Item 1.01 Entry into a Material Definition Agreement.

On March 23, 2022, Columbia Care Inc. ("Columbia Care") entered into a fifth supplemental indenture with Odyssey Trust Company (the "Fifth Supplemental Indenture"). Columbia Care entered into a trust indenture with the Trustee dated as of May 14, 2020, as supplemented by a first supplemental trust indenture dated as of June 19, 2020, a second supplemental trust indenture dated as of June 29, 2021, a third supplemental indenture dated as of February 2, 2022 and a fourth supplemental indenture dated as of February 3, 2022 (together, the "Indenture"). The Fifth Supplemental Indenture amends the Indenture to reflect the Company's change in accounting principles from International Financial Reporting Standards ("IFRS") to the generally accepted accounting principles applicable to the United States of America ("GAAP").

The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Supplemental Indenture, which is attached hereto as Exhibit 4.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.       Description

4.1           Fifth Supplemental Indenture dated May 5, 2022 between Columbia Care
            Inc. and Odyssey Trust Company

104         Cover page Interactive data file (embedded with in the inline XBRL
            document)

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