Certain Other Terms of the Arrangement Agreement
The Arrangement Agreement includes customary representations, warranties and covenants of Trulieve and Harvest and each party has agreed to
customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between execution of the Arrangement Agreement and the Effective Time.
The Arrangement Agreement provides for customary non-solicitation covenants, subject to the right of
the board of directors of Harvest (the Board) to consider and accept a superior proposal (as defined in the Arrangement Agreement), and the right of Trulieve to match any such proposal within five business days. The Arrangement Agreement
also provides for the payment by Harvest to Trulieve of a $100,000,000 termination fee if the Arrangement Agreement is terminated in certain specified circumstances, including, among other things, in the event that (i) the Board withholds,
withdraws, modifies or qualifies any of its recommendations or determinations with respect to the special resolution approving the Arrangement; (ii) the Board, in accordance with certain procedures set forth in the Arrangement
Agreement, accepts, recommends, approves or enters into an agreement to implement a superior proposal (as defined in the Arrangement Agreement), or (iii) the Arrangement Agreement is terminated in certain circumstances, including in the
event the resolution approving the Arrangement is not approved by Harvest Voting Shareholders, the Arrangement is not consummated on or prior to February 28, 2022 (subject to modification by the parties and extension in certain circumstances),
or in the event Harvest willfully failed to fulfill or comply with all covenants contained in the Arrangement Agreement required to be fulfilled or complied with it on or prior to the effective time of the Arrangement, and if (x) prior to the
date of termination an acquisition proposal meeting certain requirements has been publicly announced or otherwise communicated to Harvest, and (y) within 12 months of the date of such termination the transaction is completed or Harvest has
entered into a definitive agreement with respect to such transaction and such transaction is later consummated or effected (whether or not within such 12 month period). The Arrangement Agreement also provides for the payment by Trulieve to Harvest
of a $100,000,000 termination fee if the Arrangement Agreement is terminated due to the fact that the Arrangement is not consummated on or prior to February 28, 2022 (subject to modification by the parties and extension in certain
circumstances) solely due to the failure to obtain certain required regulatory approvals.
In the event the Arrangement has not been
completed on or before February 28, 2022, Trulieve has agreed to lend Harvest $25,000,000. In addition, Trulieve has agreed to lend Harvest an additional amount of $25,000,000 on each of May 31, 2022, August 31, 2022 and
November 30, 2022 if the Arrangement has not been completed by the business day preceding each of those respective dates. Such loans will be subject to acceleration in certain customary or to be negotiated events, which include termination of
the Arrangement Agreement in order to enter into an alternative transaction agreement for a superior proposal.
Voting Support Agreements
Pursuant to certain voting support and lock-up agreements (the Voting Support
Agreements), certain Harvest Voting Shareholders holding an aggregate of more than 50% of the voting power of the Harvest Voting Shares have entered into the Voting Support Agreements with Trulieve, pursuant to which they have agreed to vote
in favor of the Arrangement at the Meeting. The Voting Support Agreements terminate in certain circumstances, including upon the termination of the Arrangement Agreement in accordance with its terms. Under the Arrangement Agreement,
Harvest has agreed to hold the Meeting no later than September 15, 2021.
The foregoing descriptions of the Arrangement Agreement and
Voting Support Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements which are included as Exhibits 2.1, 10.1 and 10.2 to this report. The Arrangement Agreement has been
included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Harvest. The representations, warranties and covenants contained in the Arrangement Agreement were made only for
purposes of the Arrangement Agreement as of the specific dates therein, were solely for the benefit of the parties to the