HRVSF / Harvest Health & Recreation Inc (Sub Voting) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

HRVSF / Harvest Health & Recreation (Canada) / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Harvest Health & Recreation Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 41755m102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-56224 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as spe

As filed with the Securities and Exchange Commission on October 1, 2021

As filed with the Securities and Exchange Commission on October 1, 2021 Registration No.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32

Trulieve Completes Acquisition of Harvest Health & Recreation Inc. Creating the Largest and Most Profitable U.S. Cannabis Operator Combined Company Platform Poised for Accelerated Growth Industry Leading Footprint in Cornerstone Markets Expanded Runw

Exhibit 99.1 Trulieve Completes Acquisition of Harvest Health & Recreation Inc. Creating the Largest and Most Profitable U.S. Cannabis Operator Combined Company Platform Poised for Accelerated Growth Industry Leading Footprint in Cornerstone Markets Expanded Runway for Growth in Northeast, Southeast, and Southwest Strategic Hubs Trulieve to Host a Conference Call and Webcast Today at 8:00AM ET Tal

Harvest Health & Recreation Inc. Announces Planned Divestiture of Florida License

Exhibit 99.1 Harvest Health & Recreation Inc. Announces Planned Divestiture of Florida License PHOENIX, September 1, 2021 ? Harvest Health & Recreation Inc. (?Harvest?) (CSE: HARV, OTCQX: HRVSF), a vertically integrated cannabis company and multi-state operator in the U.S., today announced the signing of a definitive agreement to divest its Medical Marijuana Treatment Center license issued by the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2021 HARVEST HEALTH &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 HARVEST HEALTH &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporat

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32

Amendment to Warrant Certificate dated May 10, 2019, by and between Harvest Health & Recreation Inc. and 1235 Fund, LP, dated June 30, 2021, issued to Purchaser of 7% Unsecured Convertible Debentures

Exhibit 4.9 AMENDMENT TO WARRANT CERTIFICATE THIS AMENDMENT TO WARRANT CERTIFICATE dated for reference as June 30, 2021. BETWEEN: HARVEST HEALTH & RECREATION INC., a corporation existing under the laws of British Columbia (the ?Corporation?) AND: 1235 FUND LP, a limited partnership formed under the laws of the province of Qu?bec (the ?Holder?) WHEREAS: A. The Corporation previously issued to the H

Supplemental Warrant Indenture to Warrant Indenture dated October 28, 2020, by and between Harvest Health & Recreation Inc. and Odyssey Trust Company, dated June 30, 2021

Exhibit 4.10 SUPPLEMENTAL WARRANT INDENTURE THIS SUPPLEMENTAL WARRANT INDENTURE dated for reference as of June 30, 2021. BETWEEN: HARVEST HEALTH & RECREATION INC., a corporation existing under the laws of British Columbia (the ?Corporation?) AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of Alberta and registered to carry on business in the provinces of British Columbia and Al

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56224 HARVEST HEALTH & RECREATION INC.

Supplemental Warrant Indenture to Warrant Indenture dated December 20, 2019, by and between Harvest Health & Recreation Inc. and Odyssey Trust Company, dated June 30, 2021

Exhibit 4.8 SUPPLEMENTAL WARRANT INDENTURE THIS SUPPLEMENTAL WARRANT INDENTURE dated for reference as of June 30, 2021. BETWEEN: HARVEST HEALTH & RECREATION INC., a corporation existing under the laws of British Columbia (the ?Corporation?) AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of Alberta and registered to carry on business in the provinces of British Columbia and Alb

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32

Harvest Health & Recreation Inc. Reports Second Quarter 2021 Financial Results

Exhibit 99.1 Harvest Health & Recreation Inc. Reports Second Quarter 2021 Financial Results ? Second quarter revenue was $102.5 million, up 84% from the second quarter 2020 and 15% sequentially ? Second quarter net loss before non-controlling interest was $19.2 million, compared to $23.0 million in the first quarter 2021 ? Adjusted EBITDA was $28.0 million in the second quarter, compared to $26.9

Earnings Conference Call August 10, 2021 CSE: HARV OTCQX: HRVSF [email protected]

Earnings Conference Call August 10, 2021 CSE: HARV OTCQX: HRVSF investors@harvestinc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56224 84-3264202 (State or Other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2021 HARVEST HEALTH &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2021 HARVEST HEALTH & RECREATION INC. (Exact Name of Registrant as Specified in Its Charter) British Columbia (State or Other Jurisdiction of Incorporation) 000-56224 84-32

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2021 HARVEST HEALTH & RECREATION INC. (Exact Name of Registrant as Specified in Its Charter) British Columbia (State or Other Jurisdiction of Incorporation) 000-56224 84-32

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-3264

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2021 HARVEST HEALTH & RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-3264

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2021 HARVEST HEALTH & RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-3264

Harvest Announces Annual and Special Shareholder Meeting Date and Receipt of Interim

Exhibit 99.1 Harvest Announces Annual and Special Shareholder Meeting Date and Receipt of Interim Order PHOENIX, July 13, 2021 ? Harvest Health & Recreation Inc. (?Harvest?) (CSE: HARV, OTCQX: HRVSF), a vertically integrated cannabis company and multi-state operator in the U.S., today announced that its 2021 annual and special shareholder meeting will be held on August 11, 2021 at 10:00 AM Pacific

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2021 HARVEST HEALTH & REC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32642

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Regulation FD Disclosure, Other Events, Shareholder Director Nominations, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32642

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Harvest Announces Annual and Special Shareholder Meeting Date and Receipt of Interim

Exhibit 99.1 Harvest Announces Annual and Special Shareholder Meeting Date and Receipt of Interim Order PHOENIX, July 13, 2021 ? Harvest Health & Recreation Inc. (?Harvest?) (CSE: HARV, OTCQX: HRVSF), a vertically integrated cannabis company and multi-state operator in the U.S., today announced that its 2021 annual and special shareholder meeting will be held on August 11, 2021 at 10:00 AM Pacific

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-3264

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32642

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56224 HARVEST HEALTH & RECREATION INC.

Agreement to Amend Separation Agreement. Vedadi February 9, 2021

Exhibit 10.1 4845-4739-1671.2 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS ?[***]?) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AGREEMENT TO AMEND CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Agreement to Amend Confidential Separation Agreement and General Release (?Agreement?) is en

Arrangement Agreement, by and between Trulieve Cannabis Corp. and Harvest Health & Recreation, Inc., dated as of May 10, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated May 12, 2021)

Exhibit 2.1 ARRANGEMENT AGREEMENT BETWEEN TRULIEVE CANNABIS CORP. AND HARVEST HEALTH & RECREATION INC. MAY 10, 2021 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 Section 1.1 Defined Terms 2 Section 1.2 Certain Rules of Interpretation 19 ARTICLE 2 THE ARRANGEMENT 21 Section 2.1 Arrangement 21 Section 2.2 Interim Order 21 Section 2.3 The Meeting 22 Section 2.4 The Company Circular 23 Section 2.5 Fina

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32642

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 HARVEST HEALTH & REC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32642

Form of Voting Support Agreement (included herewith).

Exhibit 10.2 VOTING SUPPORT AGREEMENT THIS VOTING SUPPORT AGREEMENT (?Agreement?) is dated as of , 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (?Trulieve?) and each of the shareholders listed on Exhibit A attached hereto (individually, a ?Shareholder? and collectively, the ?Shareholders?). WHEREAS, the Shareholder is the

Arrangement Agreement, dated May 10, 2021, between Trulieve Cannabis Corp. and Harvest Health & Recreation Inc. (included herewith).

Exhibit 2.1 ARRANGEMENT AGREEMENT BETWEEN TRULIEVE CANNABIS CORP. AND HARVEST HEALTH & RECREATION INC. MAY 10, 2021 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 Section 1.1 Defined Terms 2 Section 1.2 Certain Rules of Interpretation 19 ARTICLE 2 THE ARRANGEMENT 21 Section 2.1 Arrangement 21 Section 2.2 Interim Order 21 Section 2.3 The Meeting 22 Section 2.4 The Company Circular 23 Section 2.5 Fina

Form of Voting Support and Lock-Up Agreement (included herewith).

Exhibit 10.1 VOTING SUPPORT AND LOCK-UP AGREEMENT THIS VOTING SUPPORT AND LOCK-UP AGREEMENT (?Agreement?) is dated as of , 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (?Trulieve?) and each of the shareholders listed on Exhibit A attached hereto (individually, a ?Shareholder? and collectively, the ?Shareholders?). WHEREAS,

Form of Voting Support Agreement (included herewith).

Exhibit 10.2 VOTING SUPPORT AGREEMENT THIS VOTING SUPPORT AGREEMENT (?Agreement?) is dated as of , 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (?Trulieve?) and each of the shareholders listed on Exhibit A attached hereto (individually, a ?Shareholder? and collectively, the ?Shareholders?). WHEREAS, the Shareholder is the

Form of Voting Support and Lock-Up Agreement (included herewith).

Exhibit 10.1 VOTING SUPPORT AND LOCK-UP AGREEMENT THIS VOTING SUPPORT AND LOCK-UP AGREEMENT (?Agreement?) is dated as of , 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (?Trulieve?) and each of the shareholders listed on Exhibit A attached hereto (individually, a ?Shareholder? and collectively, the ?Shareholders?). WHEREAS,

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32642

Joint Press Release, dated May 10, 2021

Exhibit 99.2 Trulieve Announces the Largest US Cannabis Transaction; Acquisition of Harvest Health & Recreation Inc., Creates the Most Profitable Multi-State Operator in the World?s Largest Cannabis Market Combined Company Will Maintain Industry Leading Scale in Retail, Cultivation & Production Footprint Provides National Scale with a Deep Regional Focus in Attractive Markets Expanded Runway for G

Investor Presentation of Trulieve and Harvest, dated May 10, 2021

Investor Presentation | May 2021 & Creation of the Most Profitable MSO Exhibit 99.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56224 84-3264202 (State or Other Jurisdiction of Incorporatio

DISCLAIMER Use of Non-U.S. GAAP Financial Measures: To supplement its financial statements, Harvest provides investors with information related to Adjusted EBITDA, which is a financial measure that is not calculated in accordance with generally accep

Earnings Conference Call May 10, 2021 CSE: HARV OTCQX: HRVSF investors@harvestinc.

Trulieve Announces the Largest US Cannabis Transaction; Acquisition of Harvest Health & Recreation Inc., Creates the Most Profitable Multi-State Operator in the World’s Largest Cannabis Market Combined Company Will Maintain Industry Leading Scale in

Exhibit 99.2 Trulieve Announces the Largest US Cannabis Transaction; Acquisition of Harvest Health & Recreation Inc., Creates the Most Profitable Multi-State Operator in the World?s Largest Cannabis Market Combined Company Will Maintain Industry Leading Scale in Retail, Cultivation & Production Footprint Provides National Scale with a Deep Regional Focus in Attractive Markets Expanded Runway for G

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-32642

Forward Looking Statement Forward-looking statements made in this document are made only as of the date of their initial publication, and the Company undertakes no obligation to publicly update any of these forward-looking statements as actual events

Investor Presentation | May 2021 & Creation of the Most Profitable MSO Exhibit 99.

Harvest Health & Recreation Inc. Reports First Quarter 2021 Financial Results

Exhibit 99.1 Harvest Health & Recreation Inc. Reports First Quarter 2021 Financial Results ? First quarter revenue was $88.8 million, up 101% from the first quarter 2020 and 27% sequentially ? First quarter net loss before non-controlling interest was $23.0 million, compared to $7.4 million in the fourth quarter 2020 ? Adjusted EBITDA was $26.9 million in the first quarter, up 196% compared to $9.

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-326

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-326

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-326

List of Subsidiaries of Harvest Health & Recreation Inc.

Exhibit 21.1 Name of Subsidiary Beneficial Ownership Interest of Harvest Health & Recreation Inc. in Subsidiary Jurisdiction of Formation Parent of Subsidiary Harvest Enterprises, Inc. 100% Delaware Harvest Health & Recreation Inc. AD, LLC 100% Arizona Harvest DCP Banyan Acquisition Corp. 90% Arizona Harvest DCP Banyan Management Holdings, LLC 90% Arizona Banyan Acquisition Corp. Byers Dispensary,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of Registrant as Specified in Its Charter) 000-56224 84-3264202 (State or Other Jurisdiction of Incorporation) (Commission

Harvest Health & Recreation Inc. Reports Fourth Quarter and Full Year 2020 Financial Results

Exhibit 99.1 Harvest Health & Recreation Inc. Reports Fourth Quarter and Full Year 2020 Financial Results • Total revenue increased 98% to $231.5 million in 2020 from $116.8 million in 2019 • Fourth quarter revenue was $69.9 million, up 85% from the fourth quarter 2019 and 13% sequentially • Net loss before non-controlling interest for the full year was $59.6 million compared to $168.8 million in

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56224 HARVEST HEALTH

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-3264

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Harvest Health & Recreation Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 41755m102 (CUSIP Number) Febr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Harvest Health & Recreation Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 41755m102 (CUSIP Number) February 09, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Unregistered Sales of Equity Securities -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2021 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation) 000-56224 84-3

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10/A AMENDMENT NO. 2 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia 84-3264202 (State or other jurisdiction of incorporation or organization) (I.R.

Resignation Agreement and General Release, dated January 7, 2021, between Randy Taylor Consulting, LLC and Ronald Goodson.

Exhibit 10.39 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. RESIGNATION AGREEMENT AND GENERAL RELEASE This Resignation Agreement and General Release (“Agreement”) is entered into by and between Ron Goodson (“You”) and Randy Taylor Consulting, LLC

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January 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F.

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S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on January 15, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 84-3264202 (State or other jurisdicti

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10/A AMENDMENT NO. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia 84-3264202 (State or other jurisdiction of incorporation or organization) (I.R.

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December 21, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F.

Form of Warrant to Purchase Subordinate Voting Shares of Harvest Health & Recreation Inc., dated May 10, 2019, issued to Purchasers of 7% Unsecured Convertible Debentures.

Exhibit 4.3 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE RELEVANT TRANCHE CLOSING

Coattail Agreement, dated November 14, 2018, by and among Karma Capital, LLC, Razor Investments, LLC, Harvest Health & Recreation Inc. and Odyssey Trust Company.

Exhibit 4.1 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE SHAREHOLDERS LISTED IN SCHEDULE A HARVEST HEALTH & RECREATION INC. - AND - ODYSSEY TRUST COMPANY COATTAIL AGREEMENT NOVEMBER 14, 2018 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERP

Non-Employee Director Compensation Policy adopted August 3, 2020.

Exhibit 10. 38 HARVEST HEALTH & RECREATION INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 1. PURPOSE This Non-Employee Director Compensation Policy (this “Policy”) of Harvest Health & Recreation Inc., a British Columbia corporation (the “Company”), as adopted by the Board of Directors of the Company (the “Board”), is intended to attract highly qualified individuals to serve as non-employee directo

Amendment No. 2 to Membership Interest Purchase Agreement, dated August 14, 2020, by and among Harvest Cheyenne Holdings LLC, GreenMart of Nevada LLC, F&L Investments LLC, MJAR Holdings Corp., and MJardin Group, Inc.

Exhibit 10. 29 AMENDMENT NO. 2 TO Membership Interest PURCHASE AGREEMENT This Amendment No. 2 (this “Amendment”) to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of December 31, 2019 and amended on February 28, 2020, by and among Harvest Cheyenne Holdings LLC, a Nevada limited liability company (“Buyer”), GreenMart of Nevada LLC, a Nevada limited liability company

First Amendment to Amended and Restated Credit Agreement, dated as of October 21, 2019, by and among Bridging Finance Inc., Harvest Dispensaries, Cultivations & Production Facilities LLC, Harvest Enterprises, Inc., Harvest Health & Recreation Inc. and certain of its subsidiaries as guarantors.

Exhibit 10.2 2 EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated with effect as of October 21, 2019 and is entered into by and among: HARVEST DISPENSARIES, CULTIVATIONS & PRODUCTION FACILITIES LLC as Co-Borrower - and - HARVEST ENTERPRISES, INC. as Co-Borrower - and - BRIDGING FINANCE

Promissory Note, dated February 15, 2019, issued by Falcon International Corp. to Harvest Enterprises, Inc. in the principal amount of $10,000,000.

Exhibit 10. 14 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. PROMISSORY NOTE $10,000,000.00 February 15, 2019 FOR VALUE RECEIVED, Falcon International Corp., a Delaware corporation (“Falcon International” or the “Borrower”) hereby promises to pay

Warrant Indenture, dated as of October 28, 2020, between Harvest Health & Recreation Inc. and Odyssey Trust Company.

Exhibit 4.7 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. HARVEST HEALTH & RECREATION INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of October 28, 2020 TABLE

Form of 9% Convertible Promissory Note.

Exhibit 4.6 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●]. Principal Amount: $[●] Issue Date: [●] Harvest Health & Recreation Inc. 9% CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, pursuant to the terms and conditions of this 9% Convertible Promissory Note (this “Note”), Harvest Health & Recreation Inc., a British Columbia corpor

First Amendment to Employment Agreement, dated January 11, 2019, between Harvest Enterprises, Inc. and Touraj Jason Vedadi.

Exhibit 10. 9 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (“ First Amendment”) is entered into as of January 11, 2019, by and between Harvest Enterprises, Inc. (“Harvest”), and Jason Vedadi (“Executive”). Harvest and Vedadi previously entered into an Employment Agreement, dated November 15, 20I8 (the “Employment Agreement”). Harvest and Executive now desire

Employment Agreement, dated November 15, 2018, between Harvest Enterprises, Inc. and Steven White.

Exhibit 10. 6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 15th day of November 2018, by and between Harvest Enterprises, Inc., a Delaware corporation (the “Company”), and Steve White (the “Executive”), effective as of November 15, 2018 (the “Effective Date”). WHEREAS, the Executive is currently the Chief Executive Officer of the Company; and WHEREAS, the Company d

Integrated Transactions Property for Stock Exchange Agreement, dated November 14, 2018, by and among Harvest Enterprises, Inc., Rockbridge Resources Inc., parties listed on signature pages and Sean Berberian.

Exhibit 10. 5 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Execution Copy – 11.4.18 INTEGRATED TRANSACTIONS PROPERTY FOR STOCK EXCHANGE AGREEMENT by and among Harvest Enterprises, Inc.; RockBridge Resources Inc.; The Other Parties As Set Forth o

Form of Notice of Stock Option Grant and Stock Option Agreement.

Exhibit 10. 36 HARVEST HEALTH & RECREATION INC. 2018 STOCK AND INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase Subordinate Voting Shares of Harvest Health & Recreation Inc. (the “Company”): Name of Optionee: Total Number of Shares Granted: Type of Option: [X] Incentive Stock Option (employees only) [ ] Non-Qualified Stock Option Exercise Price Per

Note Purchase Agreement, dated December 31, 2019, by and among Harvest Health & Recreation Inc. and Bridging Finance Inc.

Exhibit 10. 26 Execution Version CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NOTE PURCHASE AGREEMENT by and among HARVEST HEALTH & RECREATION INC. and BRIDGING FINANCE INC., AS AGENT NOTE PURCHASE AGREEMENT Dated as of December 31, 2019 This No

Investment Agreement, dated May 10, 2019, between Harvest Health & Recreation Inc. and the investor party thereto.

Exhibit 10. 18 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INVESTMENT AGREEMENT May 10, 2019 Harvest Health & Recreation Inc. 1155 W. Rio Salado Parkway Suite 201 Tempe, Arizona 85281 Attention: Jason Vedadi, Executive Chairman Re: Convertible

Trust Indenture, dated as of December 20, 2019, between Harvest Health & Recreation Inc. and Odyssey Trust Company related to 9.25% Senior Secured Notes due December 19, 2022 and 15% Senior Secured Notes due December 19, 2022.

Exhibit 4.5 TRUST INDENTURE DATED AS OF THE 20TH DAY OF DECEMBER, 2019 BETWEEN HARVEST HEALTH & RECREATION INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTES TABLE OF CONTENTS Article 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Meaning of “Outstanding” 33 1.3 Interpretation 33 1.4 Headings, Etc. 34 1.5 Statute Reference 34 1.6 Day not a Business Day 34 1.7 Applicab

Warrant Indenture, dated as of December 20, 2019, between Harvest Health & Recreation Inc. and Odyssey Trust Company.

Exhibit 4.4 HARVEST HEALTH & RECREATION INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of December 20, 2019 TABLE OF CONTENTS Article 1 INTERPRETATION 1 1.1 Definitions. 1 1.2 Gender and Number. 6 1.3 Headings, Etc. 6 1.4 Day not a Business Day. 6 1.5 Time of the Essence. 6 1.6 Monetary References. 6 1.7 Applica

List of Subsidiaries of Harvest Health & Recreation Inc.

Exhibit 21.1 Name of Subsidiary Beneficial Ownership Interest of Harvest Health & Recreation Inc. in Subsidiary Jurisdiction of Formation Parent of Subsidiary Harvest Enterprises, Inc. 100.0 % Delaware Harvest Health & Recreation Inc. AD, LLC 100.0 % Arizona Harvest DCP Banyan Acquisition Corp. 90.0 % Arizona Harvest DCP Banyan Management Holdings, LLC 90.0 % Arizona Banyan Acquisition Corp. Byers

First Amendment to Employment Agreement, dated January 11, 2019, between Harvest Enterprises, Inc. and Steven White.

Exhibit 10. 7 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (“First Amendment”) is entered into as of January 11, 2019, by and between Harvest Enterprises, Inc. (“ Harvest”), and Steven White (“Executive”). Harvest and White previously entered into an Employment Agreement, dated November 15, 2018 (the “Employment Agreement”). Harvest and Executive now desire

Form of Restricted Stock Unit Agreement.

Exhibit 10. 37 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE HARVEST HEALTH & RECREATION INC. 2018 STOCK AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Harvest Health & Recreation Inc. 2018 Stock and Incentive Plan as amended through the date hereof (the “Plan”), Harvest Health & Recreation Inc., a British Columbia corporation (the “Company”) hereb

Membership Interest Contribution Agreement, dated February 18, 2020 by and among Harvest Health & Recreation Inc., Banyan Acquisition Corp., the members of Banyan Management Holdings, LLC, the non-controlling members of Banyan Scientific, LLC, and Kurt D. Merschman.

Exhibit 10.3 0 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MEMBERSHIP INTEREST CONTRIBUTION AGREEMENT by and among HARVEST HEALTH & RECREATION, INC. BANYAN ACQUISITION CORP. The members of BANYAN MANAGEMENT HOLDINGS, LLC THE NON-CONTROLLING MEM

Employment Agreement, dated as of January 9, 2019, between Randy Taylor Consulting, LLC and Kevin George.

Exhibit 10.1 1 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 9, 2019 with an effective date of January 14, 2019 (the “Effective Date”) is entered into by and bet

Agreement and Plan of Merger and Reorganization, dated February 14, 2019, by and among Harvest Health & Recreation Inc., Harvest California Acquisition Corp., Falcon International, Corp. and Falcon’s shareholders.

Exhibit 10.1 3 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Agreement and Plan of Merger and Reorganization By and Among: HARVEST HEALTH & RECREATION, INC., a British Columbia, Canada Corporation Harvest California Acquisition Corp., a Delaware

Second Amendment to Amended and Restated Credit Agreement, dated as of November 19, 2019, by and among Bridging Finance Inc., Harvest Dispensaries, Cultivations & Production Facilities LLC, Harvest Enterprises, Inc., Harvest Health & Recreation and certain of its subsidiaries as guarantors.

Exhibit 10.2 3 EXECUTION VERSION second AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated with effect as of November 19, 2019 and is entered into by and among: HARVEST DISPENSARIES, CULTIVATIONS & PRODUCTION FACILITIES LLC as Co-Borrower - and - HARVEST ENTERPRISES, INC. as Co-Borrower - and - BRIDGING FINA

Employment Agreement, dated June 18, 2019, between Randy Taylor Consulting, LLC and John Cochran.

Exhibit 10. 19 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of June 18, 2019 with an effective date of January 14, 2019 (the “Effective Date”) is entered into by and betwe

Separation Agreement and General Release, dated March 10, 2020, by and between Jason Vedadi and Harvest Health & Recreation Inc.

Exhibit 10.1 0 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and General Release (“Agreement”) is entered into by and between Jason Vedadi (“Vedadi”) and

Put Option Agreement, dated December 20, 2019, between Bridging Finance Inc., Harvest Health & Recreation Inc., Harvest Dispensaries, Cultivations & Production Facilities LLC, and Harvest Enterprises, Inc.

Exhibit 10. 24 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. PUT OPTION AGREEMENT THIS PUT OPTION AGREEMENT is made as of December 20, 2019, BETWEEN: BRIDGING FINANCE INC., (“Bridging”), as agent for any of the funds managed by Bridging a corpora

Membership Interest Purchase Agreement, dated March 26, 2020, by and among FL Holding Company, LLC, Franklin Labs, LLC and (iii) CannaPharmacy, Inc.

EXHIBIT 10. 31 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Membership interest Purchase AGREEMENT by and among FL Holding Company, LLC, Franklin Labs, LLC, and CannaPharmacy, Inc., Dated Effective as of March 26, 2020 Membership interest PURCHA

Separation Agreement and General Release, dated as of June 24, 2020, between Randy Taylor Consulting, LLC and Leo Jaschke.

Exhibit 10. 34 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is entered into by and between Leo Jaschke (“You”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation (collectively, “Company”). RECITALS A. Your employment with the Company is ending, effective June 26, 2020

Form of 7% Unsecured Convertible Debenture, dated May 10, 2019, by Harvest Health & Recreation Inc. in favor of the Lenders thereto.

Exhibit 4.2 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ●. HARVEST HEALTH & RECREATION INC. FORM OF 7.00% UNSECURED CONVERTIBLE DEBENT

Amended and Restated Credit Agreement, dated as of July 26, 2019, by and between Bridging Finance Inc., Harvest Dispensaries, Cultivations & Production Facilities LLC, Harvest Enterprises, Inc., and certain subsidiaries of Harvest Health & Recreation Inc. as guarantors.

Exhibit 10.21 Execution Version Amended and Restated Credit Agreement Dated as of July 26, 2019 This Amended and Restated Credit Agreement (as amended, restated, replaced, extended or supplemented from time to time, this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between Bridging Finance Inc. as agent (the “Agent”) for certain lenders from time

First Amendment to Employment Agreement, dated as of May 11, 2019, between Randy Taylor Consulting, LLC and Kevin George.

Exhibit 10.1 2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (“First Amendment”) is entered into as of May 11, 2019, by and between Randy Taylor Consulting, LLC (“Company”) and Kevin George (“Executive”), collectively referred to as the “Parties.” WHEREAS, Company and Executive previously entered into an Employment Agreement, dated January 14, 2019 (the “Empl

Employment Agreement, dated November 15, 2018, between Harvest Enterprises, Inc. and Touraj Jason Vedadi.

Exhibit 10. 8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 15th day of November 2018, by and between Harvest Enterprises, Inc., a Delaware corporation (the “Company”), and Jason Vedadi (the “Executive”), effective as of November 15, 2018 (the “Effective Date”). WHEREAS, the Executive is currently the Executive Chairman of the Company; and WHEREAS, the Company desir

Amended and Restated Articles of Harvest Health & Recreation Inc. adopted as of September 11, 2020.

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF HARVEST HEALTH & RECREATION INC. INDEX TO THE AMENDED AND RESTATED ARTICLES OF HARVEST HEALTH & RECREATION INC. PART ARTICLE SUBJECT 1. INTERPRETATION 1.1 Definitions 1.2 Business Corporations Act and Interpretation Act Definitions Applicable 2. SHARES AND SHARE CERTIFICATES 2.1 Authorized Share Structure 2.2 Form of Share Certificate 2.3 Shareholder En

Purchase Agreement, dated June 22, 2020, by and among HHI Acquisition Corp., Hightimes Holding Corp., Harvest Enterprises, Inc., Harvest of California LLC and Harvest Health & Recreation Inc.

Exhibit 10. 33 June 22, 2020 VIA ELECTRONIC MAIL CONFIDENTIAL Harvest Health & Recreation, Inc. 1155 West Rio Salado Parkway Suite 201 Tempe, AZ 85281 Attn: Steve White, CEO Re: Purchase Agreement Gentlemen: This purchase agreement (“Purchase Agreement”), dated as of the date first set forth above (the “Effective Date”) sets forth the terms and conditions of a transaction (the Transaction”) pursua

Membership Interest Purchase Agreement, dated December 31, 2019, by and among Harvest Cheyenne Holdings LLC, GreenMart of Nevada LLC, F&L Investments LLC, MJAR Holdings Corp., and MJardin Group, Inc.

Exhibit 10. 27 Execution Version CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Harvest Cheyenne Holdings LLC; GreenMart of Nevada LLC; F&L Investments LLC; MJAR Holdings Corp.; and MJardin Group

Acknowledgement by Bridging Finance Inc. dated December 31, 2019 regarding Put Option Agreement dated December 20, 2019.

Exhibit 10. 25 ACKNOWLEDGEMENT TO: HARVEST HEALTH & RECREATION INC. (“HHR”) HARVEST DISPENSARIES, CULTIVATIONS & PRODUCTION FACILITIES LLC (“Harvest DCP”) HARVEST ENTERPRISES, INC. (“Enterprises”) RE: Put Option agreement (the “Agreement”) dated December 20, 2019, between Bridging Finance Inc., HHR, Harvest DCP and Enterprises The undersigned hereby acknowledges and confirms that: 1. Capitalized t

Separation Agreement and General Release, dated December 20, 2019, between Randy Taylor Consulting, LLC and John Cochran.

Exhibit 10. 20 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is entered into by and between John Cochran (“You”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation (the “Company”) (collectively, the “parties”). RECITALS A. The parties entered into that certain Employmen

Promissory Note, dated June 7, 2019, issued by Falcon International Corp. and its subsidiaries to Harvest Enterprises, Inc. in the principal amount of $40,353,881.12.

Exhibit 10. 16 EXECUTION COPY CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SECURED PROMISSORY NOTE $40,353,881.12 June 7, 2019 FOR VALUE RECEIVED, each of Falcon International, Corp., a Delaware corporation (“Falcon International”) and each of i

First Amendment to Agreement and Plan of Merger and Reorganization, dated June 7, 2019, by and among Harvest Health & Recreation Inc., Harvest California Acquisition Corp., Falcon International, Corp. and Falcon’s shareholders.

Exhibit 10. 15 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Amendment”) is made effective as of June 7, 2019 (the “First Amendment Effective Date”) by and among HARVEST HEALTH & RECREATION, INC., a corporation organized under the laws of British Columbia, Canada (the “Parent”), HARVEST CALIFORNIA AC

Amended and Restated Share Exchange Agreement, dated October 25, 2018 by and among Harvest FINCO, Inc., San Felasco Nurseries, Inc., Certain Shareholders of San Felasco Nurseries, Inc. and Marc Meisel.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Execution Version AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT by and among Harvest FINCO, Inc., f/k/a Harvest Enterprises, Inc.; San Felasco Nurseries, Inc.; Certain Shareholders of San

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARVEST HEALTH & RECREATION INC. (Exact name of registrant as specified in its charter) British Columbia 84-3264202 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identi

Harvest Health and Recreation Inc. 2018 Stock and Incentive Plan.

Exhibit 10. 35 Harvest HEALTH & RECREATION Inc. 2018 stock and INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: 2018 APPROVED BY THE COMPANY’S SHAREHOLDERS: 2018 Section 1. Purpose The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and Non-Employee Directors capable of

Agreement and Plan of Merger and Reorganization, dated March 10, 2020, by and among Harvest Health & Recreation Inc., ICG Acquisition Corp., Interurban Capital Group Inc. and Fertile Valley LLC.

Exhibit 10. 32 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among HARVEST HEALTH & RECREATION, INC.; ICG ACQUISITION CORP.; AND INTERURBAN CAPITAL GROUP, INC. and FERTILE V

Business Combination Agreement, dated November 14, 2018, by and among Rockbridge Resources Inc., 1185928 B.C. Ltd., Harvest Enterprises Inc., Harvest FINCO, Inc. and HVST Finco (Canada) Inc.

Exhibit 10.3 BUSINESS COMBINATION AGREEMENT BETWEEN: ROCKBRIDGE RESOURCES INC. - and - HARVEST ENTERPRISES, INC. - and - HARVEST FINCO, INC. - and - HVST FINCO (CANADA) INC. - and – 1185928 B.C. LTD. Dated November 14, 2018 TABLE OF CONTENTS Article I GENERAL 2 1.1 Defined Terms 2 1.2 Pre-Business Combination – Consolidation, Name Change, Reclassification and Creation of Shares 2 1.3 Business Comb

Amendment No. 1 to Membership Interest Purchase Agreement, dated February 28, 2020, by and among Harvest Cheyenne Holdings LLC, GreenMart of Nevada LLC, F&L Investments LLC, MJAR Holdings Corp., and MJardin Group, Inc.

Exhibit 10. 28 AMENDMENT NO. 1 TO Membership Interest PURCHASE AGREEMENT This Amendment No. 1 (this “Amendment”) to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of December 31, 2019, by and among Harvest Cheyenne Holdings LLC, a Nevada limited liability company (“Buyer”), GreenMart of Nevada LLC, a Nevada limited liability company (the “Company”), F&L Investments

Assignment and Assumption Agreement – Amended and Restated Share Exchange Agreement, dated November 20, 2018 by and among Harvest FINCO, Inc., Harvest Health & Recreation Inc., San Felasco Nurseries, Inc., Certain Shareholders of San Felasco Nurseries, Inc. and Marc Meisel.

Exhibit 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT Dated as of November 20, 2018 This Assignment and Assumption Agreement (the “Assignment”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Harvest FINCO, Inc., a Delaware corporation previously named Harvest Enterprises, Inc. (“Buyer”), Harvest Health & R

Business Combination Agreement, dated April 22, 2019, between Harvest Health & Recreation Inc., Verano Holdings LLC, 1204899 B.C. LTD. and 1204599 B.C. LTD.

Exhibit 10. 17 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BUSINESS COMBINATION AGREEMENT by and among HARVEST HEALTH & RECREATION INC. VERANO HOLDINGS, LLC 1204899 B.C. LTD. and 1204599 B.C. LTD. dated as of April 22, 2019 ARTICLE 1 DEFINITION

Contribution and Exchange Agreement, dated November 14, 2018, by and among the Members of CBx Enterprises LLC, Jeffrey Giarraputo and Harvest Health & Recreation Inc.

Exhibit 10. 4 Execution CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF NOVEMBER 14, 2018 BY AND AMONG THE MEMBERS OF CBx ENTERPRISES LLC, JEFFREY GIARRAPUTO, AS SELLERS REPRESENTATIVE, AND HARVEST HE