On September 20, 2023, Goodness Growth Holdings Inc. entered into a First Amendment to Consulting Agreement (?First Amendment?) by and between the Company and Grown Rogue Unlimited ULC (Grown Rogue), which First Amendment modified certain provisions of the Consulting Agreement dated May 24, 2023, between the Company and Grown Rogue. The First Amendment to Consulting Agreement modifies certain aspects of the consulting fee due from the Company to Grown Rogue, including by increasing the ?Baseline ANI? (adjusted net income from operations) number used to calculate the fees payable to Grown Rogue.

The First Amendment also adds a provision that states that the warrants issued by Grown Rogue to the Company are immediately canceled if the Consulting Agreement is terminated because of a ?Company Insolvency Event.