OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022

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OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
OTCQX SHWZ
NEO SHWZ

             CORPORATE PRESENTATION | APRIL 2022

                                                   1
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
SAFE HARBOR

This presentation contains “forward-looking statements” within the meaning of the Private              states, open new dispensaries, and offer new products, services and other offerings; the U.S.
Securities Litigation Reform Act of 1995.     Forward-looking statements can be identified by          federal government’s enforcement priorities regarding the cannabis industry; changes in laws
words such as “believes,” “plan”, “expects,” “anticipates,” “will,” “should,” ”positioned” and words   and regulations applicable to cannabis and the cannabis industry, including the classification
of similar import. Examples of forward-looking statements include, among others, statements            of cannabis as a Schedule I controlled substance under the Controlled Substances Act and
regarding Medicine Man Technologies, Inc.’s dba Schwazze (the “Company”) operations,                   Section 208E of the Internal Revenue Code of 1986, as amended; and the demand for cannabis
financial performance, business or financial strategies, or achievements.                              products. Any forward-looking statement in this presentation is based only on information
                                                                                                       currently available to the Company and speaks only as of the date of this presentation. The
Forward-looking statements are neither historical facts or assurances of future results of
                                                                                                       Company disclaims any obligation to update any forward-looking statement or to announce
performance. Instead, they are based only on the Company’s current beliefs, expectations and
                                                                                                       publicly the results of any revisions to any forward-looking statement to reflect future events
assumptions regarding the future of the Company’s business, future plans and strategies,
                                                                                                       or developments except as required by law.
projections, anticipated events and trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties,           The unaudited preliminary pro forma results, projections and other financial information
risks and changes in circumstances that are difficult to predict and many of which are outside         discussed in this presentation consists of estimates derived from the Company’s and the
of the Company’s control. Actual outcomes and results and the Company’s financial                      acquisitions targets’ internal books and records and are based on various assumptions that
performance and condition may differ materially from those indicated in the forward-looking            have been prepared and made by the Company’s management. Such financial information is
statements. Therefore, you should not rely on any of these forward-looking statements.                 subject to the completion of financial closing procedures, final adjustments and other
                                                                                                       developments that may arise between now and the time such financial information is
Important factors that could cause actual results and financial conditions to differ materially
                                                                                                       finalized. Further, the assumptions used in developing such financial information are subject
from those indicated in the forward-looking statements include, among others, the following:
                                                                                                       to significant uncertainties and contingencies and may not prove to be correct. Therefore,
The Company’s ability to finance any of its proposed acquisitions; the Company’s ability to
                                                                                                       actual results may differ materially from such financial information and such financial
close on any of its proposed acquisitions; the Company’s ability to successfully integrate and
                                                                                                       information is subject to change.
achieve synergies and its objectives with respect to any of its proposed acquisitions; the
Company’s ability to successfully execute its business, financial and growth strategies; the
Company’s ability to successfully identify future acquisition targets, expand into additional

OTCQX:SHWZ | NEO:SHWZ                                                                                                                                                                                    2
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
We are a Leading,
VERTICALLY INTEGRATED
Retail Operator Driving
BRAND DEVELOPMENT
with a REGIONAL Focus

                          3
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
AT A GLANCE
                                                                                            33 Dispensaries1

                                                                                 RETAIL     #1 IN COLORADO
                                                                                            #2 IN NEW MEXICO

                                                                                            115K ft2 Indoor           7 Grows

      HEADQUARTERS
                                                                             CULTIVATION1   35 Acres Outdoor          in CO & NM
                                                                                            60K ft2 Hoop Houses
      Denver, Colorado

  Operating in Colorado
                                                                                            13,000 ft2 manufacturing facilities
    and New Mexico                                                        MANUFACTURING     1 in Colorado and 1 in New Mexico

OTCQX:SHWZ | NEO:SHWZ   Note:   1   Includes all announced transactions                                                            44
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
CANNABIS TODAY

                                                 Well positioned to
                                                 take advantage of a
                                                 hypergrowth industry

                                                  18                            45%
                                                  States where                  of the U.S. Population
                                                  Cannabis is                   Living in Recreationally
                                                  Legal Recreationally 1        Legal States

                                                  18% 11%
                                                  ANNUAL        MONTHLY

                                                  U.S. Cannabis Use Incidence

Note:   1 As of November 2021

OTCQX:SHWZ | NEO:SHWZ                                                                                      5
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
THE STRATEGY

                  Our goal is to create value by becoming number 1 in the markets
                  we serve as premium retailers and memorable brands creators.

 GO DEEP                        RUN                     DRIVE PRODUCT               MEASURE
  IN RETAIL                      LEAN                    BRANDS                      AND MANAGE

 Diversified, focused,         Allocate the right      Market our products          Meticulously collect
 growing asset portfolio       products at the right   into premium brands,         and analyze data for maximum
 in Colorado and               price                   to create and consolidate    efficiency
 New Mexico                                            the Schwazze House

OTCQX:SHWZ | NEO:SHWZ                                                                                              6
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
GOING DEEP WHAT IT IS & WHY IT MATTERS

                 Consumer Choice       Geographic Coverage

               Sales Volume                   Density

                              Stores    Shelf Space
Source: BDSA

OTCQX:SHWZ | NEO:SHWZ                                        7
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
OUR HOUSE OF BRANDS

>30% market share                                                                                          17 dispensaries
                                                  3 grows in CO & 4 in NM

   COLORADO                                            COLORADO                                             COLORADO
 & NEW MEXICO                                        & NEW MEXICO

                    2 dispensaries in CO - more                             10 dispensaries in NM - more
                          to be rebranded                                          to be rebranded

                           COLORADO                                                NEW MEXICO

                                                                                                                             8
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
NEW MEXICO
                           EXPECTED GROWTH 300%1 BY 2026
 R. Greenleaf Dispensaries
 Elemental Kitchen &
 Laboratories, LLC
 Medzen Services Inc.

                     MANUFACTURING                                                                RETAIL
                                                1 Facility                                        10 Retail Locations
                                    6K ft2 Manufacturing                                          26K+ ft2

                                                                     26K+ ft2 of Cannabis Production
                                                       CULTIVATION   65K ft2 incremental being developed
Note: 1   BDSA estimates 300% growth by 2026

OTCQX:SHWZ | NEO:SHWZ                                                                                                   9
OTCQX SHWZ NEO SHWZ - CORPORATE PRESENTATION | APRIL 2022
SUPER REGIONAL
                FOOTPRINT                                                                 SPRING 2020

                                                                                           SPRING 2022

             COLORADO                                         NEW MEXICO
Cannabis Retail Sales (2020)   $2.2B   Cannabis Retail Sales (2020)*             ~$200M
12M Incidence (18+)            ~27%    12M Incidence (18+)                        ~21%
Population                     5.8M    Population                                 2.1M
Increase Since 2010:           13%     Increase Since 2010:                       3%
                                       * Transition to adult use by April 2022
OTCQX:SHWZ | NEO:SHWZ                                                                                    10
WHY BRANDS MATTER

  Enterprise Value / 2022 Adjusted EBITDA (Consensus)
  ($ in billions)

            SCHWAZZE                                                                                BRANDED CPG                                                       PRIVATE LABEL

                           28.3x
                                   27.0x
                                                   23.0x
                                                                  21.2x
                                                                                    19.9x   19.3x   18.7x   18.4x
                                                                                                                    16.7x   16.0x   15.8x
                                                                                                                                            14.5x   13.7x
                                                                                                                                                                    12.0x   11.5x
                                                                                                                                                             9.5x                     9.6x   9.
                    7.6x

   Market
                    $0.3   $142    $33            $281             $96              $200    $119    $382    $239    $54     $93     $47     $43     $346    $116    $17     $3        $2     $
     Cap

             CY 2022 ADJ. EBITDA & MARGIN (CONSENSUS)

                    $0.1   $4.8    $1.3          $13.7            $4.7              $10.5   $6.8    $21.8   $15.0   $3.8    $7.0    $3.4    $3.7    $27.2   $18.7   $2.2    $0.2      $0.4   $0
                    27%    44%     33%            33%             24%               24%     35%     27%     18%     32%     21%     37%     20%     34%     34%     19%     11%       19%    8%

OTCQX:SHWZ | NEO:SHWZ              Source: Company filings, FactSet as of 4/13/22
                                                                                                                                                                                        11
BRAND BUILDING SUCCESS
                                   3RD Party Success Story

                                                                                          BRAND                                 20% Improvement Jan – Dec 21

                                                                                          PROMOTION                             Product B Continues to be Dominant
                   45 %

                                                                                                                                               41.93%
                   40%

                             Product A
                   3 5%
                             Declined
                                                                                                                             30.89%                       31.15%     30.96%
                                                                  29.64%                        28.91%   29.31%   30.14%
   % Improvement

                   3 0%                         28.03%                      27.97%
                                       27.61%
                          29.40%                         25.97%                       25.41%
                                                                  23.88%                        24.46%   24.43%
                   25%
                                                                                                                    22.65%
                                       21.32%   20.77%   20.84%            25.28%    24.98%                                      21.23%
                                                                                                                                                        19.41%     18.87%
                   20%
                          15.45%
                                                                                                                                          15.01%

                   15 %

                   10 %      Product B
                             Promoted
                    5%

                    0%
                          Jan-21      Feb-21    Mar-21   Apr-21   May-21   Jun-21     Jul -21   Aug-21   Sep-21    Oct-21       Nov-21    Dec-21        Jan-22     Feb-22

OTCQX:SHWZ | NEO:SHWZ                                                                                                                                                         12
BRAND BUILDING SUCCESS

                                                                                                                                    10%
                                                                                                               27%
                        27%                                                                                                    of Category Sold
                                                                                               One time                        by Internal Brand
                                                                                              promotion
                        22%
   % of Category Sold

                                                                                        20%                                  20%
                                                                                                        20%

                                                                           17%
                        17%                                     16%

                               13%

                        12%                11%
                                                    10%

                        7%
                              6/1/2021   7/1/2021   8/1/2021   9/1/2021   10/1/2021   11/1/2021   12/1/2021   1/1/2022   2/1/2022

OTCQX:SHWZ | NEO:SHWZ                                                                                                                              13
PURPLEBEE’S MANUFACTURING
                                    PRODUCTION IMPROVEMENT
                                    Manufacturing Impact Bulk Output
                                                                                                             189%
                                                                                                           Increase in Bulk
                                                                                     858.9
                                                                                                        Output Since Apr. 2020
                            850.0                                                                            Acquisition

                                    Acquisition
   Total FG Produced (kg)

                            750.0                                                               717.4

                            650.0                               628.0
                                                                         592.2

                            550.0     529.7

                            450.0

                                                   414.6
                            350.0
                                     2020 Q3      2020 Q4      2021 Q1    2021 Q2   2021 Q3   2021 Q4

OTCQX:SHWZ | NEO:SHWZ                                                                                                            14
MESA ORGANICS
                        OPERATING PLAYBOOK
                        Retail Impact – Gross Margin
                                                                                                     370bps
                56%                                                 55.3%                           Improvement in
                              Acquisition                                                          Gross Margin Since
                                                                                                  April 2020 Acquisition
                54%
                                                                              54.1%

                52%
                                                                                        52.4%
 Gross Margin

                50%                   50.5%        50.7%

                48%   48.7%

                46%

                44%
                        2020 Q3      2020 Q4       2021 Q1          2021 Q2   2021 Q3   2021 Q4
                                                             GM %

OTCQX:SHWZ | NEO:SHWZ                                                                                                      15
STARBUDS
                      OPERATING PLAYBOOK
                                                                                                   490 bps
                      Retail Impact – Gross Margin

                                       Acquisition
                                                                                                  Increase in Gross
                57%                                                                             Margin Since Dec. 2020
                                                 56.0%                                               Acquisition
                56%
                                                                            56.3%     56.3%
                55%
                                                                  55.3%
 Gross Margin

                54%

                53%

                52%
                                      52.1%
                51%    51.4%
                50%

                49%

                48%
                      2020 Q3      2020 Q4       2021 Q1          2021 Q2   2021 Q3   2021 Q4
                                                           GM %

OTCQX:SHWZ | NEO:SHWZ                                                                                                    16
COGS MANAGEMENT
                                OPERATING PLAYBOOK
                                                                                                                                                                            2      %
                  5 9.0%                                                                                                                                                   Reduction                                   10 .0%
                                                                                                                                                                                                  58.5%
                                                                                                                                                                            in COGS                         58.3%
                                                                                                                                                                                                                       9.0 %
                  5 8.0%                                                                                                                                                                                        8.8%
                                                                                                                                                                                                                       8.0 %

                  5 7. 0%
                             56.8%                    Gross Margin as a %                                                   56.8%                                       56.8%
                                                                                                                                                                                                                       7.0%
                                                      of Total COGS / Month

                                                                                                                                                                                                                                COGS Reductions
                                                                                                                                            56.2%                                  56.2%
   Gross Margin

                                                                                                                                                                                                                       6.0 %
                  5 6.0%                                                         55.7%
                                                                                                   55.6%                                                 55.5%
                                          55.5%                                                                                                                                                4.9%
                                                                                                                                                                                       4.7%                            5 .0%
                                                          54.8%
                  5 5. 0%
                                                                                                                                                                                                                       4. 0%

                  5 4.0%                                                                                                                                                                                               3 .0%
                                                                                                                                            2.0%                                   COGS Reductions as a %
                                                                                                       1.5%                 1.4%                                    1.6%           of Total COGS / Month               2.0%

                  5 3. 0%                                                                                                                                 1.1%
                                                                                 0.7%                                                                                                                                  1. 0%
                                        0.2%               0.2%
                             0.0%
                  5 2. 0%                                                                                                                                                                                              0. 0%
                            3/1/2021   4/1/2021         5/1/2021              6/1/2021             7/1/2021              8/1/2021         9/1/2021     10/1/2021     11/1/2021     12/1/2021    1/1/2022   2/1/2022

                                                                                    GM%                                                  COGS Re duc tions as a % of Tota l COGS

OTCQX:SHWZ | NEO:SHWZ                      Note:   *As a % of Total COGS for Participating Suppliers for FY’22 is YTD through February
                                                                                                                                                                                                                                                  17
MANAGEMENT EXPERIENCE

       JUSTIN DYE                    Nancy Huber                    Todd Williams               Nirup Krishnamurthy                  Dan Pabon
  Chief Executive Officer,        Chief Financial Officer       Senior Advisor, Strategy         Chief Operating Officer          General Counsel &
         Chairman                                                                                                                Government Relations

Led the growth of Albertsons        30+ years                       25+ years                      25+ years                       15+ years
   retail chain sales from     experience managing public      consulting, strategy, asset     experience in innovation,         expertise in merging
                                 enterprises, overseeing     valuation and M&A experience    technology, restructuring and     regulatory systems, legal
 ~$10B        to ~$60B
                               multifunctional management                                    M&A in Fortune 500 companies    research & legislative relations
                                                             At Albertsons, managed the
           with over
                                                                  acquisition of over
2,300 & 285,000
                                 CFO of Forward Foods,                                          C-suite roles at United      Experienced former Colorado
                                oversaw improvements in
                                  revenue, margins and
                                                                      1,600                     Airlines, Northern Trust
                                                                                               Bank, A&P Supermarkets
                                                                                                                                 State Representative,
  stores         employees                                  operating grocery stores with                                     instrumental in the writing
                                         EBITDA                                                                              and passing of cannabis laws
creating one of the largest
privately held companies in
                                                             ~$40B        &    $10B                                                   in Colorado

                                                               in sales       transaction
           the U.S.                                                              value

                                                             Responsible for divesting 168
                                                             stores with over $3B in sales
OTCQX:SHWZ | NEO:SHWZ                                                                                                                                       18
MAKING A DIFFERENCE

                                           Operational Excellence
              ENVIRONMENT   QUALITY

                                            We understand that diversity
                                            and engagement make a better
                                            and more enriched Company
                                            We are dedicated to making
                                            a difference in the communities
                                            and neighborhoods in which we
           SOCIAL             GOVERNANCE
                                            operate and serve
                                            We listen to our customers’ needs
                                            and wants and make intelligent,
                                            data-driven decisions
                                             We thrive in a team-oriented culture

OTCQX:SHWZ | NEO:SHWZ                                                               19
CURRENT CAPITAL STRUCTURE
                                                                                                                                                                                                                                             $2.09
$ MILLIONS                                                                            CURRENT                                                                                                                                                Stock Price
                                                                                                                                                                                                                                                 03/31/22
Common Shares Outstanding                                                             53.5 (2)

Total Preferred Shares
                                                                                           80.1
(“As-Converted” to Common) (3)                                                                                                                                                                                                      AVG.
                                                                                                                                                                               2121                   MULTIPLE                    ANALYSTS       MULTIPLES
Net   Warrants/Options(1)                                                                   4.6
                                                                                                                                                                                                                                    2022
Fully diluted Shares Outstanding                                                        138.2
                                                                                                                                     Enterprise Value
                                                                                                                                                                              $108                          3.8X                  $180.7              2.3X
Star Buds Seller notes                                                                  $44.3                                        / Sales
Altmore note                                                                            $15.0
RGA Seller note                                                                         $17.0                                        Enterprise Value
                                                                                                                                                                                $32                        12.8X                   $53.9              7.6X
Convertible Debt                                                                        $98.1                                        / EBITDA (5)

Total Debt                                                                            $174.4                                         Total Debt /
                                                                                                                                                                                                            5.4X                                     3.2X
                                                                                                                                     EBITDA (5)
Cash Estimate(4)                                                                           $52
                                                                                                                                     Net Debt /
Net Debt                                                                               $122.6                                                                                                               3.8X                                      2.3X
                                                                                                                                     EBITDA (5)
Market Capitalization                                                                $288.8

Enterprise Value                                                                       $411.4

                                 Source:     Company filings, FactSet as of 12/2/21                                                         senior secured convertible notes;
                                 Notes:    1 Inclusive of net in-the-money options and warrants;                                          4 Based on 12/31/21 cash less marketable securities balance less cash used for Drift,
                                           2 Includes shares issued or issuable in Drift, Smoking Gun and Emerald Fields                    Brow, Smoking Gun, Emerald Fields and RGA acquisitions and applicable fees;
                                             acquisitions;                                                                                5 See footnote on page 19 regarding Adjusted EBITDA
  OTCQX:SHWZ | NEO:SHWZ                    3 Assumes outstanding preferred stock converted to common stock at $1.20 per share
                                                                                                                                                                                                                                                             20
                                             for purposes of calculating equity value; includes accrued dividends through 3/31/22;
                                             does not include shares of common stock issuable upon potential conversion of new
PEER COMPARISON
                                                                                                                            Rising Industry Leader
                                                                                                                            Trading at a Discount
  Enterprise Value / 2022 Adjusted EBITDA (Consensus)
  ($ in millions)

            SCHWAZZE                                        TOP 5 MSOs                                                         REGIONAL MSOs

                                                                                                     22.3x
                                                                                                             19.6x

                            14.9x
                                                                                                                     13.2x
                                            11.3x
                                                                 9.6x                                                         9.4x
                                                                                     8.2x                                              8.7x     8.2x
                    7.6x                                                                                                                                7.6x
                                                                                             6.6x                                                               6.6x

   Market
                $256       $4,985         $3,943             $3,477              $3,427     $2,767   $749    $501    $446     $640    $1,326   $1,616   $899   $163
     Cap

             CY 2022 ADJ. EBITDA & MARGIN (CONSENSUS)
                $54
                $49         $401           $355                $434                $475     $505     $42     $24     $40      $106    $182     $216     $170   $42
                27%
                30%         28%             33%                 27%                35%      42%      13%     17%     24%      25%     27%      28%      29%    16%

                                    Source: Company filings, FactSet as of 4/13/22
OTCQX:SHWZ | NEO:SHWZ               Note:   Peer set pro forma for all significant M&A
                                                                                                                                                                       21
Q4 & FY PERFORMANCE
                   Selected Highlights for the Quarter & FY Ended December 31, 2021

   $ in Millions

   Revenues                                                         F Y 2021                                           F Y 2020                                             Q4 2021                             Q4 2020

     Retail                                                             $73.7                                                 $3.9                                              $19.6                              $2.0

     Wholesale                                                          $34.5                                               $18.6                                                 $6.8                             $5.7

     Other                                                                $0.2                                                 $1.5                                                $0.1                            $0.2

   Total Revenues                                                    $108.4                                                $24.0                                               $26.5                               $7.9

   Cost of Goods & Services                                              $59.1                                               $17.2                                              $14.4                              $7.4

   Gross Profit                                                        $49.4                                                  $6.8                                                $12.1                           $0.61

   Gross Profit Margin (%)                                             45.5%                                               28.2%                                              45.8%                               7.8%

   Adjusted EBITDA                                                      $32.2                                              ($7.6)                                                 $7.5                           ($3.4)

   EBITDA Margin (%)                                                  29.7%                                             (31.7%)                                               28.3%                             (42.6%)

OTCQX:SHWZ | NEO:SHWZ     Note:   Adjusted EBITDA represents income (loss) from operations, as reported, before tax, adjusted to exclude non-recurring items, other non-cash items, including stock-based
                                  compensation expense, depreciation, and amortization, and further adjusted to remove acquisition related costs, and other one-time expenses, such as severance. The Company             22
                                  uses Adjusted EBITDA as it believes it better explains the results of its core business. See Appendix for reconciliation.
REVENUE/EBITDA HISTORICAL
               2019 to 2022 Financials
              $200,000

                                                                                                     67%
                                                                                                     Y-o-Y
                                                                                                    growth

                                                                         352%
                                                                         Y-o-Y
                                                                        growth                         50.5%

                                              94%                        48.3%
                                              Y-o-Y                                                     29.8%
                                             growth
                                                      30.7%
                                                                          29.7%

                 $0      2019                  2020 (31.7%)               2021                  2022 Analyst Consensus

                                   Revenue               Gross Margin             Adjusted EBITDA

OTCQX:SHWZ | NEO:SHWZ                                                                                                    23
We are committed to UNLOCKING THE
FULL POTENTIAL of the cannabis plant to
IMPROVE the HUMAN CONDITION.

Justin Dye
Chief Executive Officer

                                          24
CORPORATE OFFICE           CONTACT
                   Schwazze                   Joanne Jobin, Investor Relations
                   4880 Havana St., Ste 201   T 647 964 0292
                   Denver, CO 80239           E ir@Schwazze.com
OTCQX & NEO SHWZ   T 303-371-0387             W Schwazze.com

                                                                                 25
APPENDIX

           26
MANAGEMENT EXPERIENCE
         Justin Dye Chief Executive Officer & Chairman, Director                           Nancy Huber Chief Financial Officer
         25+ years of experience in private equity, general management, operations,        Successful track record with 30+ years of experience managing public
         corporate finance and M&A. He led the growth of Albertsons from ~$10Bn to         enterprises and overseeing multifunctional management. As CFO of
         over ~$60Bn in sales with over 2,300 stores and 285,000 employees, creating one   Forward Foods, she oversaw improvements in revenue, margins and
         of the largest privately held companies in the U.S.                               EBITDA. Nancy received her MBA from Kellogg School of Management.

         Nirup Krishnamurthy Chief Operating Officer, Director                             Jim Parco President, Biosciences
         Dye Capital Partner carrying 25+ years of experience in innovation,               In 2014, Jim Parco founded Mesa Organics (Purplebee’s) which is the
         technology, restructuring and M&A in Fortune 500 companies, holding               leading Colorado extractor and manufacturer of cannabis products. Prior to
         executive roles at United Airlines, Northern Trust Bank and A&P                   that, Jim served two decades of active duty in the Air Force and was a
         Supermarkets. Nirup holds a PhD in Industrial Engineering from SUNY.              tenured full professor of economics and business for nine years at Colorado
                                                                                           College. Jim holds his PhD from University of Arizona.
         Dan Pabon General Counsel and Government Relations
         Experienced former Colorado State Representative who was instrumental in          Todd Williams Senior Advisor, Strategy
         the writing and passing of cannabis laws in Colorado. Dan has 15+ years of        24 years of consulting, strategy, asset valuation and M&A experience. In
         expertise in emerging regulatory systems, legal research and legislative          his most recent role at Albertsons, he managed the acquisition of over
         relations.                                                                        1,600 operating grocery stores with ~$40Bn in sales and $10Bn in
                                                                                           transaction value and was also responsible for divesting 168 stores with
         Julie Suntrup VP Marketing & Merchandising                                        over $3Bn in sales.
         With 20+ years of regulatory and CPG experience, Julie has introduced and
                                                                                           Collin Lodge VP Retail Operations
         marketed brands across: cannabis, alcohol, functional beverage, food, retail,     10+ years experience in Retail Operations, M&A, and Integration from
         QSR, natural/personal care and pharma sectors. She has represented brands         Albertsons Companies. As a skilled negotiator, Collin excels at expanding
         such as: LivWell Enlightened Health, CDPHE, Anheuser-Busch, Budweiser,            eCommerce, launching subscription services and last mile delivery, while
         Coca-Cola, Vitaminwater/Smartwater, QuikTrip, Electrolux, Kellogg, Colgate        establishing mutually beneficial strategic partnerships.
         and Tom’s of Maine.

OTCQX:SHWZ | NEO:SHWZ                                                                                                                                                    27
BOARD OF DIRECTORS
        Pratap Mukharji
        Mr. Mukharji is a retired consultant working over 30 years in management consulting, the                Salim Wahdan
        majority with Bain & Company leading its Supply Chain and Service Operations practices.                 Salim Wahdan has close to two decades of entrepreneurial experience owning and operating
        With a concentration in Industrials and Retail, Mukharji has led strategy; M&A;                         retail businesses. Most recently, he was a partner and operator of Star Buds in Adams,
        transformation and turnaround; operations improvement; due diligence, omnichannel; and                  Louisville, and Westminster, several of the Star Buds’ branded dispensaries the Company
        e-commerce efforts across multiple industries. Prior to Bain, he was at Kearney and Booz-               purchased between December 2020 and March 2021. Mr. Wahdan was instrumental in the
        Allen & Hamilton.                                                                                       early growth of the Star Buds franchise. Previous to his time in the cannabis industry, he
                                                                                                                owned and operated various retail concepts in Colorado.
        Jeff Garwood
        Jeff Garwood founded and is managing member of Liberation Capital, a private equity fund
        focused on providing modular, repeatable waste to value project finance. He is also the co-             Jeff Cozad
        owner of Zysense, an entity providing high precision measurement instruments for research.              Jeff Cozad is the co-founder of CRW Cann Holdings, LLC – a special purpose vehicle created to
        Jeff previously held senior leadership positions with General Electric, Garrett Aviation, and           support Schwazze’s vision of becoming the dominant, vertically integrated player in the
        McKinsey and Company.                                                                                   Colorado cannabis market. He is also the Managing Partner of his family office, Cozad
                                                                                                                Investments, LP, which has completed more than 20 investments across a disparate set of
                                                                                                                industries over the past 13 years. Mr. Cozad holds an MBA from The University of Chicago
        Brian Ruden
                                                                                                                Booth School of Business and received a BA in Economics and Management from DePauw
        Since 2010, Brian Ruden has owned and operated cannabis businesses under the Star Buds
                                                                                                                University, where he serves on the Board of Trustees and is Chairman of the University
        brand. Under his leadership, Star Buds has become one of the most recognized and
                                                                                                                Endowment Fund Investment Committee.
        successful retail cannabis operations in North America. In 2014, Brian founded Star Buds
        Consulting which provides strategic advice to start-up cannabis operations.
                                                                                                                Jonathan Berger
                                                                                                                Jonathan Berger is the retired CEO of Great Lakes Dredge & Dock, Inc. (GLDD nasdaq). In
         Paul J. Maltalbano                                                                                     addition to having been a director of GLDD he was also a director of Boise Paper, Inc. a New
         Paul J. Montalbano, MD is a private practicing neurosurgeon in Boise, Idaho. His background            York Stock Exchange listed company where he previously served as both chair of the audit
         includes over 30 years in healthcare, developing two highly successful multidisciplinary programs in   and compensation committees. Berger is currently a director of Alloy - a privately held
         the nonprofit and for profit sector. Serving on the governing and financial boards the for profit      specialty environmental contractor and Partner with Genesis Business Humanity, a boutique
         hospital has increased revenue from 8 to 64 million dollars in EBIDTA. He has led the most             advisory firm helping bring Israeli tech companies to the US. He is a former partner in KPMG,
         profitable and busiest neurosurgical program at Neuroscience Associates for the last 22 years. He      the international accounting and consulting firm where he ran their corporate finance
         received his bachelor's degree in biology from Loyola University of Chicago, medical degree from       practice unit on a national level. Previously, Berger held a CPA license and securities licenses
         Northwestern University Feinberg School of Medicine and completed his neurosurgical training in        7, 24, 63. He received a BS in Human Development from Cornell University and an MBA from
         complex spinal reconstruction and brain surgery at the University of South Florida.                    Emory University.

OTCQX:SHWZ | NEO:SHWZ                                                                                                                                                                                              28
THE SCHWAZZE VERTICAL PLATFORM
32 LOCATIONS(1) WITH ~86K RETAIL ft2                                                                          CULTIVATION

  Deploying grocery retail playbook to                                                                         Improved yields from Success
  cannabis dispensaries                                                                                        Nutrients and Three-A-Light
  Customer focused retail strategy                                                                             methodology
  Strong local ties & tailored                                                                                 Acquisition of Southern Colorado
  merchandising                                                                                                Growers (500 lbs. / month + additional
  Partnering with 3rd party brands                                                                             34 acres of outdoor cultivation
                                                                                                CULTIVATION    capacity)
  for in-store marketing
  Benefits of scale and                                                         RETAIL                         Expected to pull down ~11k lbs. in Q4
  purchasing power                                                                                             with outdoor harvest and new hoop
                                                                                                               houses

2 FACILITIES WITH                                                                                             LAUNCHED MAY 2021
13K ft2 MANUFACTURING(3)                                                                                      CANNABINOID AND TERPENE
                                                                                                              RESEARCH
  Brand building expertise combined
  with state-of-the-art capabilities for                                                                R&D    Basic and applied research focused on
  derivative production                                                                           SCHWAZZE     bringing consumers and pets the most
                                                                                MANUFACTURING   BIOSCIENCES
  Provides opportunity for wholesale                                                                           beneficial properties of the cannabis
  and private label growth, plus margin                                                                        plant
  expansion                                                                                                    Cannabinoid and terpene research
  Currently producing ~25% of Colorado’s
  wholesale distillate
  Acquisition of Medzen (as part of RGA)

OTCQX:SHWZ | NEO:SHWZ         Note:   1   Includes all announced transactions
                                                                                                                                                        29
ADJUSTED EBIDTA RECONCILIATION
                                                                                                       Quarter Ended December 31                                                   Year Ended December 31
       $ in Millions                                                                                            2021                                 2020                              2021              2020
       Operating Income (loss)                                                                                  $12.8                                $(8.5)                            $14.5             $(19.4)

       Addbacks:
       Interest income (expense), net                                                                            $2.5                                $0.09                               $7.1            $0.04
       Provision for income taxes (benefit)                                                                      $2.4                                ($0.9)                             $4.4             ($1.0)
       Other (income) expense                                                                                  ($14.1)                                 $0.5                           ($15.5)            ($2.6)
       Depreciation & amortization                                                                               $0.7                                  $0.2                             $8.6              $0.5
       Earnings before interest, taxes, depreciation &
                                                                                                                 $4.4                                $(8.7)                            $19.0             $(22.4)
       amortization (EBITDA) (non-GAAP measure)
       Non-cash stock compensation                                                                                $1.2                                 $2.4                             $5.0              $8.2
       Deal related expenses                                                                                     $0.7                                 $0.8                              $2.8              $3.7
       Capital raise related expenses                                                                            $0.3                                 $0.7                               $1.5             $1.3
       Severance                                                                                                $0.05                                 $0.7                              $0.2              $1.0
       Retention program expenses                                                                                $0.1                                     -                             $0.1                -
       Employee relocation expenses                                                                             $0.02                               ($0.06)                            $0.04              $0.3
       Other non-recurring items                                                                                 $0.9                                  $0.5                             $3.6              $0.5
       Adjusted EBITDA (non-GAAP measure)                                                                        $7.5                                $(3.4)                            $32.2             $(7.6)

                                          Source: Company filings
                        Source:   Company   filings: 10K
                                          Note:          12/31/21EBITDA represents income (loss) from operations, as reported, before tax, adjusted to exclude non-recurring items,
                                                      Adjusted
                        Note:     Adjusted EBITDA represents      income
                                                      other non-cash      (loss)
                                                                       items,    from operations,
                                                                               including           as reported,
                                                                                         stock-based            before expense,
                                                                                                        compensation   tax, adjusted to excludeand
                                                                                                                                 depreciation,  non-recurring items,
                                                                                                                                                   amortization, and other  non-cash
                                                                                                                                                                      further adjusteditems,
                                                                                                                                                                                        to   including
                                  stock-based compensation expense, depreciation, and amortization, and further adjusted to remove acquisition related costs, and other one-time expenses,
OTCQX:SHWZ | NEO:SHWZ                                 remove acquisition related costs, and other one-time expenses, such as severance. The Company uses Adjusted EBITDA as it
                                  such as severance. The Company uses Adjusted EBITDA as it believes it better explains the results of its core business.                                                          30
                                                      believes it better explains the results of its core business.
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