The Cannabist Company Holdings Inc. Equity Purchase Agreement

The Cannabist Company Holdings Inc. has entered into an equity purchase agreement with Parma Holdco LLC for the sale of its subsidiary, Green Leaf Medical of Virginia, LLC. The total consideration for the sale is $130 million, with $117.5 million payable at closing and the remaining $12.5 million to be held in escrow. The purchase price is subject to a post-closing adjustment based on final determinations of cash, debt, and net working capital. The agreement includes customary representations, warranties, and covenants, and is contingent upon regulatory approvals and consent from holders of the Company's senior secured notes. The transaction is expected to close by February 27, 2026. In connection with this agreement, The Cannabist Company Holdings Inc. terminated a previous equity purchase agreement with Curaleaf, Inc. and is required to pay Curaleaf a break-up fee of $3.3 million.