such new Subsidiary as a Loan Party to the Loan Documents and grant and perfect a first priority Lien in favor of Lender on the Property of such new Subsidiary, in each case, in form and substance satisfactory to Lender, and (d) paying any and all reasonable fees and costs of Lender (including, without limitation,

-44- 170746.00003/154854032v.8 reasonable attorneys’ fees and costs) in connection therewith. If delivery of any new or additional Collateral is required pursuant to the immediately preceding sentence, the Loan Parties shall, at all times prior to such delivery, hold all such Collateral separate and apart from its other property and in express trust for Lender. Without the prior notice to or written consent from the Lender, the Parent may own or create, directly or indirectly, any new Subsidiary in accordance with the agreements, terms and conditions under the Indenture as in effect as of the Closing Date (or any analogous provisions under any Refinanced Indenture; provided, that, such provisions are not less restrictive than those in the Indenture as in effect as of the Closing Date) and otherwise in accordance with the terms and conditions hereof. 6.2. Other Indebtedness. No Borrower or Guarantor (other than Parent) shall incur, create, issue, assume, guarantee, modify, amend, restructure, pay, pre-pay, or permit to exist any Indebtedness for borrowed money or for the purchase of property or assets except for: (a) the Obligations; (b) Indebtedness existing on the Closing Date and set forth in Schedule 6.2; (c) Capital Lease Obligations, Purchase Money Obligations or other Indebtedness, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Borrowers or any Primary Guarantor, including all Permitted Refinancing Indebtedness that is incurred to refund, refinance or replace any Indebtedness that is incurred pursuant to this clause (c), in an aggregate principal amount at any time outstanding not to exceed FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00); (d) current trade payables extended to a Loan Party (other than Parent) on customary terms and incurred in the Ordinary Course of Business; (e) Indebtedness owed to any person providing workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the Ordinary Course of Business; (f) Endorsements for collection or deposit in the Ordinary Course of Business; (g) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the title insurance policies; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of a Loan Party, which obligations are not prohibited hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (i) Subordinated Debt; (j) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the Ordinary Course of Business and guarantees of payment; provided that, upon

-45- 170746.00003/154854032v.8 the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or incurrence; (k) any indemnification obligation, adjustment of purchase price or similar obligation incurred in connection with the consummation of one or more acquisitions permitted by the terms hereof; (l) Indebtedness representing deferred compensation to directors, officers, members of management or employees (in their capacities as such) of any Borrower or Primary Guarantor and incurred in the Ordinary Course of Business; (m) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement under Sections 6.2(b), 6.2(c), or 6.2(j) hereof; (n) Indebtedness under one or more commercial credit facilities with commercial banks, providing for revolving credit loans (excluding the Obligations), in an aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of any Loan Party thereunder) that, at the time of and after giving effect to the incurrence of such Indebtedness and all other incurrences of Indebtedness made under this clause (n) since the Original Closing Date and which remain outstanding, does not exceed ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00); provided that (i) any such Indebtedness under this clause (n) shall be subject to a Subordination Agreement, (ii) no Event of Default exists or would occur and be continuing after giving effect to any such Indebtedness, and (iii) the interest rate applicable to such revolving credit loans shall be lower than the interest rate applicable to the Obligations, as may be amended, restated, modified, renewed, refinanced or replaced in whole or in part from time to time; (o) Permitted Intercompany Indebtedness; and (p) unsecured Indebtedness for borrowed money or for the purchase of property or assets, if at the time such Indebtedness is incurred (i) no Event of Default exists or would occur and be continuing after giving effect to any such Indebtedness, (ii) no Default or Event of Default (each as defined in the Indenture) under Section 6.10(a) and (b) of the Indenture (or any analogous provisions under any Refinanced Indenture; provided, that, such provisions are not less restrictive than those in the Indenture as in effect as of the Closing Date), exists or would occur and be continuing under the Indenture after giving effect to any such Indebtedness, (iii) the Loan Party borrowing funds is solvent, and (iv) all assets purchased are subject to and encumbered by the Lender’s security interest. 6.3. Liens, Security Interests, Etc. No Loan Party shall pledge, mortgage or otherwise encumber or subject to, or permit to exist upon or be subject to, any Lien on any Mortgaged Property or the ownership interests in any Loan Party or any Property at any time owned by any Loan Party or acquire or agree to acquire any Property subject to any Lien, in each case, except for Permitted Encumbrances.

-46- 170746.00003/154854032v.8 6.4. Loans; Investments. No Borrower or Primary Guarantor shall make any loan or advance to any Person or make any investment in any Person (including, without limitation, the Borrowers’ or Primary Guarantors’ officers, equity holders, shareholders, Subsidiaries, or Affiliates), except for (i) endorsement of negotiable instruments for deposit or collection in the Ordinary Course of Business, (ii) customary advances for reimbursable employee business expenses in the Ordinary Course of Business, (iii) any investments in a Subsidiary of a Borrower or Primary Guarantor as of the Closing Date or any new Subsidiary of a Borrower or Primary Guarantor created or acquired by a Borrower or Primary Guarantor in accordance with Section 6.1 hereof, (iv) advances to customers or suppliers in the Ordinary Course of Business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the statement of financial position of a Borrower or Primary Guarantor and endorsements for collection or deposit arising in the Ordinary Course of Business, (v) advances, deposits and prepayments for purchases of any assets used in the business of the Borrowers or Primary Guarantors, (vi) those loans, advances and investments existing as of the Closing Date and set forth on Schedule 6.4, (vii) payroll, travel and similar advances to officers or employees of a Borrower or Primary Guarantor to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the Ordinary Course of Business and consistent with past practice; (viii) investments in Cash Equivalents, (ix) any Investments in negotiable instruments deposited or to be deposited for collection in the Ordinary Course of Business; (x) loans or advances to officers and employees of any Borrower or Primary Guarantor made in the Ordinary Course of Business, which, in the aggregate outstanding amount, do not at any time exceed TWENTY-FIVE MILLION AND 00/100 DOLLARS ($25,000,000), (xi) Permitted Intercompany Indebtedness, and (xii) other investments having an aggregate fair market value (measured on the date each such investment was made and without giving effect to subsequent changes value), when taken together with all other investments made pursuant to this clause (xii) since the Original Closing Date, not to exceed FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00). Notwithstanding anything herein to the contrary but subject to final sentence of Section 6.1(b), Parent may make any unsecured loan, investment or advance to any of Parent’s Subsidiaries or Affiliates, or any Person, without notifying the Lender or obtaining the Lender’s prior written consent. 6.5. Other Lines of Business. No Borrower or Primary Guarantor shall engage in any business other than the business of developing, constructing, managing, operating and/or owning (directly or indirectly) the Mortgaged Properties for the Permitted Uses. 6.6. Transfers; Dispositions. No Loan Party shall cause or permit the Disposition of any ownership interest in (A) any Mortgaged Property, or (B) any Property of a Loan Party (including cash and Cash Equivalents), other than (i) sales of its inventory in the Ordinary Course of Business to third parties, (ii) the disposition or transfer to a third party of equipment that is no longer used or useful, obsolete, damaged, uneconomic, or worn-out in the Ordinary Course of Business pursuant to a program for the maintenance or upgrading of such equipment, (iii) sales of its Property (other than Equity Securities or Collateral) having a fair market value of less than FORTY MILLION AND 00/100 DOLLARS ($40,000,000.00) in any fiscal year, (iv) Dispositions (including without limitation surrenders and waivers) of accounts or notes receivable or other contract rights in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business, (v) the trade or exchange by any Loan Party to a third party of any asset (other than cash or Cash Equivalents) for any other asset or assets that is used or useable in

-47- 170746.00003/154854032v.8 its business; provided, however, that the fair market value of the asset or assets received by such Loan party in such trade or exchange is at least equal to the fair market value (as determined in good faith by the Board of Directors or an executive officer of the applicable Loan Party) of the asset or assets disposed of by such Loan Party pursuant to such trade or exchange, (vi) leases, subleases and licenses in the Ordinary Course of Business to third parties otherwise in accordance with this Agreement, (vii) issuance of Equity Securities to the Parent or any Subsidiary of the Parent (so long as such Equity Securities are subject to a Pledge Agreement in favor of Lender), (viii) a surrender or waiver of contract rights in the Ordinary Course of Business, (ix) sales or dispositions in respect of which a Loan Party is required to pay proceeds thereof to a third party pursuant to the terms of agreements or arrangements in existence as of the Closing Date and disclosed to Lender, (x) issuances of Equity Securities by Parent, (xi) upon thirty (30) days’ advance written notice to Lender and delivery to Lender of any amendments to this Agreement, the Guaranty, Security Agreement or such other Loan Documents reasonably requested by Lender to maintain or perfect Lender’s security interest in the Collateral, in each case, in form and substance satisfactory to Lender, Dispositions of any tangible personal property of a Loan Party to another Loan Party (other than Parent), (xii) mergers, amalgamations, consolidations and transfers permitted under Section 6.1 hereof, (xiii) dispositions of cash and Cash Equivalents solely among Loan Parties in the ordinary course of business, and (xiv) sales of any Mortgaged Property or other real property of a Loan Party to a third party, so long as (A) Lender has consented in writing to such Disposition in its sole discretion, (B) no Event of Default has occurred and is continuing or would result therefrom, (C) if such real property is included in the Borrowing Base, the Lender shall have received an updated Borrowing Base Certificate reflecting the Disposition of such real property and a Loan to Value Ratio (immediately after giving effect to the Disposition) with respect to the Loans advanced under clause (a) of the Borrowing Base of not greater than eighty percent (80%), and if after giving effect to such Disposition the Aggregate Revolving Advances exceed the Maximum Revolving Credit, the Borrowers shall comply with the mandatory prepayment provisions of Section 2.1.1 hereof, and (D) the Loan Parties shall have satisfied such other conditions as Lender may require. Notwithstanding anything herein to the contrary, subject to Sections 6.6(i) through (xiii), neither the Borrowers nor any Guarantor set forth on Annex A shall cause or permit the Disposition of any Mortgaged Property or other Property of such Person to any other Person who is not (I) a Borrower or Guarantor set forth on Annex A, or (II) a Subsidiary of a Loan Party created for the purpose of acquiring equity or assets of a third party so long as such Subsidiary executed and delivered to the Lender a joinder to this Agreement, the Guaranty, and Security Agreement and such other Loan Documents necessary to join such Subsidiary as a Loan Party to the Loan Documents and grant and perfect a first priority Lien in favor of Lender on the Property of such Subsidiary, in each case, in form and substance satisfactory to Lender. 6.7. Leases; Material Property Agreements; Etc. No Loan Party shall (i) execute, amend, restate, modify, release or terminate any lease of any real property location set forth on Exhibit E hereto or any lease of any Mortgaged Property if such lease, amendment, restatement, modification, release or termination (x) materially increases the Loan Party’s financial obligations under such lease, or (y) is in violation of the Mortgages (in the case of a lease of Mortgaged Property), or (ii) execute, amend, restate, modify, release or terminate in any material respects any Material Property Agreements, if such agreement, amendment, restatement, modification, release or termination materially increases the Loan Party’s financial obligations under such Material Property Agreement, or (iii) subject to Sections 6.13(c) and 6.14 hereof,

-48- 170746.00003/154854032v.8 execute, amend, restate, modify, release or terminate any terms or conditions relating to Subordinated Debt, in each case, without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed. 6.8. Permitted Encumbrances; Required Permits and Approvals. No Borrower or Primary Guarantor shall without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed, (a) execute, amend, restate, modify or terminate any Permitted Encumbrances (excluding the any lease of any Mortgaged Property, which are covered in Section 6.7 hereof), or (b) execute, amend, restate, modify or terminate, any Required Permits and Approvals, except with respect to the foregoing clauses (a) and (b), in the Ordinary Course of Business and subject to any express limitations on the same set forth in this Agreement or any of the other Loan Documents or any lease of any Mortgaged Property. 6.9. Change of Location or Organization. No Loan Party shall, except upon thirty (30) days’ prior written notice to Lender and delivery to Lender of all additional financing statements and other documents reasonably requested by Lender as to the validity, perfection and priority of the security interests provided for in the Loan Documents (i) change its name, or (ii) change its type of organization, jurisdiction of organization, or other legal structure; provided, that, in the event of a change of the jurisdiction of incorporation of the Parent from British Columbia, Canada to a jurisdiction within the United States (the “Parent Redomicile”), such notice period shall be fourteen (14) days. Without the prior written consent of the Lender, which shall not be unreasonably withheld, conditioned or delayed, in each instance, no Loan Party shall and shall not permit any other Loan Party to modify or amend its charter and governing organizational documents, including any articles of organization or bylaws in any way which could reasonably be expected to materially adversely affect the interests of Lender; provided, that, modifications of the Parent’s charter or other governing organizational documents necessary to effectuate the Parent Redomicile shall not require the consent of the Lender. The Loan Parties shall provide to the Lender a copy of any amendments to the Certificate of Formation, Certificate of Organization, Operating Agreement, Limited Liability Company Agreement or analogous organizational document of any Loan Party, regardless of whether any such amendments shall be considered materially adverse to the interests of Lender. 6.10. Transactions with Affiliates. Except for those transactions described on Schedule 6.10 attached hereto existing as of the date hereof, without the prior written consent of the Lender which shall not be unreasonably withheld, conditioned or delayed, no Borrower or Primary Guarantor shall enter into any material business transaction with any officer, owner of its Equity Securities, employee, Subsidiary, or Affiliate of any Borrower or Primary Guarantor on terms any less favorable than those which might be obtained at the time from unrelated Persons. 6.11. No Attachments. No Loan Party shall suffer any attachment, whether by trustee process or otherwise, to any Mortgaged Property or any interest therein or any other amounts given as security for the Loan to the extent such attachment would constitute an Event of Default hereunder. 6.12. Uses. No Borrower or Primary Guarantor shall permit the use of any Mortgaged Property for any purpose other than the Permitted Uses or engage in any Restricted Cannabis Activities.

-49- 170746.00003/154854032v.8 6.13. Distributions; Payments of Subordinated Debt. (a) No Borrower or Primary Guarantor shall make any Distributions, except that (i) the Borrowers and Primary Guarantors may make Distributions to their respective equity holders or members (including, without limitation, Parent) for such equity holders or members to pay their tax liabilities in respect of income earned by such Borrower or Primary Guarantor as may be permitted by the Operating Agreement of such Borrower or Primary Guarantor, and (ii) so long as (x) no Default or Event of Default is continuing and (y) immediately prior to and immediately after giving effect to the related payment, the Loan Parties are in compliance with Section 7.17 of this Agreement, the Borrower or Primary Guarantor may make other Distributions to their respective members. (b) Without the prior written consent of the Lender, no Borrower or Primary Guarantor shall pay any management, consulting, advisory or similar fees to any management or advisory Person, any of the Borrowers’ or Primary Guarantors’ equity holders or any of their respective Affiliates, other than payments of management, consulting, advisory or similar fees on arms-length terms to (x) any third-party management or advisory Person, or (y) any of the board members, officers, directors and equity security holders of the Borrowers, Primary Guarantors or any Affiliates of a Borrower or Primary Guarantor that have been approved by the audit committee of the Parent’s board of directors; provided that the aggregate amount of all such payments described in the foregoing clauses (x) and (y) shall not exceed TWO MILLION AND 00/100 DOLLARS ($2,000,000.00) in any fiscal year. (c) Without the prior written consent of the Lender, no Borrower or Primary Guarantor shall make, nor permit any of its Subsidiaries or any other Affiliates to make, any payments in respect of Subordinated Debt, except that so long as no Default or Event of Default is continuing or would occur and be continuing after giving effect to any such payment, the Borrowers and Primary Guarantors, and any Subsidiary or other Affiliate of the Borrowers or Primary Guarantors may make such payments of Subordinated Debt to the extent the same (i) are permitted pursuant to the terms of the applicable Subordination Agreement, or (ii) are prepayments of some or all of the Subordinated Debt, so long as (x) any such prepayment does not adversely affect the Borrowers’ or Primary Guarantors’ ability to perform and/or pay their obligations (including the Obligations) in the Ordinary Course of Business as they become due or the Lender’s security interest in the Collateral, and (y) the Borrowers and Primary Guarantors, individually and as a whole, are solvent following such prepayment. Notwithstanding anything herein to the contrary, (i) subject in each case to the Indenture Intercreditor Agreement, the Borrowers and Primary Guarantors may make and are permitted to make payments of Indenture Indebtedness due under the Indenture and Indenture Documents or any Refinanced Indenture Indebtedness due under any Refinanced Indenture and Refinanced Indenture Documents, (ii) the Borrowers and Primary Guarantors may make and are permitted to make payments of Indenture Indebtedness as permitted by Section 7.21. The Borrowers and Primary Guarantors acknowledge and agree that (i) this Section 6.13(c) is a material term of this Agreement and a material inducement to Lender to make the Loans contemplated hereby, and in the event of a breach of this Section 6.13(c), Lender may exercise any and all remedies available under the Loan Documents or at law or in equity. 6.14. Amendments of Subordinated Debt Documents and Indenture.

-50- 170746.00003/154854032v.8 (a) No Borrower or Primary Guarantor shall, and no Borrower or Primary Guarantor shall permit any of its Subsidiaries or any other Affiliates to, amend, modify or alter, or permit to be amended, modified or altered, any of the Subordinated Debt Documents, or enter into any new document or agreement with respect thereto (including without limitation any side letter) without the prior written consent of Lender; provided, that the Borrowers or Primary Guarantors may amend, modify or restructure the amount paid, term or payment, interests, fees and costs paid under any Subordinated Debt Documents, so long as (x) any such amendment, modification or restructuring does not adversely affect the Borrowers’ or Primary Guarantors’ ability to perform and/or pay their obligations (including the Obligations) in the Ordinary Course of Business as they become due or the Lender’s security interest in the Collateral, and (y) the Borrowers and Primary Guarantors, individually and as a whole, are solvent following after giving effect to any such amendment, modification or restructuring. (b) Without the prior written consent of the Senior Lender, no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries or any other Affiliates to amend, replace, refinance, refund, restructure, amend, supplement, extend, or otherwise modify the Indenture Documents in any manner that: (i) amends or modifies the Indenture (including, without limitation, Section 6.10 thereof) in a manner to increase the maximum principal amount of Indebtedness that may be issued under the Indenture as in effect on the Closing Date; (ii) increases the cash pay rate of interest under the Indenture Documents in effect as of the date hereof (excluding (A) any increased rate of interest chargeable following the occurrence of an event of default under the Indenture in effect on the date hereof, provided that such default rate is not more than 400 basis points more than the applicable non- default rate and (B) fees, costs and expenses in consideration of any amendment, consent, waiver or forbearance (to the extent customary and not in excess of generally prevailing market rates at such time for transactions under similar circumstances)); (iii)amends or modifies the maturity date under the Indenture or any note issued thereunder to a date that is before the Maturity Date; (iv) accelerates the amortization or maturity date of any payments of principal or other amounts under the Indenture or any note issued thereunder other than acceleration based on a default or event of default or redemption event; (v) changes any other repayment provisions related to the payment of principal or interest, other than changes that extend or relax payment terms; (vi) reduces or eliminates the capacity to incur Indebtedness constituting Obligations to an amount less than $200,000,000 or in any way modifies or amends Section 6.10(b)(i) of the Indenture as in effect on the Closing Date; or (vii) changes any covenants, defaults or events of default in any manner that makes them more restrictive as to any Loan Party except so as to preserve, on substantially similar economic terms, the differential that exists on the date hereof between such covenants or Events

-51- 170746.00003/154854032v.8 of Default in this Agreement, and such covenants, defaults or events of default in the Indenture. As of the date hereof, the Lender (A) understands that during the term of this Agreement the Loan Parties intend to consummate a Refinancing of the Indenture Indebtedness as in effect on the Closing Date, and (B) acknowledges that such Refinancing of the Indenture Indebtedness shall be permitted hereunder, so long as (x) such Indenture Indebtedness is Refinanced on substantially similar terms to the Indenture Indebtedness as in effect on the Closing Date, and is not modified in a manner described in any of the foregoing clauses (i) through (vii), except for (I) the term of the Refinanced Indenture Indebtedness, (II) the interest rate of the Refinanced Indenture Indebtedness, or (III) terms and provisions related to fees in the Refinanced Indenture Indebtedness, , which in the case of each of the foregoing clauses (I) through (III) are consented to by the Lender (such consent not to be unreasonably withheld, conditioned or delayed), (y) after giving effect to the Refinancing of such Indenture Indebtedness, no Event of Default shall have occurred and be continuing or would occur as a result thereof, and (z) such Indenture Indebtedness, after giving effect to such Refinancing, is subordinated to the Obligations pursuant to terms substantially similar to those in the Indenture Intercreditor Agreement as in effect on the Closing Date (such Indenture Indebtedness, after giving effect to a Refinancing in accordance with and as permitted under this Section 6.14(b), the “Refinanced Indenture Indebtedness”). Following any such Refinancing of the Indenture Indebtedness in accordance with and as permitted under this Section 6.14(b), this Section 6.14(b) shall apply, mutatis mutandis, to any such Refinanced Indenture Indebtedness, Refinanced Indenture and Refinanced Indenture Documents in the same manner as they apply to the Indenture Indebtedness, Indenture and Indenture Documents, respectively. 7. AFFIRMATIVE COVENANTS So long as this Agreement is in effect, each Loan Party hereby agrees as follows: 7.1. Performance of Obligations. Each Loan Party will duly and punctually make or cause to be made all payments due to Lender pursuant to this Agreement and the other Loan Documents to which such Loan Party is a party. Each Loan Party will duly and punctually perform or cause to be performed all other obligations of Loan Parties to Lender provided in this Agreement and the other Loan Documents to which a Loan Party is a party. 7.2. Financial Statements. The Loan Parties will (a) maintain their books and records in an accurate, up-to-date and standardized fashion; and (b) provide Lender with the following: (i) within forty-five (45) days following the close of each fiscal quarter, and each year end, management-prepared consolidated financial statements of the Loan Parties reasonably acceptable to Lender (it being acknowledged and agreed that the management- prepared financial of the Loan Parties delivered to the TSX Venture Exchange for such fiscal quarter shall be acceptable to Lender) and certified by the Borrowers’ chief financial officer, or officer of similar position, reasonably acceptable to Lender, consisting of balance sheet and statements of changes in financial position and of earnings, as well as operating statements, prepared in reasonable detail and in substantially the same form as such financial statements previously delivered (including, the Financial Statements) and

-52- 170746.00003/154854032v.8 presented on a comparative basis to the previous fiscal quarter, such statements to be certified as accurate in all material respects and complete by Borrowers; and promptly provide Lender with copies of any new lease of any Mortgaged Property and any modifications or amendments to any such leases; and (ii) within one hundred twenty (120) days following the close of each fiscal year, annual audited consolidated financial statements of the Loan Parties, prepared by a certified public accountant reasonably acceptable to Lender, consisting of a balance sheet and statements of changes in financial position and of earnings as well as operating statements, prepared in reasonable detail and in substantially the same form as the financial statements for the Loan Parties previously delivered to Lender (including, the Financial Statements) and presented on a comparative basis to the previous fiscal year, such statements to be certified as accurate in all material respects and complete by the Borrowers; and (iii) within one hundred twenty (120) days following the close of each fiscal year, copies of (A) federal income tax returns for the Loan Parties and (B) any and all requests for extensions for the filing of such tax returns; provided, that, if any Loan Party shall have filed an extension for filing any such tax returns, such tax returns shall be provided to Lender within ten (10) days after the latest extended filing date allowed under applicable U.S. federal IRS requirements; (iv) together with each delivery of the financial statements required under clause (i) above, a Compliance Certificate; (v) within fifteen (15) days following the close of each calendar month, a Borrowing Base Certificate calculating the Borrowing Base, which (i) details the Eligible Receivables, (ii) reflects all sales, collections, and debit and credit adjustments, as of the last day of the preceding month, (iii) details of the balance(s) as of the last day of the preceding month of all Eligible Cash and the deposit accounts in which such Eligible Cash is held, and (iv) evidences a Loan to Value Ratio with respect to the Loans advanced under clause (a) of the Borrowing Base equal to or less than eighty percent (80%); (vi) together with each delivery of a Borrowing Base Certificate required under clause (v) above, a list of all deposit accounts of the Loan Parties, including the name of the depositary institution, the type of account, the account name and number, the balance in such account as of the last day of the preceding month, and whether the cash in such deposit account is Eligible Cash; and (vii) within thirty (30) days of Lender’s request therefor, such other financial information regarding the Loan Parties, and any collateral for the Loan, including, without limitation, the Mortgaged Properties, as Lender may reasonably request from time to time and as may be in the Loan Parties’ possession. 7.3. Maintenance of Existence; Operation of Business. Each Loan Party will (a) (i) keep in full force and effect its legal existence, (ii) maintain its status as a Special Purpose Entity, and (iii) comply in all material respects with all Applicable Laws, including, without limitation, all

-53- 170746.00003/154854032v.8 Applicable Marijuana Laws (and excluding any U.S. Federal Cannabis Laws); (b) continue to conduct and operate its business substantially as now conducted, actively and in good faith; (c) maintain in good standing all licenses, Permits, authorizations, registrations and other approvals necessary or convenient for its business, including, without limitation, the Regulatory Licenses, and (d) preserve, maintain and protect its rights in all material respects and keep its properties and assets in substantially good repair, working order and condition and make (or cause to be made) all necessary and proper repairs, renewals, replacements, additions and improvements thereto. 7.4. Further Assurances. Each Loan Party will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, and furnish to Lender, such further agreements, documents or statements, and do or cause to be done such other acts, as Lender may reasonably request, to effect, confirm and secure to Lender all rights and advantages intended by this Agreement and the other Loan Documents. 7.5. Notice of Certain Events. The Loan Parties will, promptly upon becoming aware of (a) the existence of any Event of Default, or (b) the commencement of any suits or proceedings which, if adversely determined as to any Loan Party, could reasonably be expected to have a Material Adverse Effect, or (c) any other event or condition which could reasonably be expected to have a Material Adverse Effect, give written notice to Lender specifying the nature and duration thereof and the action proposed to be taken with respect thereto; but the giving of such notice by the Loan Parties shall not affect the rights of Lender hereunder with respect thereto. The Loan Parties will promptly notify Lender in writing of all material written communications to and from applicable Governmental Authorities, including, without limitation, Cannabis Authorities, received by any Loan Party regarding notice of enforcement proceedings, complaints, results of inspections or otherwise relating to the compliance, non-compliance, or status of any Regulatory License held by a Loan Party. 7.6. Lender’s Costs and Expenses. The Borrowers shall promptly (and in any event, within ten (10) Business Days after demand therefor) pay: (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable costs and expenses incurred by, or on behalf of, the Lender (including reasonable attorneys’ fees, consultants’ fees and engineering fees, travel costs and miscellaneous expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Loan Documents, and any and all consents, waivers or other documents or instruments relating thereto, (2) the filing, recording, re-filing and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or re-filed or re-recorded by the terms of any Loan Document, (3) the borrowings hereunder and other action reasonably required in the course of administration hereof, and (4) monitoring or confirming (or preparation or negotiation of any document related to) the Loan Parties’ compliance with any covenants or conditions contained in this Agreement or the other Loan Documents, and (iii) all reasonable costs and expenses incurred by or on behalf of the Lender (including without limitation reasonable attorneys’ fees, consultants’ fees and accounting fees) in connection with the preservation of any rights under the Loan Documents or the defense or enforcement of any of the Loan Documents (including this section), any attempt to cure any breach thereunder by a Loan Party, any actions taken to obtain or enforce payment of any Accounts Receivable either as against the account debtor, any Loan Party, or the defense of the

-54- 170746.00003/154854032v.8 Lender’s exercise of its rights thereunder. In addition to the foregoing, until payment in full in cash of the Obligations and the termination of the Loan Commitment, the Borrowers will also pay or reimburse the Lender for all reasonable costs and expenses of the Lender or its agents or employees in connection with the continuing administration of the Loan and the related due diligence of the Lender, including reasonable fees and expenses of the Lender’s outside counsel and consultants engaged in connection with the Loan Documents. 7.7. Changes in Exhibits and Schedules. The Borrowers will promptly notify Lender in writing of any material changes in or additions to the information set forth in the Exhibits and Schedules to this Agreement. 7.8. Taxes. The Loan Parties shall pay and discharge all taxes imposed upon it, upon its income or profits, or upon any Property belonging to any of them, prior to the date on which penalties or interest would attach thereto, and all lawful claims which, if unpaid, might become a Lien upon any property of any Loan Party; provided that no Loan Party shall be required to pay any such tax which is being contested in good faith and by proper proceedings which serve as a matter of law to stay the enforcement of any remedy of the taxing authority or claimant and as to which the Loan Parties shall have set aside on their books adequate reserves and notified the Lender in writing of such contest. Without limiting any other rights or remedies, the Lender may at any time pay or discharge any taxes at any time levied against, or placed on, any of the Collateral, and all amounts expended by the Lender in connection therewith, including reasonable attorneys’ fees, shall be considered Obligations. 7.9. Leases. The Loan Parties will not enter into any lease of any Mortgaged Property or renew, modify, release or terminate an existing any lease of any Mortgaged Property or any lease of the real property locations set forth on Exhibit E hereto, in any manner that is materially adverse to Lender, without Lender’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and the Loan Parties shall provide Lender with a duly-executed copy of any such lease promptly following the execution of the same. The Borrowers shall not terminate any lease of any Mortgaged Property to the extent that such termination does not comply with all Applicable Laws. 7.10. Material Property Agreements. The Borrowers shall (a) provide Lender with copies of all Material Property Agreements (including all amendments or modifications thereto) requiring Lender’s prior approval prior to the execution of same, (b) provide Lender with executed copies of all Material Property Agreements (including those not requiring Lender’s prior approval) within the time periods provided therefor in the Assignment of Agreements, respectively, and (c) comply (and use all commercially reasonable efforts to cause the other parties thereto to comply) with the terms and conditions set forth in each of the Material Property Agreements in all material respects. 7.11. Principal Place of Business. The Loan Parties shall maintain their principal place of business at the location set forth opposite such Loan Parties’ name on Schedule B to the Security Agreement, unless and until such time as the Loan Parties shall provide thirty (30) days’ prior written notice of a change in its principal place of business to Lender, and if applicable, a written supplement to Schedule B to the Security Agreement.

-55- 170746.00003/154854032v.8 7.12. Insurance Premiums. The Loan Parties shall pay (or cause to be paid) all premiums due on any insurance coverage required pursuant to any Mortgage and/or the Security Agreement, as applicable, in a timely manner after a Loan Party’s receipt of invoices but not later than one (1) business day prior to the due date for the same and provide evidence of the reissuance of all insurance policies as provided in any Mortgage. 7.13. Operating Account. (i) Until the Obligations are Paid in Full, (A) all deposit accounts of the Loan Parties maintained with the Lender as of the Closing Date (the “Existing Deposit Accounts”) shall remain open, and (B) all Cash Management Services among Lender and the Loan Parties in effect as of the Closing Date shall remain in full force and effect. In addition, the Loan Parties shall open and maintain with Lender on an exclusive basis at all times until the Obligations are Paid in Full, operating accounts necessary for their business in the United States, including for the maintenance of all operating, collection, disbursement, reserve and other deposit accounts but excluding the Excluded Accounts (the “New Deposit Accounts”, together with the Existing Deposit Accounts, collectively, the “Deposit Accounts”) and for all Cash Management Services. The New Deposit Accounts shall include all deposit accounts maintained with respect to operations in Utah (the “Utah Deposit Accounts”). The Lender acknowledges that the fees in respect of Cash Management Services for the Utah Deposit Accounts shall be equal to or less than the fees currently charged to the Loan Parties under their existing depository relationships for such accounts. The Loan Parties shall, prior to the occurrence of an Event of Default, have access to the Deposit Accounts. Upon the occurrence of an Event of Default (until such time, if any, that such Event of Default is waived), Lender is authorized to apply any funds in the Deposit Account to the reduce the outstanding balance of the Loan and other costs, fees and expenses due Lender in connection therewith. The Loan Parties shall cause all payments with respect to accounts receivable and all other proceeds of the Collateral to be promptly deposited into the Deposit Accounts and shall use the Deposit Accounts as the Loan Parties’ exclusive business deposit accounts. (ii) As security for the payment and performance of the Obligations, the Loan Parties hereby grant to the Lender a lien, security interest and a right of setoff upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Lender or any entity under the control of the Lender, or in transit to any of them. At any time during the continuation of an Event of Default, without demand or notice, the Lender may set off the same or any part thereof and apply the same to any liability or obligation of the Loan Parties to the Lender even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE LOAN PARTIES ARE HEREBY KNOWINGLY,

-56- 170746.00003/154854032v.8 VOLUNTARILY AND IRREVOCABLY WAIVED. The Lender shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to any such security or guarantee in any particular order, and each Loan Party waives, to the fullest extent that it lawfully can, (A) any right it might have to require the Lender to pursue any particular remedy before proceeding against it and (B) any right to the benefit of, or to direct the application of the proceeds of any Collateral until the Obligations are paid in full in cash. Lender agrees to notify the Borrower-Agents promptly after any such setoff and application, provided, that the failure to give such notice shall not affect the validity of such setoff and application. (iii) The Loan Parties shall maintain a cash balance of at least $15,000,000 in the aggregate in the Deposit Accounts at all times. In addition, the Loan Parties shall not fund any of the repayments of Indebtedness or other disbursements to be made on the Closing Date with any funds in a Deposit Account. (iv) Notwithstanding anything herein to the contrary, the Loan Parties may maintain the Excluded Deposit Accounts, which shall remain open during the term of this Agreement. Promptly, but in any event within ninety (90) days of receipt of consent from the applicable Cannabis Authorities in Utah as may be required under Applicable Law (in the case of the New Deposit Accounts relating to operations in Utah), the Loan Parties will close any and all deposit accounts relating to operations in Utah that are maintained with a depository bank other than Lender and open with the Lender the Utah Deposit Accounts. 7.14. Bank Accounts. In addition to and without limitation of the Inspection Rights set forth in Section 11.10, Loan Parties agree to provide Lender, at all times during this Agreement, to the extent permitted under U.S. Federal Cannabis Law and Applicable Marijuana Laws, to the extent applicable, with sufficient real-time access to view the activity in (i) all commercial transaction accounts of Loan Parties, including, without limitation the Deposit Account(s), the Excluded Deposit Account(s), and all deposit and securities accounts, and (ii) such other accounts and data as Lender deems necessary and appropriate, for the purpose of monitoring the business activities and financing of the Loan Parties. 7.15. Third Party Field Exam. (i) Lender shall have the right, at the Borrowers’ sole cost, to engage a third party to complete a field examination with respect to the Collateral and all books and records pertaining thereto at reasonable times and upon reasonable prior notice from the Lender at reasonable intervals to be determined by the Lender and without hindrance or delay (except in the case of an emergency or during the existence and continuance of an Event of Default, in which case no prior notice shall be required). Each field examination shall be at the expense of the Borrowers; provided that, unless there exists an Event of Default, the Borrowers shall not be obligated to pay for more than one (1) such field examination in any twelve (12) month period.

-57- 170746.00003/154854032v.8 (ii) In addition to the foregoing, the Loan Parties acknowledge and agree that within ninety (90) days of the Closing Date, the Lender will complete a full scope field examination in accordance with the Lender’s credit policy standards, which shall include an exam and testing of Accounts Receivables, accounts payables, historical financial results, inventory, cash, taxes and insurance (the “Post-Closing Field Exam”) the results of which shall be satisfactory to Lender. The Post-Closing Field Examination shall be conducted by an examiner selected by the Lender and shall be at the expense of the Borrowers. (iii) If the results of the Post-Closing Field Exam or any other field exam are unsatisfactory to Lender in its sole discretion (exercised in good faith), the Lender may deem certain Collateral ineligible and exclude such Collateral from the Borrowing Base. Thereafter, the Lender shall recalculate the Borrowing Base to take into account the exclusion of any Collateral from the Borrowing Base. If the foregoing recalculation of the Borrowing Base based on the results of the Post- Closing Field Exam results in an Overadvance (a “Post-Closing Field Exam Overadvance”), Lender will notify Borrower-Agents of the same, and the Borrowers shall pay the Lender an amount equal to such Overadvance in accordance with Section 2.1.1, provided that the Borrowers shall have thirty (30) days from receipt of such notice from Lender to repay such Post-Closing Field Exam Overadvance. For the avoidance of doubt, (i) the foregoing thirty (30) day cure period is a one-time grace period relating solely to a Post-Closing Field Exam Overadvance, and (ii) Borrowing Base Cure shall not apply to any Overadvance resulting from the recalculation of the Borrowing Base in accordance with this Section 7.15(iii). 7.16. Cash Management Services. In connection with Cash Management Services to be provided by Lender, if the Loan Parties terminate all Cash Management Services prior to the Maturity Date, the Loan Parties shall pay to Lender a one-time exit fee equal to TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,000) (the “CMS Termination Fee”). If, following termination of all Cash Management Service, the Lender reestablishes one or more Cash Management Services for any Loan Party, the Loan Parties shall have no obligation to pay another CMS Termination Fee. 7.17. Debt Service Covenant. On each Calculation Date, as applicable, the Debt Service Coverage Ratio shall not be less than (A) on a pre-Distribution basis, 2.50:1.0 for the trailing twelve month period ending on such Calculation Date, and (ii) on a post-Distribution basis, 1.50:1.0 for the trailing twelve month period ending on such Calculation Date (the “Debt Service Covenant”). If such Debt Service Covenant shall not be satisfied on any such Calculation Date, then Borrowers shall either (a) pay down the Loan by an amount sufficient to satisfy the Debt Service Covenant (the “Debt Service Shortfall”), or (b) deposit with Lender cash in an amount, or cash collateral with a value that, if the same (when combined with any other cash or cash collateral previously deposited with Lender for the same purpose) were used to pay down the outstanding principal balance of the Loan, would satisfy the applicable Debt Service Covenant (“Debt Service Covenant Collateral”). The Borrowers hereby pledge the Debt Service Covenant Collateral deposited with Lender pursuant to the preceding sentence as additional collateral for

-58- 170746.00003/154854032v.8 the Loan. It shall be an Event of Default if the Borrowers fail either to pay down the Loan by the amount of the Debt Service Shortfall or deposit cash or cash collateral in the amount or value of the Debt Service Shortfall within thirty (30) days after notice from Lender to a Borrower-Agent specifying the amount of the Debt Service Shortfall. If on any Calculation Date, the Lender is holding any Debt Service Covenant Collateral, and the Debt Service Covenant is satisfied, then Lender shall release the Debt Service Covenant Collateral to a Borrower-Agent. At the Maturity Date, all amounts held as Debt Service Covenant Collateral shall be used by Lender to reduce the principal balance of the Loan, or if requested by Borrowers upon full repayment of the Loan, returned to a Borrower-Agent. 7.18. Loan to Value Ratio; Compliance with Borrowing Base. At all times, and tested on a monthly basis commencing as of November 2025 for the period ending October 31, 2025, as determined by the Lender with reference to the most recent Borrowing Base Certificate delivered by the Borrowers, the Borrowers will maintain a Loan to Value Ratio of not greater than eighty percent (80%). In addition, at all times, but subject to the Borrowing Base Cure as set forth in Section 2.1.1, the Borrowers shall not permit the Aggregate Revolving Advances outstanding at any time to be greater than then current calculation of the Maximum Revolving Credit. 7.19. Additional Dispensaries. In the event that any Loan proceeds are used to build-out additional dispensaries (other than that located at the Mortgaged Properties), the Borrowers shall grant Lender a security interest in such equipment and improvements financed with such proceeds. In connection therewith, the Loan Parties shall cause to be delivered to the Lender such agreements, assignments, or other documents as the Lender reasonably requires with respect thereto, in each case, in form and substance satisfactory to Lender. 7.20. Appraisals. Each Borrower agrees that it shall be responsible for payment to Lender within ten (10) Business Days after written demand from Lender for the same, for the reasonable out-of-pocket costs and expenses incurred by Lender in obtaining any update to an Approved Appraisal; provided, however, that so long as there does not exist an Event of Default, the Borrowers shall only be responsible for payment for such an update once annually. 7.21. Use of Proceeds. The proceeds of the Loan and each Letter of Credit will be used solely to fund (i) working capital support for the Borrowers’ business activities, (ii) purchase Indenture Indebtedness existing as of the Closing Date, including without limitation making tender offers, open market purchases, negotiated transactions, private agreements or otherwise redeem or repurchase up to SIXTY MILLION and 00/100 DOLLARS ($60,000,000.00) of Indenture Indebtedness and/or consummate a Refinancing of the Indenture Indebtedness in accordance with and as permitted under Section 6.14(b), (iii) payoff certain other Indebtedness existing as of the Closing Date, (iv) one or more Letters of Credit issued by the Lender, (v) acquisitions of assets and/or new Subsidiaries or Affiliates to the extent permitted hereby, and (vi) other general corporate purposes to the extent such are not prohibited hereby, including, a portion of the costs and expenses to be incurred by Borrowers in connection with the closing of the Loan, including, without limitation, the Closing Costs. No part of the proceeds of any Advance or any Letter of Credit shall be used (a) to fund Distributions to equity holders or shareholders of the Borrowers, (b) to fund losses of the Borrowers, or (c) to finance international investments, fund advances to foreign Subsidiaries, fund loans to foreign Subsidiaries, or acquire companies or assets located outside of the United States.

-59- 170746.00003/154854032v.8 7.22. Post-Closing Covenant; Collateral Access Agreements, etc. The Loan Parties shall use commercially feasible efforts to obtain fully executed Collateral Access Agreements and Collateral Assignments of Leases with respect to each of the real property locations of the Loan Parties set forth on Exhibit E hereto within (90) days following the Closing Date. 7.23. Real Property Matters. If any Loan Party acquires, owns or holds a fee interest in any real property with a value greater than THREE MILLION AND 00/100 DOLLARS ($3,000,000.00) that is not covered by a Mortgage, the Borrower-Agents will promptly notify the Lender in writing, identifying the property in question and referring specifically to the rights of the Lender under this Section 7.23. The Loan Parties will, within sixty (60) days following such acquisition, grant to the Lender a Lien on such real property pursuant to the terms of such security agreements, assignments, Mortgages, joinder to any existing Loan Document or such other documents as the Lender requires with respect to such real property, in each case, in form and substance reasonably satisfactory to Lender (collectively, the “Additional Security Documents”). Furthermore, unless waived by the Lender, the Loan Parties shall cause to be delivered to the Lender such opinions of local counsel, corporate resolutions, perfection certificates, Collateral Access Agreement, and Collateral Assignment of Lease with respect to any such real property, and items and documents of the type referred to in Section 3.5.1 relating to Mortgaged Property (including, without limitation, Sections 3.5.1(b), (c), (e), (h), (i), (k), (l), (m), and (p)) and other related documents as may be requested by the Lender, in connection with the execution, delivery and recording of any such Additional Security Document, as applicable, all of which documents shall be in form and substance satisfactory to the Lender. For the avoidance of doubt, prior to inclusion of any acquired real property in the Borrowing Base, the Lender shall have received (i) counterparts of a Mortgage with respect to such real property duly executed and delivered by the record owner of such Mortgaged Property, (ii) all applicable Additional Security Documents, and (iii) an updated Borrowing Base Certificate reflecting the acquisition of such real property and a Loan to Value Ratio (immediately after giving effect to such acquisition) with respect to the Loans advanced under clause (a) of the Borrowing Base of not greater than eighty percent (80%). In the event that the value of any such acquired real property is less than THREE MILLION AND 00/100 DOLLARS ($3,000,000.00), the Loan Parties hereby agree that until the Payment in Full of the Obligations, they shall not pledge, mortgage or otherwise encumber or subject to, or permit to exist upon or become subject to, any Lien on such acquired real property without the prior written consent of Lender (not to be unreasonably withheld), and the Loan Parties shall deliver to Lender any negative pledge or similar documents as may be reasonably requested by the Lender to further evidence the foregoing. 7.24. Excluded Entities. If, within sixty (60) days of the Closing Date, any Excluded Entity has not dissolved, such Excluded Entity shall execute and deliver to the Lender a joinder to this Agreement, the Guaranty, and Security Agreement and such other Loan Documents reasonably necessary to join such Excluded Entity as a Loan Party to the Loan Documents and grant and perfect first priority Lien in favor of Lender on the Property of such Excluded Entity, in each case, in form and substance satisfactory to Lender. 7.25. Litigation Excluded Entities. The Litigation Excluded Entities are currently litigants in pending lawsuits as described on Schedule 7.25 (each a “Lawsuit”), have ceased operations, and have no assets. Within thirty (30) days following a settlement of a Litigation Excluded Entity’s Lawsuit, or entry of a final non-appealable judgment in such Lawsuit, such

-60- 170746.00003/154854032v.8 Litigation Excluded Entity shall either (i) execute and deliver to the Lender a joinder to this Agreement, the Guaranty, and Security Agreement and such other Loan Documents reasonably necessary to join such Litigation Excluded Entity as a Loan Party to the Loan Documents and grant and perfect a first priority Lien in favor of Lender on the Property of such Litigation Excluded Entity, in each case, in form and substance satisfactory to Lender, or (ii) dissolve. To the extent any Litigation Excluded Entity shall dissolve, the Loan Parties shall promptly provide Lender with evidence of such dissolution reasonably satisfactory to Lender. 7.26. Post-Closing Matters. The Loan Parties shall use commercially reasonable efforts to deliver to Lender, within sixty (60) days of the Closing Date, collateral assignments of the following contracts, which such collateral assignments shall be in form and substance reasonably acceptable to Lender: (i) Master Agreement, as amended, dated as of March 22, 2019 by and among the Trustees of the University of Pennsylvania, Curaleaf PA, LLC, and Curaleaf Inc., and (ii) Subcontractor Agreement among CLF AZ Management, LLC, Absolute Healthcare, Inc., and Camp Verde dated as of April 1, 2025. 8. INTENTIONALLY DELETED 9. EVENTS OF DEFAULT 9.1. Events of Default. The occurrence of any one or more of the following events, beyond the expiration of any applicable grace or cure period provided for herein, shall be deemed to constitute an “Event of Default” hereunder and under each and all of the other Loan Documents: (a) (i) the failure by the Borrowers to pay when due and payable any payment of principal due under the Note, including any failure to cure any Overadvance in accordance with Section 2.1.1, (ii) the failure by the Borrowers to pay any payment of interest due under the Note when due and payable, such failure not having been cured within five (5) calendar days after the date when due, or (iii) the failure by any Loan Party to pay when due and payable any other sum(s) due and payable under this Agreement, the Note, any Bank Product Debt or any of the other Loan Documents or agreements secured by any of the Loan Documents, such failure not having been cured within five (5) calendar days after the date when due, or if no due date is provided for, within five (5) calendar days after the date written demand therefor is made; (b) the failure by the Borrowers to pay the full amount of the Obligations on the Maturity Date; (c) the failure by any Loan Party to punctually perform or observe any other covenant or agreement of such Loan Party under this Agreement, the Note, or any other Loan Document (as applicable) (other than as provided for in any other provision of this Section 9.1 or for which another grace or cure period is provided

-61- 170746.00003/154854032v.8 in this Agreement or in any other Loan Document) and such failure shall not have been cured within thirty (30) consecutive calendar days after occurrence thereof; provided, however, that there shall be no grace period for the failure of the Loan Parties to comply with any of Section 6 (other than as provided for in any other provision of this Section 9.1), 7.3 (Maintenance of Existence; Operations of Business), 7.5 (Notice of Certain Events), 7.17 (Debt Service Covenant) (other than as provided for in Section 7.17), or 7.18 (Loan to Value Ratio; Compliance with Borrowing Base) (other than the Borrowing Base Cure as provided for in Section 2.1.1) of this Agreement; (d) the failure by any Loan Party to punctually observe or perform any covenant, condition or agreement contained in Section 7.2 (Financial Statements) and such failure shall continue unremedied for a period of ten (10) consecutive calendar days after occurrence thereof; (e) if any representation, warranty, certification, financial statement or other information made or furnished to Lender by or on behalf of any Loan Party in connection with the transaction evidenced by this Agreement or any of the other Loan Documents to which it is a party shall prove to be inaccurate or untrue in any material respect when made or furnished; (f) any Pledge Agreement, the Security Agreement or any other Loan Document or any interest of the Lenders thereunder shall for any reason be terminated, invalidated, void or unenforceable, or any Lien in favor of the Lender shall be declared invalid or unenforceable as a result of any act or omission of the Loan Parties; (g) the failure to maintain (or cause to be maintained), insurance as required by this Agreement or the Mortgages; (h) the conveyance of any ownership interest in any Mortgaged Property not otherwise permitted under the terms of this Agreement or the other Loan Documents; (i) the filing by any Loan Party of a voluntary petition in bankruptcy, or the filing by any Loan Party of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; or any Loan Party’s seeking, consenting to, or acquiescing in the appointment of any trustee, receiver or liquidator of such Loan Party, or of all or a material part of any Mortgaged Property, or of any limited liability company membership interest in any Loan Party, or the making of any general assignment for the benefit of creditors by any Loan Party or the admitting in writing by any Loan Party in any legal proceeding of its inability to pay its debts generally as they become due;

-62- 170746.00003/154854032v.8 (j) the entry by a court of competent jurisdiction of an order, judgment or decree approving a petition filed against any Loan Party seeking any reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, and such order, judgment or decree shall remain unvacated and unstayed for an aggregate of sixty (60) consecutive days from the first date of entry thereof; or the appointment of any trustee, receiver or liquidator of any Loan Party, or of all or a material part of any Mortgaged Property, or of any membership interest in any Loan Party, without the consent or acquiescence of such Loan Party and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) consecutive days; (k) the entry by a court of competent jurisdiction of a judgment which requires that all or a material part of any Mortgaged Property be transferred, assigned or otherwise conveyed to the bankruptcy estate of any party or to any successor-in-interest to, or trustee, receiver or liquidator of, any party’s assets under any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; (l) the issuance of a writ of execution or attachment or any similar process or the levying against all or a material part of or interest in any Mortgaged Property, or the entry of any judgment involving monetary damages in excess of TWENTY-FIVE MILLION and 00/100 DOLLARS ($25,000,000.00) against any Loan Party which shall become a Lien on a Mortgaged Property or any portion thereof or interest therein or any ownership interest in a Loan Party, and such execution, attachment or similar process or judgment is not released, bonded, satisfied, vacated or stayed within sixty (60) days after its entry or levy; (m) the handing down of one or more uninsured final judgments of a court of competent jurisdiction against any Loan Party in excess of an aggregate of TWENTY-FIVE MILLION and 00/100 DOLLARS ($25,000,000.00) unless the same are satisfied or appealed from (with execution or similar process stayed) or bonded over, to the satisfaction of Lender, within sixty (60) days of its/their imposition or entry; (n) except for Permitted Encumbrances, the imposition of any Lien upon any assets of any Loan Party (not expressly and previously consented to by Lender), including any Mortgaged Property, which Lien is not discharged to the reasonable satisfaction Lender within sixty (60) days of its imposition or entry; (o) the entry of any court order which enjoins, restrains or in any way prevents any Loan Party from conducting all or any material part of its business affairs in the Ordinary Course of Business which, unless appealed within any applicable appeal period, is not discharged or vacated within sixty (60) days;

-63- 170746.00003/154854032v.8 (p) the service of any process upon Lender seeking to attach by mesne or trustee process any funds of any Loan Party on deposit with Lender unless such service is fully satisfied, released, vacated, discharged or bonded over within thirty (30) days; (q) the dissolution, termination or winding up of any Loan Party or any Loan Parties’ failure to be a Special Purpose Entity; (r) a Change of Control shall occur; (s) the occurrence of an Event of Default under any Guaranty, or the repudiation or termination of a Guaranty by any Guarantor or Limited Guarantor (except as such termination is specifically permitted under the terms of the Guaranty or otherwise consented to by Lender); (t) any Loan Party receives a cease and desist letter from the U.S. Government in connection with its business operation, subject to any applicable appeal or contest rights pertaining thereto (in which case it shall not be an Event of Default while such appeal or contest rights are being pursued), and unless the subject of such cease and desist letter is cured or otherwise satisfied, released, vacated, discharged or bonded over, or the cease and desist letter is withdrawn, released or vacated, within thirty (30) days of receipt of such letter; (u) any change in the Applicable Laws that makes a Loan Party’s permitted use of the any Mortgaged Property as a Marijuana Establishment illegal under applicable state law, subject to any applicable appeal or contest rights pertaining thereto (in which case it shall not be an Event of Default while such appeal or contest rights are being pursued), and unless any such use is changed so as to no longer be subject to such change or be illegal within thirty (30) days after receipt of notice from Lender of such change in Applicable Law; (v) if any Required Permit and Approval is not renewed or is terminated, revoked or suspended and not reinstated, in each case, within thirty (30) days of such termination, revocation or suspension; (w) a seizure by any governmental authority seeking forfeiture of any Mortgaged Property, and a court forfeiture proceeding has commenced, subject to any applicable appeal or contest rights pertaining thereto (in which case it shall not be an Event of Default while such appeal or contest rights are being pursued), and unless such seizure is released, vacated or discharged within sixty (60) days of such occurrence; (x) (I) any Loan Party shall be found guilty by a court of competent jurisdiction of an act of fraud or shall have been indicted for or convicted of a felony crime, or (II) any Loan Party, or any officer, director, shareholder, manager, or, member thereof or any Key Officer shall have become subject to any civil or criminal prosecution, enforcement, asset forfeiture or any other civil or criminal

-64- 170746.00003/154854032v.8 enforcement action or proceeding brought by (a) any U.S. federal Governmental Authority with respect to an alleged breach of U.S. Federal Cannabis Law or (b) any state or local Governmental Authority with respect to any allege breach of Applicable Marijuana Law that could reasonably be expected to have a Material Adverse Effect, and, with respect to any of the foregoing described in this clause (II), if any of the foregoing can be corrected in the opinion of such Governmental Authority, such Person fails to take corrective action required to satisfy, reinstate or otherwise address any alleged issues within the corrective action period, if any, subject in each case to any applicable appeal or contest rights pertaining thereto; (y) If a Change in Cannabis Law shall occur which restricts any Borrower or Primary Guarantor’s business in any material adverse manner, or cause any Borrower or Primary Guarantor to engage in any Restricted Cannabis Activities; (z) The Loan Party’s shall lose custody or control over all or any material portion of the Collateral; (aa) the occurrence of an Event of Default under clauses (c), (e), (f), (i), (j), (k) or (x), above with respect to any Limited Guarantor; and (bb) Any Loan Party opens any depository account with another financial institution with respect to its operations in any Applicable State without prior written approval from Lender, in its sole discretion; provided, that it shall not be an Event of Default hereunder if a Loan Party opens an Excluded Account. 9.2. Cross-Default. Parent’s or Lender’s receipt of a written notice of an Event of Default under and as defined in the Indenture (or any analogous provisions of any Refinanced Indenture) or any acceleration of the Indenture Indebtedness or any Refinanced Indenture Indebtedness prior to its stated maturity date shall constitute an Event of Default under the Loan Documents, and the Lender shall have all of the rights and remedies available under both the Loan Documents and the Indenture Intercreditor Agreement, at Lender’s election, including without limitation the right to demand payment in full of the Loan and to seek recovery against all security pledged therefor. A default in any of the terms, covenants and conditions of any other mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by any Loan Party (or the payment of which is guaranteed by any Loan Party) whether such Indebtedness or guarantee now exists, or is created after the Closing Date (excluding the Indenture Indebtedness, any Refinanced Indenture Indebtedness, and the Obligations), shall constitute an Event of Default under the Loan Documents if that default: (i) is caused by a failure to make any payment on such Indebtedness when due and prior to the expiration of the grace period, if any, provided in such Indebtedness (a “Payment Default”); or (ii) results in the acceleration of such Indebtedness prior to the stated maturity date for such Indebtedness, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness (excluding the Indenture Indebtedness, any Refinanced Indenture Indebtedness, and the Obligations) under which there has been a Payment Default which remains outstanding or the maturity of which has been so accelerated for a period of thirty (30) days or more, aggregates $50,000,000 or more (or any lesser amount as may be set forth in any analogous provision in any Refinanced Indenture);

-65- 170746.00003/154854032v.8 provided that if any such Payment Default is cured or waived or any such acceleration is rescinded, as the case may be, such Event of Default under this Agreement and any consequential acceleration hereof shall be automatically rescinded, so long as such rescission does not conflict with any judgement or decree. 9.3. Interpretation. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, including without limitation language in any such document which states “upon an occurrence and during the continuance of an Event of Default” or similar language relating to the continuance of an Event of Default, once an Event of Default has occurred, it shall be within the sole and absolute discretion of Lender to determine whether or not to declare an Event of Default and, once Lender has declared an Event of Default, it shall be within the sole and absolute discretion of Lender to deem such Event of Default to remain outstanding regardless of whether or not a Loan Party or Limited Guarantor subsequent to the occurrence of an Event of Default has taken such measures which would have prevented an Event of Default from occurring had such measures been taken prior to the occurrence of an Event of Default. 9.4. Remedies. Upon the occurrence of any Event of Default, Lender may, at Lender’s sole and absolute discretion: (a) terminate borrowing availability under the Loan, (b) declare and cause all or any portion of any Obligations due Lender to be immediately due and payable and may terminate its Bank Products; (c) make any payments with respect to any Obligations or with respect to any obligation of a Borrower to any other Person in connection with the operation of any Mortgaged Property; (d) commence, defend or settle any litigation involving any Loan Party or any other collateral for the Loan, including, without limitation, any Mortgaged Property; (e) subject to and in accordance with the terms set forth in Section 9.5 below, seek and obtain the appointment of a receiver, and/or (f) exercise any right or remedy available to Lender under the Loan Documents, by Applicable Law or otherwise in order to collect the indebtedness due Lender and otherwise enforce Lender’s rights and remedies. Each Loan Party hereby grants Lender an irrevocable power of attorney to act in its name and stead in connection with the foregoing. In addition, each Loan Party hereby authorizes Lender (and its employees and agents) to enter upon any Mortgaged Property for any of the foregoing purposes and hereby waives any claim against Lender (and its employees and agents) arising out of such entry or out of any act carried out pursuant to this Section 9.4 or any other provision of the Loan Documents, except to the extent that such claims relate to any liability arising as a result of Lender’s (or its employees’ or agents’) gross negligence or willful misconduct. Without limiting any other provision hereof, the Loan Parties agree to pay Lender two (2) Business Days after written demand therefor all reasonable costs and expenses incurred by Lender under this Section 9.4 even if the same shall be more than the amount agreed to be advanced hereunder and under the Note. Each power of attorney granted hereunder, being coupled with an interest, shall be irrevocable until the Loan is paid in full and shall not be affected by any disability or incapacity which any Loan Party may suffer and shall survive the same. Each right conferred on Lender by the provisions of this Section 9.4 is provided solely to protect the interests of Lender and shall not impose any duty on Lender to exercise any such right and neither Lender nor such attorney-in-fact shall be liable for any act, omission, error in judgment or mistake of law, except as the same may result from its gross negligence or willful misconduct. In the event that Lender takes possession of any Mortgaged Property, it shall not be obligated to continue the operation of any Mortgaged Property for any period of time longer than

-66- 170746.00003/154854032v.8 Lender shall see fit (in its sole and absolute discretion), and Lender may thereafter, at any time, abandon its efforts and refuse to make further payments for the account of the Loan Parties. 9.5. Receivership as a Remedy. Without limiting the generality of the foregoing or limiting in any way the rights of Lender hereunder or under the other Loan Documents or otherwise under Applicable Law, at any time after the entire principal balance of the Loan shall have become due and payable (whether at maturity, by acceleration, by an Event of Default or otherwise), Lender shall be entitled to apply for and have a receiver appointed under state or federal law by a court of competent jurisdiction in any action taken by Lender to enforce its rights and remedies hereunder and under the other Loan Documents in order to manage, protect, preserve, sell and otherwise dispose of any Mortgaged Property or all or any portion of any collateral granted under any other Loan Document (collectively with any Mortgaged Property, the “Collateral”) and continue the operation of the business of the Loan Parties, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Loans and other fees and expenses due hereunder and under the Loan Documents as aforesaid until a sale or other Disposition of the Mortgaged Properties or the Collateral shall be finally made and consummated. Each Loan Party, for itself and every other person liable for payment of the Obligations hereby waives, and authorizes Lender to waive, any requirement that a receiver post a bond. TO THE EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, APPLICABLE MARIJUANA LAWS, AND SUBJECT TO ANY REQUISITE CONSENTS OR APPROVALS IN CONNECTION THEREWITH) AND IN ACCORDANCE WITH THE TERMS OF THIS SECTION 9.5, EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE APPOINTMENT OF A RECEIVER AS PROVIDED ABOVE. EACH LOAN PARTY AGREES THAT, ANY RIGHT TO CONTEST OR OBJECT TO SUCH APPOINTMENT SHALL BE DEEMED WAIVED. EACH LOAN PARTY (I) GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, (II) ACKNOWLEDGES THAT (A) THE RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY LENDER IN CONNECTION WITH THE ENFORCEMENT OF THE LENDER’S RIGHTS AND REMEDIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, AND (B) THE AVAILABILITY OF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE LENDER TO MAKE THE LOANS TO THE BORROWERS; AND (III) AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE LENDER IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL. All amounts expended by the Lender in connection with the foregoing, including reasonable attorneys’ fees and expenses, shall be considered Obligations and shall be secured by the Loan Documents.

-67- 170746.00003/154854032v.8 9.6. Remedies Not Exclusive. The enumeration of rights and remedies in the Loan Documents is not intended to be exclusive, and they shall be in addition to and not by way of limitation of such others as Lender may have under the UCC, other Applicable Law, and any and all Loan Documents or other agreements between or among any Loan Party and Lender. Lender shall, in its discretion, determine the choice of rights and remedies and the order in which they shall be exercised and which person, entity or collateral, if any, is to be proceeded against and in which order. The exercise of any right or remedy shall not preclude the exercise of others, all of which shall be cumulative. No act, failure or delay by Lender shall constitute a waiver of any of its rights and remedies. No single or partial waiver by Lender of any provision of the Loan Documents, or breach or default thereunder, or of any right or remedy which Lender may have shall operate as a waiver of any other provision, breach, default, right or remedy or of the same one on a future occasion. 10. SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS 10.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Loan Parties, Lender and their respective successors and assigns, except that the Loan Parties may not assign or transfer any of its rights or obligations under this Agreement or any of the other Loan Documents without the prior written consent of Lender. 10.2. Participations. Lender may, at any time and without the consent of the Loan Parties, sell to one or more Persons (collectively, the “Loan Participants”) participation interests in any Loan owing to Lender, any Loan Commitment of Lender or any other interest of Lender hereunder and under the other Loan Documents, pursuant to a participation agreement in form and substance reasonably acceptable to Lender and duly executed by Lender and such Loan Participant(s). In the event of any such sale by Lender of a participation interest to a Loan Participant, from and after the effective date of such participation agreement, (a) Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (b) Lender shall remain solely responsible for the performance thereof, (c) such Lender shall remain the holder of the Loan for all purposes under this Agreement and the other Loan Documents, and (d) the Loan Parties shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement and the other Loan Documents, as applicable. 10.3. Assignments. Lender may, at any time, assign to any Person (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents, without the consent of the Loan Parties. If Lender only assigns part of its rights and obligations under this Agreement, Lender, to the extent permitted under Applicable Laws, shall remain the agent to the Loan Parties while Lender retains any part of its rights and obligations under the Loan Documents. In the event of any such assignment by Lender of an interest to an Assignee, from and after the effective date of such assignment, (i) the Assignee thereunder shall be a party hereto and have the rights and obligations of Lender hereunder, and (ii) Lender shall be released from its obligations under this Agreement (and, in the case of an assignment covering all or the remaining portion of Lender’s rights and obligations under this Agreement, Lender shall cease to be a party hereto). Upon the effective date of such assignment, and if required by any Assignee, the Borrowers shall execute and deliver to the Assignee, a new Note to the order of the Assignee in an amount equal to such Assignee’s Loan Commitment. Such new Note shall be dated as of the effective date

-68- 170746.00003/154854032v.8 of the assignment and all amounts due and payable thereunder shall only accrue from and be payable after the effective date of the assignment and shall otherwise be in the same form as the Note replaced thereby. In no event shall there be duplication of payments due to any assigning Lender or the Assignee under any Note. The Note replaced thereby shall be marked “cancelled” and returned to the Borrowers with a legend indicating that it has been replaced. In addition to the assignments permitted under this Section 10.3, Lender may assign and pledge all or any portion of the Loan to any Federal Reserve Lender as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by the Federal Reserve Lender. No such assignment shall release Lender from its obligations hereunder. 11. ADDITIONAL PROVISIONS 11.1. Interpretation. All capitalized terms not defined herein but defined in the other Loan Documents shall have the meanings given to such terms in the other Loan Documents. All exhibits to this Agreement are hereby incorporated herein by reference. The use of the singular of terms which are defined in the plural shall mean and refer to any one of the matters or items included in such definition. Use of the connective “or” is not intended to be exclusive; the term “may not” is intended to be prohibitive and not permissive; use of “includes” and “including” is intended to be interpreted as expansive and amplifying and not as limiting in any way; and pronouns used herein shall be deemed to include the singular and the plural and all genders. 11.2. Time of Essence. Time is of the essence in connection with all obligations of Loan Parties under this Agreement and the other Loan Documents. 11.3. Amendment. This Agreement and the Loan Documents cannot be amended, modified, waived, changed, discharged or terminated orally, but only by an instrument in writing signed by the Person against whom enforcement of any amendment, modification, waiver, change, discharge or termination is sought; provided, however, that only the consent of the parties to a Bank Product agreement shall be required for any modification of such agreement. 11.4. Survival of Representations and Warranties. All agreements, representations and warranties made by any Loan Party in this Agreement, any other Loan Documents or certificate or other documents delivered to Lender in connection therewith shall survive the execution and delivery of this Agreement. All of the terms, representations, warranties and provisions of this Agreement shall be binding upon and inure to and be enforceable by and against the respective successors and assigns of the parties hereto whether so expressed or not. 11.5. 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 telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. 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.

-69- 170746.00003/154854032v.8 11.6. Partial Invalidity. If any provision of this Agreement or portion of such provision, or the application thereof to any Person or circumstance, shall to any extent be held invalid or unenforceable, the remainder of this Agreement or the remainder of such provision and the application thereof to other Persons or circumstances (other than those as to which it is held invalid or unenforceable) shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 11.7. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to be a contract made under the laws of The Commonwealth of Massachusetts wherein it is executed and delivered by Lender and for all purposes shall be construed in accordance with the laws of said Commonwealth without giving effect to the conflict of law provisions thereof. 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 and/or any other Loan Document and any other related matter concerning the relationship of Lender and the Loan Parties; provided, that nothing in this Agreement or in any other Loan Document shall affect the right of Lender to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or any Limited Guarantor or their properties in the courts of any other jurisdiction in connection with the exercise of any of its rights under this Agreement or any other Loan Document. 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 by mail in accordance with Section 11.11 herein. 11.8. Jury Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH LOAN PARTY AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN. 11.9. Headings. The headings of the Sections of this Agreement have been inserted for convenience and shall not modify, define, limit or expand the express provisions of this Agreement. 11.10. Inspection. Subject to any restrictions in the Applicable Marijuana Laws, Lender and its agents shall have the right at any time and from time to time upon reasonable prior written notice to a Borrower-Agent (except in the case of an emergency or during the existence and continuance of an Event of Default, in which case no prior notice shall be required) to inspect any Mortgaged Property, the other Collateral and all books and records pertaining thereto, including, without implied limitations, pursuant to the terms of the Environmental Indemnity Agreement, as well as to review and/or audit any accounts, books and records (subject to applicable confidentiality laws or requirements any Applicable Marijuana Laws) relating to or affecting any Mortgaged Property or other Collateral which are maintained by any Loan Parties or any of the Loan Parties’ employees, officers or agents (including, without limitation, accountants) and, in

-70- 170746.00003/154854032v.8 connection with such review and audit, to make copies of all such accounts, records and books and to discuss the same with the Loan Parties’ officers, employees and agents (including, without limitation, accountants). Provided that there does not exist an Event or Default or other condition or situation which Lender reasonably believes to constitute an emergency, Lender shall use its best efforts to complete such inspection, review or audit with minimal disruption of or interference to the operations of the Loan Parties and any Mortgaged Property, each Loan Party agreeing that in the case of any review or audit to assemble and make available to Lender and its agents all accounts, books and records at its principal place of business. Except as limited pursuant to Section 7.15 hereof with respect to field examinations, the Loan Parties shall reimburse the Lender for any reasonable costs and expenses incurred by the Lender in connection with any such examinations, inspections or audits. 11.11. Notices. (a) Notice Generally. Whenever the Loan Parties or Lender shall desire to give or serve any notice, demand, request or other communication with respect to this Agreement or any of the other Loan Documents (including, without limitation, a notice of default pursuant to this Agreement), each such notice, demand, request or other communication shall be in writing and shall be deemed to have been duly given if sent addressed to the notice addresses for such parties set forth below by hand delivery, by Federal Express or other reputable overnight courier, by certified mail, postage prepaid, return receipt requested, or subject to Section 11.11(b) below, electronic mail, in any case, with copies as follows: If to a Loan Party: c/o Curaleaf, Inc. 290 Harbor Drive Stamford, Connecticut 06902 Attn: Ed Kremer Peter Clateman, Esq. Lauren Forenza, Esq. Email: [Redacted - email address] [Redacted - email address] [Redacted - email address] With a copy to: Gesmer Updegrove LLP 40 Broad Street Boston, Massachusetts 02109 Attn: Sarah Richmond, Esq. Sean W. Gilligan, Esq. Email: [Redacted - email address] [Redacted - email address]

-71- 170746.00003/154854032v.8 If to Lender: With a copy to: Needham Bank 214 Garden Street Needham, Massachusetts 02492 Attn: Michelle L. Haughton, Vice President Email: [Redacted - email address] Blank Rome LLP 125 High Street Boston, Massachusetts 02110 Attn: Frank Segall, Esq. and Caitlin Barrett, Esq. Email: [Redacted - email address]; Any party may at any time change its address for such notices by delivering to the other parties hereto, as aforesaid, a notice of such change. Notices hereunder shall be deemed given on the same day if delivered by hand, or on the date shown on the receipt of the delivery service that such notice was actually delivered or refused during normal business hours with written evidence of such delivery or refusal with respect to delivery by Federal Express or other recognized overnight courier or by certified mail. (b) Electronic Communications. Notices and other communications hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Lender; provided that unless the Lender otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by return e-mail or other written acknowledgement); provided further that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 11.12. Defeasance. Upon the Payment in Full of the Obligations at a time when the Borrowers have no right to any future extension of credit under the Loan Documents, (a) this Agreement shall terminate and be of no further force or effect, and (b) upon the request of the Loan Parties and at their expense, the Lender shall execute and deliver such documents and take such other steps as may be reasonably necessary to evidence termination of its security interests in the Collateral. 11.13. Indemnification. Each Loan Party shall indemnify the Lender, its officers, directors, employees, agents, Subsidiaries, and Affiliates (collectively, the “Indemnified Parties”) against, and hold the Indemnified Parties harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind and all reasonable out-of-pocket expenses (including due diligence expenses, travel expenses and reasonable fees, charges and [Redacted - email address]

-72- 170746.00003/154854032v.8 disbursements of counsel) and all applicable taxes to which any of the Indemnified Parties may become subject arising out of, or in connection with, (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder, and the consummation of the transactions contemplated by the Loan Documents, (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any of the Indemnified Parties is a party thereto, and (iii) any other aspect of this Agreement and the other Loan Documents, provided that such indemnification shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non- appealable judgment to have resulted from the gross negligence or willful misconduct of any of the Indemnified Parties. Notwithstanding anything to the contrary contained herein, this indemnity shall survive the repayment of the Obligations and the termination of the Lender’s agreement to make Loans available to the Borrowers and the termination of this Agreement. 11.14. Conflicts. To the extent that any provision of this Agreement is inconsistent with any corresponding provision in any of the other Loan Documents, then the Loan Parties shall be bound by the more restrictive provision. To the extent possible, however, provisions of this Agreement and the other Loan Documents shall be interpreted to complement and supplement each other and the absence of any provision or portion thereof in one such Loan Document shall not be deemed to be an inconsistent provision with the other such Loan Document which contains such provisions or portion thereof. Notwithstanding the foregoing, in no event shall there be deemed cumulative any rights of the Loan Parties under the Loan Documents relative to applicable notice and cure periods. 11.15. Appointment of Borrower-Agents; Nature and Extent of Each Borrower’s Liability. (a) All Obligations, representations, warranties, covenants, and indemnities set forth in the Loan Documents to which a Borrower is a party shall be joint and several. Each Borrower hereby represents and warrants that the Borrower-Agents provide valuable financial, management and administrative services for each Borrower, and each Borrower is Affiliates of one another, and therefore each Borrower has determined that it is advantageous and convenient for it to enter into this Agreement on a basis of joint and several liability and to designate as its agent to effect borrowings and other extensions of credit under this Agreement and to distribute the proceeds of borrowings to it, and each Borrower, by entering into this Agreement, desires and intends to induce the Lender to enter into this Agreement. Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations. If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. (b) Each Borrower hereby irrevocably appoints each Borrower-Agent as its agent to effect borrowings, obtain other extensions of credit and to execute instruments and documents and take other actions in the name, or on behalf of, but not as a lender to, each Borrower, as provided

-73- 170746.00003/154854032v.8 or contemplated in this Agreement. Each Borrower represents and covenants that all requests for advances under this Agreement shall be made solely by either Borrower-Agent as agent for each Borrower, and that the authority of a Borrower-Agent so to request advances on behalf of, and to bind, each Borrower, shall continue unless and until (i) the Lender actually receives written notice of the termination of such authority signed by an authorized officer each Borrower, (ii) this Agreement has been terminated, and (iii) all Obligations of the Borrowers have been paid or otherwise satisfied. In performing its duties under this appointment, a Borrower-Agent shall be acting solely as a conduit for money transfers between the Lender and the Borrower, and a Borrower-Agent shall not make, nor shall it be construed as making, any loans or advances of money under this Agreement to any Borrower. Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loans issued under or pursuant to this Agreement, notice of the occurrence of any Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Lender under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Lender shall have the right, in its discretion, to deal exclusively with any Borrower-Agent for all purposes under the Loan Documents. Each Loan Party agrees that any communication or delivery by or to either Borrower Agent, and action, omission or undertaking by either Borrower-Agent shall be binding upon and enforceable against such Loan Party. (c) Each Borrower further agrees and acknowledges that any advances which may be made by the Lender under the credit facilities provided under this Agreement may be made directly to either Borrower-Agent for use only by each Borrower (subject to the limitations contained elsewhere in this Agreement). Without limiting the foregoing, each Borrower acknowledges that it shall be directly indebted to the Lender for each Advance distributed to it by a Borrower-Agent as if each such Advance had been made directly to such Borrower which received such proceeds (whether or not the subject advance was based upon the Collateral of such Borrower which actually received such Advance), in addition to which the other Borrower shall be jointly and severally obligated to the Lender in that amount. (d) The Lender shall have no responsibility to inquire as to the distribution of any Loan advances made by the Lender through a Borrower-Agent as described herein. The provisions of this Section 11.15 are made for the benefit of the Lender and its respective successors and assigns, and may be enforced by it or them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of the Lender, or its successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. (e) The Borrower-Agents and each Borrower agrees, jointly and severally, to indemnify, defend, and to hold the Lender and its affiliate and its designee harmless from and against any liability, claim, demand, expense, or loss made against the Lender or its affiliates and/or its designees on account of, or arising out of, this Agreement and the transactions contemplated hereby, the Lender or its affiliates and/or its designee’s reliance upon loan requests

-74- 170746.00003/154854032v.8 submitted by a Borrower-Agent and any other action taken by the Lender or its affiliate and/or its designee hereunder or under any of the Loan Documents or any other agreement with a Borrower- Agent and/or any Borrower and/or any other Person, other than for claims based solely on Lender’s gross negligence and willful misconduct. (f) Until the Obligations have been Paid in Full and this Agreement has been terminated, each Loan Party hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Loan Party with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Lender with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been Paid in Full. Any claim which any Loan Party may have against any other Loan Party with respect to any payments to the Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior Payment in Full of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Loan Party, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be Paid in Full before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Loan Party therefor. (g) Each Loan Party hereby agrees that, the payment of any amounts due with respect to any indebtedness owing by any Loan Party to any other Loan Party is hereby subordinated to the prior Payment in Full of the Obligations. Each Loan Party hereby agrees that after the occurrence and during the continuance of any Event of Default, such Loan Party will not demand, sue for or otherwise attempt to collect any indebtedness of any other Loan Party owing to such Loan Party until the Obligations shall have been Paid in Full. If, notwithstanding the foregoing sentence, such Loan Party shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Loan Party as trustee for the Lender, and such Loan Party shall deliver any such amounts to the Lender, for application to the Obligations. 11.16. Rock Rose Compassionate Care, LLC. Notwithstanding anything to the contrary herein, neither this Agreement nor any other Loan Document, including the Security Agreement or any Guaranty, shall become effective with respect to Rock Rose Compassionate Care, LLC, a Texas limited liability company (“Rock Rose”) until such entity obtains the necessary Permits to operate as a marijuana cultivator, product manufacturer, or retail facility, as applicable, in the State of Texas (the “Specified Date”). On the Specified Date, Rock Rose shall execute a joinder to this Agreement, a Guaranty, a Security Agreement and such other Loan Documents necessary to join Rock Rose as a Guarantor to the Loan Documents and grant and perfect a first priority Lien in favor of Lender on its Property, in each case, in form and substance satisfactory to Lender. Any time following the Specified Date, the Lender is authorized to, and shall file a Uniform Commercial Code financing statement with respect to the Collateral of Rock Rose, and Rock Rose shall deliver to Lender such other documents or information as Lender may request in order to perfect the security interest granted by the Security Agreement and any other Loan Documents. To the extent Rock Rose does not obtain the aforementioned Permits and otherwise does not own any assets or conduct any operations, the Loan Parties may dissolve Rock Rose.

-75- 170746.00003/154854032v.8 11.17. Effect of Amendment and Restatement; No Novation. Upon the effectiveness of this Agreement, the Original Loan Agreement shall be amended and restated in its entirety by this Agreement. The Original Obligations shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute an extinguishment, discharge, satisfaction, novation or repayment of the Original Obligations. Such Original Obligations, together with any and all additional Obligations incurred by any Loan Party under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. Each Loan Party hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Document to the Original Loan Agreement shall be deemed to be amended to refer to this Agreement. 12. CANNABIS LAWS 12.1. Each Borrower and Lender acknowledge that although certain Applicable Marijuana Laws have legalized the cultivation, distribution, sale and possession of Cannabis, (a) the nature and scope of U.S. Federal Cannabis Laws may result in circumstances where activities permitted under Applicable Marijuana Laws, may contravene U.S. Federal Cannabis Laws and (b) engagement in Restricted Cannabis Activities may contravene U.S. Federal Cannabis Law. Accordingly, for the purpose hereof, and notwithstanding anything to the contrary contained in this Agreement, each representation, covenant and other provision hereof relating to compliance with Applicable Laws will be subject to the following: (i) engagement in any activity that is Permitted Cannabis Business, and in respect to which the applicable Governmental Authorities have agreed, or are bound by any future Applicable Laws, to forego or have otherwise suspended prosecution and/or enforcement of such U.S. Federal Cannabis Laws, will not, in and of itself, be deemed to be non-compliance with Applicable Laws; (ii) engagement in any Restricted Cannabis Activity will be deemed to be non-compliance with Applicable Laws; (iii) no party hereto shall have any right of rescission or amendment to this Agreement arising out of or relating to any non-compliance with U.S. Federal Cannabis Law to the extent that such non- compliance, and the remedies of Governmental Authorities associated with such non-compliance, exist as of the date of this Agreement, as determined in the Lender’s sole, but reasonable discretion, unless such non-compliance also constitutes a violation of Applicable Marijuana Laws; and (iv) no party shall seek to enforce the provisions hereof in federal court unless and until the parties have reasonably determined that the applicable state laws, rules and regulations are fully compliant with U.S. Federal Cannabis Laws. Nothing contained in this Agreement shall require the parties to violate any provisions of Applicable Marijuana Laws or attending regulations, as applicable. 12.2. The grants of rights, powers and authorities herein or in any other Loan Document by the Borrowers as to access to the properties or books or records of the Borrowers or the exercise of any rights or remedies that may result in the Lender being considered an owner or person exercising control over the Borrowers may only be exercised to the extent that the Lender is acting in accordance with, and has obtained any approvals or permits required by, Applicable Marijuana

-76- 170746.00003/154854032v.8 Laws, and the Borrowers’ representations as to such grants and such exercise are made subject to Applicable Marijuana Laws and Lender’s compliance therewith. Therefore, to the extent that having or being vested in any such rights, powers or authorities pursuant to this Agreement or any other Loan Document (whether before or after an Event of Default) results in the Lender being required to obtain approval from Cannabis Authorities prior to possessing, being vested in or exercising such rights, then Lender must obtain such approval(s) and comply with Applicable Marijuana Laws prior to having or exercising such rights or powers, and the Borrowers shall cooperate with such efforts by the Lender and take all reasonable action necessary to obtain such approvals or compliance at any time that the Lender reasonably requests. THIS SECTION 12.2 WILL GOVERN NOTWITHSTANDING ANY PROVISION TO THE CONTRARY OR IN CONFLICT WITH ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. NOTWITHSTANDING THE FOREGOING, EACH BORROWER ACKNOWLEDGES, AGREES, REPRESENTS AND WARRANTS THAT, TO THE BEST OF ITS KNOWLEDGE, THE INCURRENCE OF MONETARY OBLIGATIONS UNDER THE LOAN DOCUMENTS AND THE PLEDGE OF COLLATERAL UNDER THE LOAN.

-77- 170746.00003/154854032v.8 DOCUMENTS DO NOT VIOLATE ANY APPLICABLE MARIJUANA LAWS. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

[SIGNATURE PAGE – LOAN AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first written above. BORROWERS (alphabetical): CURALEAF COLUMBIA, LLC, a Maryland limited liability company By: CURALEAF, INC., its member-manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF CUYAHOGA FALLS, LLC, an Ohio limited liability company By: GR COMPANIES, INC., its member- manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF FLORIDA, LLC, a Florida limited liability company By: PALLIATECH FLORIDA, INC., its member- manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF MD, LLC, a Maryland limited liability company By: CURALEAF, INC., its member-manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] CURALEAF NEWARK LLC, an Ohio limited liability company By: GR COMPANIES, INC., its member- manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF OGT, INC., a Delaware corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary FOCUSED EMPLOYER, INC., a Delaware corporation By: (signed) Ed Kremer 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary M HEALTH, LLC, a Maryland limited liability company By: CURALEAF, INC., its member-manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] PARENT (alphabetical): CURALEAF HOLDINGS, INC. By: (signed) Ed Kremer Name: Ed Kremer Title: Chief Financial Officer GUARANTOS (alphabetical): ABSOLUTE HEALTHACARE, INC., an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Vice President AES APPLICATIONS CB, LLC, an Illinois limited liability company By: GR COMPANIES, INC., its member- manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary AES COMPASSIONATE CARE LLC, a Pennsylvania limited liability company By: GR COMPANIES, INC., its member- manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] ALL REBEL ROCKERS, INC., an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Vice President ATGII INVESTMENTS, LLC, a Delaware limited liability company By: (signed) Robert Sciarrone Name: Robert Sciarrone Title: Manager CATALINE HILLS BOTANICAL CARE, INC., an Arizona corporation By: (signed) Peter Clateman 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., its member- manager of AES APPLICATIONS CB, LLC By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] CLF AZ MANAGEMENT, LLC, an Arizona limited liability company By: CLF AZ, INC., its member-manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CLF NY, INC., a Delaware corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary COMPASS VENTURES INC., an Illinois corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CLF AZ LLC, an Arizona limited liability company By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF, INC., a Delaware corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] 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 By:GR COMPANIES, INC, as the member- manager of WCCC HOLDINGS I, LLC By: (signed) Ed Kremer 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF MASSACHUSETTS, INC., a Massachusetts corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] CURALEAF MILFORD, INC., a Connecticut corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF NJ II, INC., a Delaware corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF NORTH SHORE, INC., a Massachusetts corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF NY, LLC, a New York limited liability company By: CLF NY INC., its member-manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] CURALEAF PA, LLC, a Delaware limited liability company By: CURALEAF INC., its member-manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF UT, LLC, a Delaware limited liability company By: CURALEAF INC., its member-manager By: (signed) Ed Kremer 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] CURALEAF JUSTICE 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary DEVINE DESERT HEALING, INC., an Arizona corporation By: (signed) Peter Clateman 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., its member- manager of AES COMPASSIONATE CARE, LLC By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] GR COMPANIES, INC., a Delaware corporation By: (signed) Ed Kremer 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary 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: (signed) Ed Kremer 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary 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: (signed) Ed Kremer 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] GREENHOUSE GROUP, LLC, an Illinois limited liability company By: GR COMPANIES, INC., its member- manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary HEALING HEALTHCARE 3, INC., LLC, an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Vice President JUSTICE 2ND SITE HOLDING COMPANY, LLC, an Illinois limited liability company By: WCCC, LLC, as the 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary JUSTICE DISPENSARY HOLDING COMPANY, LLC, an Illinois limited liability company By: WCCC, LLC, as the 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] K GROUP PARTNERS, LLC, an Arizona limited liability company By: (signed) Peter Clateman Name: Peter Clateman Title: Manager 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: (signed) Ed Kremer 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary NATURAL HERBAL REMEDIES, INC., an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Vice President

[SIGNATURE PAGE – LOAN AGREEMENT] NATURAL REMEDY PATIENT CENTER, LLC, an Arizona limited liability company By: (signed) Peter Clateman Name: Peter Clateman Title: Manager PALLIATECH CT, INC., a Delaware corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary PALLIATECH FLORIDA, INC., a Delaware corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary PHYTOTHERAPEUTICS OF TUCSON, LLC, an Arizona limited liability company By: (signed) Peter Clateman Name: Peter Clateman Title: Manager PP WELLNESS CENTER, INC., an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Manager

[SIGNATURE PAGE – LOAN AGREEMENT] WCC HOLDINGS I, LLC, an Illinois limited liability company By: GR COMPANIES, INC., its member- manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary WCC HOLDINGS I, LLC, an Illinois limited liability company By: WCC HOLDINGS I, LLC, its member- manager By: GR COMPANIES, INC., as the member- manager of WCC HOLDINGS I, LLC By: (signed) Ed Kremer 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary ARIZONA NATURES WELLNESS, INC., an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Vice President AZCL1, INC., an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Vice President BLOOM MASTER FUND I, LLC., a Delaware limited liability company By: (signed) Peter Clateman Name: Peter Clateman Title: Manager

[SIGNATURE PAGE – LOAN AGREEMENT] CLF AZ HOLDINGS, LLC, an Arizona limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: (signed) Peter Clateman Name: Peter Clateman Title: Manager CLF AZ SPV, INC, a Delaware corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Secretary and Treasurer INFINITE AUXILIARY LLC, a Delaware limited liability company By: BLOOM MASTER FUND I, LLC, its manager By: (signed) Peter Clateman Name: Peter Clateman Title: Manager PINAL COUNTY WELLNESS CENTER, INC., an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Vice President ZONACARE, INC., an Arizona corporation By: (signed) Peter Clateman Name: Peter Clateman Title: Vice President

[SIGNATURE PAGE – LOAN AGREEMENT] AMSBURY HOLDINGS MEDICAL 2, INC., a Maine corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary AMSBURY HOLDINGS MEDICAL 3, INC., a Maine corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF GROTON, LLC, a Connecticut limited liability company By: GR COMPANIES, INC., its member- manager By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary CURALEAF HARTFORD, INC., a Connecticut corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary DESERT 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: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary

[SIGNATURE PAGE – LOAN AGREEMENT] PRIMARY ORGANIC THERAPY, INC., a Maine corporation By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary PPURE UT, LLC, a Utah limited liability company By: DESERT WELLNESS, LLC its member- manager # By: CURALEAF UT, LLC, as the member- manager of DESERT WELLNESS, LLC By: CURALEAF, INC., as the member-manager of CURALEAF UT, LLC By: (signed) Ed Kremer Name: Ed Kremer Title: Treasurer and Secretary THE KIND RELIEF, INC., an Arizona corporation By: (signed) Luke Flood Name: Luke Flood Title: President WHOA QC, INC., an Arizona corporation By: (signed) Luke Flood Name: Luke Flood Title: President [SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURE PAGE – LOAN AGREEMENT] LENDER NEEDHAM BANK, a Massachusetts co-operative bank By: (signed) Michelle L. Haughton Name: Michelle L. Haughton Title: Vice President

170746.00003/154854032v.8 ANNEX A Guarantors 1. PalliaTech Florida, Inc. 2. GR Companies, Inc. 3. Curaleaf Inc. 4. Absolute Healthcare, Inc. 5. AES Applications CB, LLC 6. AES Compassionate Care LLC 7. All Rebel Rockers, Inc. 8. Catalina Hills Botanical Care, Inc. 9. CB Health Services LLC 10. CLF AZ Management, LLC 11. CLF NY, Inc. 12. Compass Ventures Inc. 13. Cura AZ LLC 14. Curaleaf Justice, LLC 15. Curaleaf Justice 2nd Site, LLC 16. Curaleaf Massachusetts, Inc. 17. Curaleaf Milford, Inc. 18. Curaleaf NJ II, Inc. 19. Curaleaf North Shore, Inc. 20. Curaleaf NY, LLC 21. Curaleaf PA, LLC 22. Curaleaf UT, LLC 23. Curaleaf Worth, LLC 24. Curaleaf Worth 2nd Site LLC 25. Devine Desert Healing, Inc. 26. DuBois Wellness Center, LLC 27. GR Holdings OH-ND, LLC 28. GR Vending ND, LLC 29. GR Vending ND Dispensary 3, LLC 30. GR Vending ND Dispensary 4, LLC 31. GR Vending ND Dispensary 5, LLC 32. GR Vending ND Dispensary 6, LLC 33. Greenhouse Group, LLC 34. Healing Healthcare 3, Inc. 35. Justice Dispensary Holding Company LLC 36. Justice 2nd Site Holding Company, LLC 37. K Group Partners, LLC 38. LBA Holdings, LLC 39. Lebanon Wellness Center, LLC 40. Natural Herbal Remedies, Inc. 41. Natural Remedy Patient Center, LLC 42. Palliatech CT, Inc. 43. Phytotherapeutics of Tucson, LLC

170746.00003/154854032v.8 44. PP Wellness Center, Inc. 45. WCCC, LLC 46. WCCC Holdings, LLC 47. Worth Dispensary Holding Company, LLC 48. Worth 2nd Site Holding Company, LLC 49. ARIZONA NATURES WELLNESS, INC. 50. AZCL1, INC. 51. Bloom Master Fund I LLC 52. CLF AZ HOLDINGS, LLC 53. CLF AZ SPV, Inc. 54. Infinite Auxiliary LLC 55. PINAL COUNTY WELLNESS CENTER, INC. 56. ZONACARE, INC. 57. Curaleaf Hartford, Inc. 58. Amsbury Holdings Medical 2, Inc. 59. Primary Organic Therapy, Inc. 60. Amsbury Holdings Medical 3, Inc. 61. WHOA QC, Inc. 62. The Kind Relief, Inc. 63. Deseret Wellness LLC 64. Pure UT LLC 65. Curaleaf Groton, LLC (Remainder of the page is blank.)

FAQ

What did Curaleaf Holdings (CURLF) disclose about new debt in this filing?

Curaleaf disclosed a Fourth Supplemental Indenture establishing 11.50% Senior Secured Notes due February 18, 2029, with an initial aggregate principal amount of US$500,000,000. The document sets out interest, maturity, redemption, form, and guarantee provisions for this new series under its existing base indenture.

What are the key terms of Curaleaf’s 11.50% Senior Secured Notes due 2029?

The notes bear 11.50% annual interest, payable semi-annually each February 18 and August 18, starting August 18, 2026. They mature on February 18, 2029, are senior secured obligations under the indenture, initially total US$500,000,000 in principal, and may be supplemented by additional notes with identical core terms.

How large is Curaleaf’s new 2029 note issuance and in what currency?

Curaleaf’s Initial 2029 Notes total US$500,000,000 in aggregate principal, issued at US$1,000 per US$1,000 of principal. Both principal and interest are payable in United States dollars, reflecting a U.S. dollar-denominated financing structure under the Canadian-law governed indenture framework.

When and how can Curaleaf redeem the 11.50% Senior Secured Notes due 2029?

Before August 18, 2027, Curaleaf may redeem up to 35% of the notes at par plus 100% of the coupon, using net cash from qualifying equity offerings. From August 18, 2027 to February 17, 2028, it may redeem at 105.750%, and at 100.000% from February 18, 2028 onward, plus accrued interest.

Are Curaleaf’s 2029 notes subject to mandatory redemption or sinking funds?

The company is not required to make mandatory redemption or sinking fund payments on the 2029 notes. However, it may be required to offer to purchase the notes in certain situations described in the underlying indenture covenants, such as specified change-of-control or asset sale scenarios affecting noteholders’ protection.

Do Curaleaf’s 11.50% 2029 notes carry guarantees or security?

The filing confirms the notes are Senior Secured Notes under the existing indenture structure, with Odyssey Trust Company acting as trustee, registrar, paying agent and collateral trustee. Curaleaf also confirms existing guarantees under Section 13.2 of the indenture apply to the 2029 Notes issued under this Fourth Supplemental Indenture.

Can Curaleaf issue additional 2029 notes beyond the initial US$500 million?

Yes. The aggregate principal amount of 2029 Notes under the indenture is unlimited, though the initial issuance on the Issue Date is capped at US$500,000,000. Curaleaf may later issue Additional 2029 Notes with the same terms, subject to indenture conditions and potential separate CUSIP numbers if not fungible for U.S. tax purposes.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 598.9 KB
• EX-99.2 EX-99.2 304.3 KB