MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020.

This management discussion and analysis ("MD&A") of the financial condition and results of operations of Cresco Labs Inc. (the "Company" or "Cresco Labs") is for the three months ended March 31, 2021 and 2020. The Company's interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Prior period amounts included in the MD&A have been recast and adjusted to update for historical changes necessary to present the financial results in accordance with U.S. GAAP. It is supplemental to, and should be read in conjunction with, the Company's audited Consolidated Financial Statements and accompanying notes as of and for the years ended December 31, 2020 and 2019 prepared in accordance with International Financial Reporting Standards ("IFRS") previously filed on SEDAR. Financial information presented in this MD&A is presented in United States dollars ("$"), unless otherwise indicated. The three months ended data presented below is unaudited.

The Company has provided certain supplemental non-GAAP financial measures in this MD&A. Where the Company has provided such non-GAAP financial measures, we have also provided a reconciliation to the most comparable U.S. GAAP financial measure. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the U.S. GAAP financial measures presented herein. Please see the information under the header "Non-GAAP Financial Measures" for additional information on the Company's use of non-GAAP financial measures and, the reasons therefore.

This MD&A contains certain "forward-looking statements" and certain "forward-looking information" as defined under applicable United States securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading "Cautionary Note Regarding Forward Looking Information," located at the beginning of the Company's Annual Information Form for the year ended December 31, 2020, filed on SEDAR. As a result of many factors, the Company's actual results may differ materially from those anticipated in these forward- looking statements and information. Please refer to the discussion of risks and uncertainties set out under the heading "Risk Factors," located within the Company's Annual Information Form for the year ended December 31, 2020, filed on SEDAR and other filings the Company makes on SEDAR.

OVERVIEW OF THE COMPANY

Cresco Labs Inc. (the "Company" or "Cresco Labs") was incorporated in the Province of British Columbia and is licensed to cultivate, manufacture and sell cannabis and cannabis products. The Company operates in and/or has ownership interests in Illinois, Pennsylvania, Ohio, California, Nevada, Arizona, Maryland, Massachusetts, New York, Michigan, and Florida.

Cresco Labs is primarily engaged in the business of cultivating medical grade cannabis, manufacturing medical grade products derived from cannabis cultivation, and distributing such products to medical or adult-use consumers in legalized cannabis markets. Cresco Labs exists to provide high-quality and consistent cannabis-based products to consumers. Cresco Labs' business focuses on regulatory compliance while working to develop condition-specific strains of cannabis and non-invasive delivery methods (alternatives to smoke inhalation) to provide controlled- dosage medicinal cannabis relief to qualified patients and consumers in legalized cannabis markets. The Company currently operates three (3) medical and adult-use cannabis cultivation and manufacturing centers and ten (10) dispensary locations in Illinois; one (1) medical cannabis cultivation and manufacturing center and three (3) dispensary locations in Pennsylvania; one (1) medical cannabis cultivation center and five (5) dispensary location in Ohio; three (3) cultivation centers, one (1) manufacturing facility and two (2) distribution facilities in California; one

  1. cultivation center and one (1) cultivation and manufacturing center and dispensary location in Arizona; one (1) processing center in Maryland; one (1) medical cannabis manufacturing center and four (4) dispensary locations in New York; one (1) cultivation and manufacturing center and dispensary in Massachusetts; one (1) processing facility in Michigan; eight (8) dispensary locations and one (1) medical cannabis cultivation and manufacturing center in Florida. For additional information on wholly-owned or effectively controlled subsidiaries and affiliates of Cresco Labs, refer to Note 2 under the heading "Basis of Consolidation" of the Company's Consolidated Financial

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Statements for the years ended December 31, 2020 and 2019.

During 2019, the Company announced a new dispensary brand, Sunnyside*, created to accelerate industry growth and shift consumer expectations and perceptions around shopping for cannabis from intimidation and doubt to curiosity and acceptance through a new trial and marketing approach. During 2020, five (5) Sunnyside* dispensaries opened in the Illinois market, four (4) dispensaries were rebranded as Sunnyside* in New York, one (1) dispensary was rebranded as Sunnyside* in Arizona, one (1) dispensary was rebranded as Sunnyside* in Massachusetts, and three (3) dispensaries were rebranded as Sunnyside* in Pennsylvania. Cresco Labs' portfolio of owned cannabis consumer packaged goods includes CrescoTM, Cresco ReserveTM, High SupplyTM, Mindy'sTM, Good NewsTM, RemediTM, Wonder Wellness Co.TM and FloraCalR Farms. The Company distributes and markets these products primarily to third-party licensed retail cannabis stores across the United States as well as to Cresco Labs-owned retail stores. During 2021, the Company closed its acquisition of four (4) dispensaries in Ohio previously operated by Verdant Creations, LLC and its affiliates (collectively "Verdant").

Cresco Labs is currently located at Suite 110, 400 W. Erie St, Chicago, IL 60654 and employs approximately 2,700 people, while being named as a "Top Diversity Employer" by Diversity Jobs in 2021.

Issuing IPO, Reverse Takeover & Corporate Structure

The Company (then Randsburg Gold Corporation) was incorporated in the Province of British Columbia under the Company Act (British Columbia) on July 6, 1990. On December 30, 1997, the Company changed its name from Randsburg Gold Corporation to Randsburg International Gold Corp. ("Randsburg") and consolidated its common shares on a five (5) old for one (1) new basis. On November 30, 2018, in connection with the Reverse Takeover, the Company (i) consolidated its outstanding Randsburg common shares on an 812.63 old for one (1) new basis, and

  1. filed an alteration to its Notice of Articles with the British Columbia Registrar of Companies to change its name from Randsburg to Cresco Labs Inc. and to amend the rights and restrictions of its existing class of common shares, redesignate such class as the class of Subordinate Voting Shares ("SVS") and create the Proportionate Voting Shares and the Super Voting Shares.

Pursuant to the Transaction, among the Company (then Randsburg) and Cresco Labs, LLC, a series of transactions were completed on November 30, 2018 resulting in a reorganization of Cresco Labs and Randsburg in which Randsburg became the indirect parent and sole voting unitholder of Cresco Labs. The transaction constituted a reverse takeover of Randsburg by Cresco Labs under applicable securities laws. Cresco Labs was formed as a limited liability company under the laws of the state of Illinois on October 8, 2013 and is governed by the Pre- Combination LLC Agreement. The Pre-Combination LLC Agreement was further amended and restated in connection with the completion of the Transaction. The Company's registered office is located at Suite 2200, 1055 West Hastings Street, Vancouver, BC V6E 2E9.

Set forth below is the organization chart of the Company.

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Recent Developments

On February 2, 2020, the Company closed on a senior secured term loan agreement (the "Term Loan") for an aggregate principal amount of $100.0 million, with the mutual option to increase the principal amount to $200.0 million. The Tranche A and Tranche B Commitments had a stated maturity of July 2021 and January 2022, respectively.

In conjunction with its January 8, 2020 acquisition of CannaRoyalty Corp. d/b/a Origin House ("Origin House"), the Company recorded a short-term liability with Opaskwayak Cree Nation (the "OCN Loan") with an aggregate balance of $22.0 million in Canadian dollars as of the acquisition date, subject to a 10.0% interest rate and a stated maturity of June 2020. During the year ended December 31, 2020, the OCN Loan was amended to extend the maturity date to June 30, 2021.

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On December 11, 2020, the Company entered into an amendment to extend the maturity of the Term Loan and exercised the option to increase the principal amount to $200.0 million (the "Amended Term Loan"). The Amended Term Loan includes principal amounts of $11.7 million, subject to a 12.7% interest rate and a stated maturity of July 2021, and $91.0 million, subject to a 12.0% interest rate and a stated maturity of January 2023, including the conversion of $15.0 million of the OCN loan to the long-term portion of the Amended Term Loan, with the remaining $5.4 million settled in conjunction with the closing of the Amended Term Loan.

On January 14, 2021, the Company announced the commencement of a best efforts overnight marketed offering (the "January 2021 Offering") of SVS. On January 15, 2021, the Company closed the January 2021 Offering of 9.9 million SVS at a price of C$16.00 per share for total gross proceeds of approximately $125.0 million. The SVS were offered in each of the Provinces of Canada, other than Québec, pursuant to a prospectus supplement dated January 19, 2021 to the Company's base shelf prospectus dated July 25, 2019 and in the United States on a private placement basis to "qualified institutional buyers."

On January 13, 2021, the Company filed a Form 40-F with the United States ("U.S.") Securities and Exchange Commission ("SEC").

On January 14, 2021, the Company entered into a definitive agreement with Bluma Wellness Inc. ("Bluma") (the "Bluma Agreement"), pursuant to which Cresco Labs will acquire all of the issued and outstanding shares of Bluma in an all-share transaction that values Bluma at an equity value of $213 million (the "Bluma Transaction"), or $1.12 per Bluma share. Under the terms of the Bluma Agreement, holders of common shares of Bluma will receive 0.0859 subordinate voting shares of Cresco Labs for each Bluma share. On March 15, 2021, Cresco Labs agreed to extend $7.5 million to One Plant Florida ("One Plant"), Bluma's operating subsidiary. The proceeds of the loan will be used for the expansion of One Plant's operations in Florida and to satisfy tax liabilities relating to the settlement of vested restricted share units. The acquisition closed on April 14, 2021.

On March 1, 2021, the Company filed and received a receipt for a preliminary short form base shelf prospectus (the "Shelf Prospectus") with the securities commissions in each of the provinces of Canada, except Québec, and filed a corresponding shelf registration statement on Form F-10 (the "Registration Statement") with the SEC under the U.S./Canada Multijurisdictional Disclosure System ("MJDS"). The Shelf Prospectus and Registration Statement, was made effective on April 23, 2021 and will allow the Company to offer up to $1.0 billion SVS, debt securities, subscription receipts, warrants, and units, or any combination thereof, from time to time during the 25-month period that the 2021 Shelf Prospectus is effective (subject to MJDS eligibility). The Company filed the 2021 Shelf Prospectus in order to maintain financial strength and flexibility.

On March 18, 2021, the Company entered into a definitive agreement to acquire all of the issued and outstanding equity interests in Cultivate Licensing LLC and BL Real Estate LLC (collectively, "Cultivate"), a vertically integrated Massachusetts operator, for maximum consideration of up to $158.0 million (the "Purchase Price"). A portion of the Purchase Price is payable upon closing of $15.0 million cash consideration and Cresco Labs shares having an equity value equal to $75.0 million. The remaining portion of the Purchase Price will be structured as an earnout of up to $68.0 million in which approximately 12.5% of earnout payments shall be paid in cash and the remaining portion satisfied through issuance of Cresco Labs shares (the "Cultivate Transaction"). The Cultivate Transaction is expected to close in the fourth quarter of 2021.

On March 30, 2021, the Company completed the divestiture of all of its equity interest in the 180 Smoke business ("180 Smoke") and related intercompany receivables to Spyder Cannabis Inc. and Plant-Based Investment Corp. for approximately $1.1 million, after certain adjustments. The sale resulted in a loss of $3.3 million, plus an additional loss of $0.3 million for accumulated foreign currency translation loss previously included in Other comprehensive loss.

On April 26, 2021, the Company announced a final base shelf prospectus, replacing the Company's prior shelf prospectus, has been receipted with the securities commissions in each of the provinces of Canada. A corresponding registration statement on Form F-10 has been deemed effective by the U.S. Securities and Exchange Commission under the U.S./Canada MJDS. Additionally, the Company announced a new equity distribution agreement with Canaccord Genuity Corp. to replace the equity distribution agreement filed on December 2019 due to the expiration

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of the prior shelf prospectus. Pursuant to this agreement, the Company may, from time to time, sell up to $100 million of its subordinate voting shares in Canada.

Federal Regulatory Environment

Canadian-Securities Administrators Staff Notice 51-352 (Revised) - Issuers with U.S. Marijuana-Related Activities ("Staff Notice 51-352") provides specific disclosure expectations for issuers that currently have, or are in the process of developing, cannabis-related activities in the United States as permitted within a particular state's regulatory framework. All issuers with United States cannabis-related activities are expected to clearly and prominently disclose certain prescribed information in prospectus filings and other required disclosure documents.

In accordance with Staff Notice 51-352, Cresco Labs will evaluate, monitor and reassess the disclosure contained herein, and any related risks, on an ongoing basis and the same will be supplemented, amended and communicated to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding marijuana regulation. As a result of the Company's operations, it is subject to Staff Notice 51-352 and accordingly provides the following disclosure:

Cresco Labs currently directly derives a substantial portion of its revenues from the cannabis industry in certain U.S. states, which industry is illegal under U.S. Federal Law. As of March 31, 2021, the Company is directly involved (through licensed subsidiaries) in both the adult-use and medical cannabis industry in the states of Illinois, Pennsylvania, Ohio, Arizona, Maryland, California, Michigan, New York and Massachusetts as permitted within such states under applicable state law which states have regulated such industries.

The cultivation, sale and use of cannabis is illegal under federal law pursuant to the U.S. Controlled Substance Act of 1970 (the "CSA"). Under the CSA, the policies and regulations of the U.S. Federal Government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. The Supremacy Clause of the U.S. Constitution establishes that the U.S. Constitution and federal laws made pursuant to it are paramount and in case of conflict between federal and state law, the federal law shall apply.

On January 4, 2018, former U.S. Attorney General Jeff Sessions issued a memorandum to U.S. district attorneys which rescinded previous guidance from the U.S. Department of Justice specific to cannabis enforcement in the United States, including the Cole Memo. The Cole Memo previously provided guidance to prioritize a limited scope of federal enforcement including the prevention of the distribution of marijuana to minors, revenue from the sale of marijuana from going to criminal enterprises, diversion of marijuana from states where it is legal under state law in some form to other states, state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity, violence and the use of firearms in the cultivation and distribution of marijuana, drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use, the growing of marijuana on public lands and marijuana possession or use on federal property. With the Cole Memo rescinded, U.S. federal prosecutors have been given discretion in determining whether to prosecute cannabis-related violations of U.S. Federal Law. If the Department of Justice policy was to aggressively pursue financiers or equity owners of cannabis-related business, and United States Attorneys followed such Department of Justice policies through pursuing prosecutions, then the Company could face (i) seizure of its cash and other assets used to support or derived from its cannabis subsidiaries and (ii) the arrest of its employees, directors, officers, managers and investors, who could face charges of ancillary criminal violations of the CSA for aiding and abetting and conspiring to violate the CSA by virtue of providing financial support to state-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis. Additionally, as has recently been affirmed by U.S. Customs and Border Protection, employees, directors, officers, managers and investors of the Company who are not U.S. citizens face the risk of being barred from entry into the United States for life. The Rohrabacher-Farr amendment (also known as the Rohrabacher-Blumenauer amendment) prohibits the Justice Department from spending funds to interfere with the implementation of state medical cannabis laws. It first passed the House in May 2014 becoming law in December 2014 as part of an omnibus spending bill. The passage of the amendment was the first time either chamber of Congress had voted to protect medical cannabis patients and is viewed as a historic victory for cannabis reform advocates at the federal level. The amendment does not change the

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Cresco Labs Inc. published this content on 04 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2022 16:55:03 UTC.