EXHIBIT 10.7

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of February 14, 2024 (the “Agreement Date”), is entered between Occidental Group, Inc., a Missouri corporation (“Seller”), and New Growth Horizon, LLC d/b/a Proper Brands, a Missouri limited liability company (“Buyer”). Capitalized terms used in this Agreement have the meanings set forth herein.

RECITALS

WHEREAS, Seller is engaged in the business of medical and recreational marijuana dispensing (the “Business”) located at 1168 Gannon Drive, Festus, Missouri 63028 and 7555 Olive Boulevard, University City, Missouri 63130 (collectively, the “Premises”).

WHEREAS, Seller is licensed and authorized to sell medical and recreational marijuana at the Premises pursuant to Article XIV, Section 1 of the Missouri Constitution.

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, certain assets including the dispensary licenses, the current leases for the Premises and related equipment of the Business located at the Premises, subject to the terms and conditions set forth in this Agreement;

WHEREAS, Seller, on the one hand, and Star Brands, LLC, the Estate of Edward Throop, Naser Joudeh, Ron Lincoln, and Brian Ruden (collectively, the “Colorado Group”), on the other hand, have agreed to settle all pending litigation between the Colorado Group and Seller pursuant to that certain written settlement agreement and mutual release, dated of even date herewith, attached hereto as Exhibit A (the “Settlement Agreement”);

WHEREAS, pursuant to the Settlement Agreement, Seller’s remaining shareholders are Chris Chesley, Rahm Narayan, Bret Narayan, Dallas Roberts, and Anne Glaser (collectively, the “Seller Principals”);

WHEREAS, the parties acknowledge and agree that this Agreement and the transactions contemplated hereby are subject to and conditioned upon the review and approval of the Missouri Department of Health and Senior Services (“DHSS”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I PURCHASE AND SALE

Section 1.01  Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in, to, and under all of the tangible and intangible assets, properties, and rights of every kind and nature and wherever located (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business located at the Premises (collectively, the “Purchased Assets”), including the following:

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at the Premises.

Section 1.02  Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the assets, properties, and rights set forth on Section 1.02 of the Disclosure Schedules (collectively, the “Excluded Assets”).

Section 1.03 Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all Liabilities arising under or relating to the Assigned Contracts, the Licenses or the Permits, arising on or after the Closing, (b) all Liabilities for Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending after the Closing Date, and (c) all other Liabilities arising out of or relating to Buyer’s ownership or operation of the Business and Purchased Assets on or after the Closing (collectively, the “Assumed Liabilities”). For purposes of this Agreement, “Liabilities” means liabilities, obligations, or commitments of any nature whatsoever, whether asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise. For purposes of this Agreement, “Affiliate” of a party means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such party. Buyer shall not assume and shall not be responsible to pay, perform or discharge any other Liabilities or obligations of Seller, including without limitation, the Seller Transaction Expenses or any Indebtedness of Seller (collectively, the “Excluded Liabilities”).

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Section 1.04 License Appeals. The parties acknowledge and agree that Seller previously applied for additional licenses with DHSS that were previously denied; however, Seller has filed pending appeals with DHSS (the “License Appeals”). Pursuant to the Management Services Agreement, Buyer will manage and assist Seller with the License Appeals. On the Agreement Date and contemporaneously with the execution of this Agreement, Buyer (or its designee) and Seller shall execute and enter into an option agreement for the purchase and sale of any additional DHSS licenses granted to the Seller after the Agreement Date arising out of such License Appeals (the “Option Agreement”).

Section 1.05  Purchase Price. The parties acknowledge and agree that the Closing of the transaction is subject to and contingent upon the written approval of the DHSS as more fully described herein. The aggregate purchase price for the Purchased Assets shall be Twelve Million Seven Hundred Fifty Thousand Dollars ($12,750,000.00) (the “Purchase Price”), subject to adjustment as set forth in Section 1.06. The Purchase Price shall be paid as follows:

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Hundred Seventy-Six Dollars ($297,976.00) shall be withdrawn and immediately paid to the Seller Principals Account (the “Second Escrow Payments” and collectively with the First Escrow Payments, the “Escrow Payments”). The sums due the Colorado Group from the First Escrow Payments and Second Escrow Payments shall be referred to as the “Colorado Escrow Payments” and the sums due Seller Principals from the First Escrow Payments and Second Escrow Payments shall be referred to as the “Seller Principal Escrow Payments”.

Section 1.06Purchase Price Adjustment.

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through (F); and (H) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (A) through (G).

and

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Disputed Amounts only and make any adjustments to the Closing Adjustment, as the case may be, and the Final Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Final Working Capital Statement and the Statement of Objections, respectively.

Section 1.07 Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule set forth on Section 1.07 of the Disclosure Schedules as agreed by Buyer and Seller (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended. Buyer and Seller shall file all returns, declarations, reports, information returns and statements, and other documents relating to Taxes (including amended returns and claims for refund and IRS Form 8594) (“Tax Returns”) in a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price pursuant to this Agreement shall be allocated in a manner consistent with the Allocation Schedule.

Section 1.08  Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any applicable provision of Tax Law; provided that, before making any such deduction or withholding, Buyer shall (a) give Seller at least five days’ prior written notice of such anticipated deduction or withholding together with any legal basis therefor, and (b) consult with cooperate with Seller in good faith to reduce or eliminate any such deduction or withholding. All such withheld

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amounts shall be timely remitted to the appropriate Governmental Authority and, upon such remittance, shall be treated as delivered to Seller hereunder.

Section 1.09  Third Party Consents. To the extent that Seller’s rights under any Purchased Asset may not be assigned to Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible; provided, however, that in no event shall Seller or any Seller Principal be required to pay any consideration for such consent.

Section 1.10  Transfer Obligations. From time to time after the Closing, upon the reasonable request of Buyer, Seller shall execute and deliver such other instruments of transfer and documents related thereto and take such other action as Buyer may reasonably request in order to more effectively transfer to Buyer and to place Buyer in possession and control of, the Purchased Assets, or to enable Buyer to exercise and enjoy all rights and benefits of Seller with respect thereto.

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ARTICLE II CLOSING

Section 2.01  Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely by the electronic exchange of documents and signatures or such other manner at such date and time as Seller and Buyer may mutually agree upon, as soon as practicable, but in no event later than fifteen (15) business days after the date on which each of the conditions set forth in ARTICLE VI have been satisfied or waived in accordance with Section 9.08 (the “Closing Date”).

Section 2.02Closing Deliverables.

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contemplated by this Agreement, as well as any other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing, including without limitation the Management Services Agreement (collectively, the “Transaction Documents”), and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents;

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ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof and with respect to Sections 3.01, 3.12, and 3.13, as of the Closing.

Section 3.01 Organization and Authority of Seller. Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Missouri. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, board, and shareholder action on the part of Seller. This Agreement and the Transaction Documents constitute legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms, except as

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such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.02 No Conflicts or Consents. The execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the articles of incorporation, by-laws, or other governing documents of Seller; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, other requirement, or rule of law of any Governmental Authority (collectively, “Law”) or any order, writ, judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any Governmental Authority (“Governmental Order”) applicable to Seller, the Business located at the Premises, or the Purchased Assets; (c) except as set forth on Section 3.02 of the Disclosure Schedules, require the consent, notice, declaration, or filing with or other action by any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity (“Person”) or require, other than with respect to the Business located at the Premises, any permit, license, or Governmental Order; (d) except as set forth on Section

3.02 of the Disclosure Schedules, violate or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any Contract to which Seller is a party or by which Seller or the Business located at the Premises is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); or (e) result in the creation or imposition of any charge, claim, pledge, equitable interest, lien, security interest, restriction of any kind, or other encumbrance (“Encumbrance”) on the Purchased Assets.

Section 3.03 Financial Statements. Complete copies of the financial statements consisting of the balance sheet of the Business located at the Premises as of December 31^st in each of the years 2023, 2022 and 2021 and the related statements of income and retained earnings, shareholders’ equity, and cash flow for the years then ended (the “Financial Statements”) have been delivered to Buyer. The Financial Statements have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the period involved. The Financial Statements fairly present in all material respects the financial condition of the Business located at the Premises as of the respective dates they were prepared and the results of the operations of the Business located at the Premises for the periods indicated. The balance sheet of the Business located at the Premises as of December 31, 2023 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”.

Section 3.04  Undisclosed Liabilities. Seller has no Liabilities with respect to the Business located at the Premises of a type required to be reflected on a balance sheet prepared in accordance with the Accounting Principles, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred at Buyer’s request or direction under the Management Services Agreement or in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Section 3.05  Absence of Certain Changes, Events, and Conditions. Except as set forth on Section

3.05 of the Disclosure Schedules, since the Balance Sheet Date, the Business has been conducted in the ordinary course of business consistent with past practice and the Management Services Agreement, there has not been any change, event, condition, or development that is, or could reasonably be expected to result in a Material Adverse Effect.

Section 3.06 Assigned Contracts. Each Assigned Contract is valid and binding on Seller in accordance with its terms and is in full force and effect. Neither Seller nor, to Seller’s Knowledge, any other party thereto is in material breach of or material default under (or is alleged to be in material breach of or material default under), or has provided or received any written notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred that would constitute an event of default under any Assigned Contract or result in a termination thereof. Complete and correct copies of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) have been made available to Buyer.

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To Seller’s Knowledge, there are no disputes pending or threatened under any Assigned Contract. For purposes of this Agreement, the term “Seller’s Knowledge” means the actual knowledge of those persons listed on Section

3.06 of the Disclosure Schedules, after reasonable inquiry.

Section 3.07  Title to Purchased Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of Encumbrances except for Permitted Encumbrances. “Permitted Encumbrances” means (a) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures; (b) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business; and (c) easements, rights of way, zoning ordinances and other similar encumbrances affecting the Premises.

Section 3.08 Condition and Sufficiency of Assets. Each item of Tangible Personal Property is structurally sound, is in good operating condition and repair, and is adequate for the uses to which it is being put, and no item of Tangible Personal Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Purchased Assets are sufficient for the continued conduct of the Business located at the Premises after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets necessary to conduct the Business located at the Premises as currently conducted. None of the Excluded Assets are material to the Business located at the Premises.

Section 3.09 Inventory. All Inventory, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for

(a) obsolete, damaged, defective, or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established, or (b) Inventory items on administrative hold as required by DHSS, and set forth in Section 3.09 of the Disclosure Schedules (the “Onhold Inventory”).

Section 3.10Legal Proceedings; Governmental Orders.

Section 3.11  Compliance with Laws. Seller is in compliance with all Laws applicable to the conduct of the Business located at the Premises as currently conducted or the ownership and use of the Purchased Assets (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder and including the Cannabis Laws and Internal Revenue Code Section 280E), with the exception of Federal Cannabis Laws and where failure to be in compliance would not have a Material Adverse Effect. As used herein, “Cannabis Laws” means the laws of the State of Missouri relating to the cultivation, manufacture, production, distribution and/or retail sale of medical and/or recreational cannabis, and any applicable local ordinances, rules or regulations relating to cannabis, including, but not limited to, Article XIV of the Missouri Constitution and the Medical Marijuana Rules and regulations promulgated by DHSS (19 CSR 30-95.010, et seq.). As used herein, “Federal Cannabis Laws” means any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of marijuana, marijuana or related substances or products containing or relating to the same, including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony

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(concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing. Seller has duly and timely filed and complied with all applicable Cannabis Laws in all material respects relating to reports, certifications, declarations, owner and/or financial interest holder (as those terms are defined in and by applicable Cannabis Law) disclosures, statements, information or other filings submitted or to be submitted to any Governmental Authority, and all such submissions or filings were true and complete when submitted or filed and, to the extent required by any applicable Cannabis Laws, have been updated properly and completely. Neither Seller, nor any director, owner, member, officer, employee, agent or other Person acting on behalf of Seller has, directly or indirectly, (i) given or agreed to give any bribe, kickback, political contribution or other illegal payment from corporate funds; (ii) used any of Seller’s funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) made any direct or indirect unlawful payment to any domestic government official or employee from Seller’s funds; (iv) established or maintained any unrecorded fund or asset; (v) concealed or mischaracterized an illegal or unauthorized payment or receipt; (vi) knowingly made a false entry in the business records; and/or (vii) or committed or participated in any act which is deemed illegal and could subject Seller or Buyer to fines, penalties or other sanctions.

Section 3.12 Taxes. All Taxes due and owing by Seller have been, or will be, timely paid. No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller. All Tax Returns required to be filed by Seller for any tax periods before the Closing have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete, and correct in all material respects. The term “Taxes” means all federal, state, local, foreign, and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, property (real or personal), customs, duties, or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto. Complete copies of all filed Tax Returns of Seller have been provided to Buyer as of the Agreement Date.

Section 3.13  Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Seller.

Section 3.14 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE III (including the related portions of the Disclosure Schedules), neither Seller nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, including any representation or warranty as to the accuracy or completeness of any information regarding the Business and the Purchased Assets furnished or made available to Buyer and its representatives (including any information, documents or material delivered to Buyer or made available to Buyer in any virtual data room or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in law.

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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this ARTICLE IV are true and correct as of the date hereof.

Section 4.01 Organization and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Missouri. Buyer has full power and authority to enter this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer

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of the transactions contemplated hereby and thereby have been duly authorized by all requisite organizational action on the part of Buyer. This Agreement and the Transaction Documents constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.02 No Conflicts or Consents. The execution, delivery, and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the articles of organization, by-laws, or other organizational documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by any Person or require any permit, license, or Governmental Order.

Section 4.03  Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer.

Section 4.04  Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. To Buyer’s knowledge, no event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Section 4.05  Eligibility of Buyer. To Buyer’s actual knowledge, there is no event, fact or circumstance which is reasonably anticipated to inhibit or limit Buyer’s purchase, receipt, ownership, and/or operation of the Licenses and/or the Purchased Assets.

Section 4.06 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of readily available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

Section 4.07  Solvency. Immediately after giving effect to the transactions contemplated hereby, Buyer shall be solvent and shall: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay, or defraud either present or future creditors of Buyer or Seller. In connection with the transactions contemplated hereby, Buyer has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.

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ARTICLE V COVENANTS

Section 5.01 Regulatory and Other Approvals. The parties acknowledge and agree that the transaction is subject to and contingent upon the written approval of DHSS to the ownership change of the Licenses. Nothing in this Agreement will constitute (or be deemed to constitute) a transfer, assignment, attempted transfer or an attempted assignment of the Licenses prior to the date specified in the written approval of the transaction by DHSS. Buyer and Seller will: (i) cooperate, pursuant to and in accordance with Buyer’s lawful instructions, to provide all information requested or required to be submitted to DHSS or any other Governmental Authority in connection with the DHSS Approval or any other transactions contemplated by this Agreement, including, without limitation, providing narratives and information related to Buyer’s operating procedures and background information of Buyer’s operators; (ii) promptly make and effect all registrations, filings, and submission required to be made or effected by them under applicable laws with respect to this Agreement and the

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transactions contemplated under this Agreement; and (iii) use commercially reasonable efforts to cause to be taken on a timely basis all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement including the obtaining of all necessary consents, approvals, or waivers from third parties. Each party will cooperate in efforts to obtain such consents, waivers, and approvals, including, without limitation, (x) providing all information requested by or required to be submitted to DHSS or other governmental authority in connection with the transfer of the Licenses, this Agreement or any of the other transactions contemplated by this Agreement and (y) taking, and causing its Affiliates to take, all other actions and steps necessary to obtain any clearance or approval required to be obtained from DHSS or other governmental authority in connection with the transactions contemplated by this Agreement. DHSS fees related to the DHSS Approval process will be the sole cost and expense of Buyer.

Section 5.02  Access of Buyer. From the Agreement Date through and including the Closing Date, Seller shall provide Buyer with reasonable access, upon reasonable notice and during normal business hours, to the Business located at the Premises in compliance with all Laws; provided, that such access shall be in a manner that does not interfere with the normal business operations of Seller. Such right of access shall be in addition to any rights and obligations contained in the Management Services Agreement (as defined herein).

Section 5.03  Conduct of Business. From the Agreement Date until the Closing or the termination of this Agreement in accordance with its terms, except as required by applicable Law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), or as provided or requested by Buyer under the Management Services Agreement, with respect to the Business located at the Premises, Seller shall (i) conduct the Business located at the Premises in the ordinary course of business consistent with past practices, except as provided in the Management Services Agreement (ii) take all steps reasonably necessary to advance, maintain, preserve, defend, protect, and when necessary, renew, any Permits, approvals, licenses, or consents required to operate the Licenses, the Business located at the Premises and/or the Purchased Assets, (iii) pay any debts, Taxes and other obligations of the Business located at the Premises when due, (iv) comply in all material respects with all applicable federal, state and local laws and regulations applicable to the Purchased Assets (with the exception of Federal Cannabis Laws), (v) undertake best efforts to maintain relationships of Seller with any third party (A) that is party to any Assigned Contract, (B) that is a Governmental Authority or (C) whose relationship with Seller is reasonably necessary to the conduct of the Business located at the Premises (including customers of the Business located at the Premises), and (vi) inform Buyer about all matters that are reasonably likely to materially and adversely affect the value of the Licenses, Business located at the Premises or Purchased Assets, including, without limitation, any matters that do, or may, result in a Material Adverse Effect. “Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results of operations, financial condition or assets of the Seller, taken as a whole, or (b) the ability of Seller to consummate the transaction; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industry in which the Seller operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the consent of or at the request of Buyer; (vi) any changes in applicable laws or accounting rules; (vii) natural disasters, weather conditions, epidemics, pandemics, disease outbreaks, public health emergencies, or other force majeure events; (viii) any condition or circumstance resulting from any act of Buyer taken pursuant to the Management Services Agreement, or (ix) any omission or failure to act, on the part of Buyer to the extent that Buyer was obligated to act under the Management Services Agreement. Without the prior written consent of Buyer or as requested in writing by Buyer under the Management Services Agreement, Seller will not take any action, directly or indirectly, related to the Licenses or the Purchased Assets that will adversely impact the Business located at the Premises or the Licenses including, without limitation: (i) creating, incurring, assuming, guaranteeing any indebtedness or transferring, selling, assigning, pledging, encumbering or granting any liens on the Purchased Assets or Licenses; (ii) issuing any new securities or similar interest or retiring any class of equity; (iii) entering into any type of ‘capital transaction’ or otherwise deviating from the capital-expenditure related investment plans approved by the Buyer; (iv) liquidating, winding up, or dissolving; (v) selling, leasing or assigning any of the Purchased Assets (except in the ordinary course of

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Business) or the Licenses; (vi) making any distribution to shareholders; (vii) entering into, modifying, or terminating any material contract related to the Business located at the Premises or the Licenses; (viii) making any fundamental changes to capital stock, governing documents or corporate structure; (ix) maying any new investment; (x) changing any employment related matters, such as a change of the terms of employment, removal of employees other than for urgent cause, or the employment of additional personnel; (xi) settling any claims or disputes or pending litigation; or (xii) transfer, sell, assign, pledge or otherwise encumber any collateral.

Section 5.04  Management Services Agreement. On the Agreement Date and contemporaneously with the execution of this Agreement, Buyer (or its designee) and Seller shall execute and enter into a management services agreement (the “Management Services Agreement”).

Section 5.05  Confidentiality. From and after the Closing, Seller and Buyer shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective directors, officers, employees, consultants, counsel, accountants, and other agents (“Representatives”) to hold, in confidence any and all proprietary and confidential information, whether written or oral, concerning the Business located at the Premises and any information exchanged pursuant to this Agreement or the Management Services Agreement in connection with the transactions contemplated, except to the extent that Seller or Buyer can show that such information: (a) is generally available to and known by the public through no fault of Seller or Buyer, any of its Affiliates, or their respective Representatives; (b) is lawfully acquired by Seller or Buyer, any of its Affiliates, or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation; or (c) was known to such party prior to entering into this Agreement. If Seller or Buyer or any of its Affiliates or their respective Representatives are compelled to disclose any information by Governmental Order or Law, Seller and Buyer shall promptly notify each other in writing and shall disclose only that portion of such information which is legally required to be disclosed, provided that Seller and Buyer shall use commercially reasonable efforts to obtain as promptly as possible an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

Section 5.06Non-Competition; Non-Solicitation.

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employee whose employment has been terminated by Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee.

Section 5.07 Public Announcements. Unless otherwise required by applicable Law, no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and contents of any such announcement. The foregoing shall not restrict any party from submitting a License transfer request or restrict Seller or any Seller Principal from notifying employees of Seller of the existence of the transactions contemplated by this Agreement.

Section 5.08 Key Employees. During the period between the execution of this Agreement and the Closing, Buyer will identify key employees of Seller that are integral to the transition of the Business (each a, “Key Employee”). Seller and Buyer will work in good faith to negotiate employment agreements with such Key Employees to be effective upon the Closing (each, a “Key Employee Agreement”). Notwithstanding anything to the contrary herein, Seller shall be responsible for and shall cause to be paid all Liabilities under stay bonuses, incentive bonuses (relating to the sale of the Purchased Assets), termination and change of control arrangements and similar obligations that are owed to any Person by Seller before, on or after the Closing or that will be triggered, either automatically or with the passage of time, in whole or in part, by the consummation of the transactions contemplated by this Agreement; provided that the foregoing shall not include any such Liabilities created by Buyer or its Affiliates under the terms of the Management Services Agreement.

Section 5.09  Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all the Purchased Assets to Buyer. Any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

Section 5.10  Transfer Taxes. All sales, use, registration, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents, if any, shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Section 5.11 Exclusivity. Seller will not (and Seller will cause its respective Affiliates or representatives not to, directly or indirectly) (i) encourage, solicit, initiate, or continue inquiries regarding an

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Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal, or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Seller Parties shall promptly (and in any event within two (2) days after receipt thereof by the Seller Parties or any of their respective beneficial owners) advise Buyer orally and in writing of (A) any Acquisition Proposal, any request for information with respect to an Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal,

(B) the material terms and conditions of such request, Acquisition Proposal or inquiry, and (C) the identity of the person making such request, Acquisition Proposal or inquiry. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Licenses or the Purchased Assets; (ii) the sale, transfer, exchange or other disposition of the Licenses; (iii) the sale, lease, transfer, exchange or other disposition of any of the Purchased Assets; or (iv) any other transaction similar to the transaction contemplated by this Agreement, or that could reasonably be expected to hinder, restrict or affect the ability of the parties to consummate the transaction in a timely manner.

Section 5.12 Further Assurances; Post-Closing Covenants. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents. To the extent that any additional filings are required by DHSS or any other Governmental Authority in connection with the transaction after the Closing Date, the parties shall cooperate to prepare and make such filings within the time period required by such Governmental Authority. For a period of no less than one (1) year following the Closing Date, Seller covenants and agrees to maintain its corporate existence and not to take any action to merge with or into another entity nor to liquidate or dissolve under state law. Seller further agrees that, during such period, Seller will maintain not less than $200,000.00 of liquid cash or cash equivalents in an unrestricted bank account in the name of Seller.

Section 5.13  Dispensary Licenses. Buyer agrees that from the Agreement Date until the Closing Date, Buyer will not, and will not permit its Affiliates to, apply for, purchase, or receive more than two (2) less than the maximum number of Dispensary Facility Licenses allowed to be granted to, or held by, Buyer and/or its Affiliates in accordance with applicable Law, such that Buyer may, subject to the terms and conditions of this Agreement, acquire the Licenses as contemplated by this Agreement.

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ARTICLE VI

CONDITIONS PRECEDENT TO CLOSING

Section 6.01 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or before the Closing, of each of the following conditions:

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Section 6.02 Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or before the Closing, of each of the following conditions:

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ARTICLE VII INDEMNIFICATION

Section 7.01 Survival. Subject to the limitations and other provisions of this Agreement, all representations and warranties contained this Agreement shall survive the Closing Date until the date which is one (1) year after the Closing Date. All Fundamental Representations (except for Section 3.02) shall survive the Closing Date until the expiration, if any, of any applicable statute of limitations related thereto (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. The representations and warranties set forth in Section 3.02 shall survive the Closing Date until the date with is eighteen (18) months after the Closing Date. All covenants and agreements set forth herein to be performed after the Closing, and any claim arising out of Fraud, shall survive the Closing until fully performed. For purposes of this Agreement, “Fundamental Representations” shall mean Section 3.01 (Organization and Authority of Seller), Section 3.02 (No Conflicts or Consents), Section

3.07 (Title to Purchased Assets), Section 3.12 (Taxes), Section 3.13 (Brokers), Section 4.01 (Organization and Authority of Buyer), Section 4.02 (No Conflicts or Consents), and Section 4.03 (Brokers). For purposes of this Agreement, “Fraud” means, with respect to any Person, an intentional act (including any intentional omission, intentional failure to disclose or other intentional act of concealment) with respect to the making of a representation and warranty under this Agreement or any Transaction Document, that constitutes fraud under the common law of Delaware.

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Section 7.02  Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to:

Affiliates; or

Section 7.03  Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to:

Section 7.04 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party making a claim under this ARTICLE VII (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified

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Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Section 7.05Limitations on Indemnification. The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations:

Section 7.06 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 7.07Exclusive Remedies. Except for (a) a parties’ right to seek specific performance or other equitable relief pursuant to Section 9.12, (b) the matters covered by Section 1.06, (c) claims based on Fraud, or

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Section 7.08  Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VII, the Indemnifying Party shall satisfy its obligations within 15 business days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds. Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VII shall be satisfied: (a) from a reduction of the balance due to Seller under the Seller Principal Escrow Payments, first, and the Colorado Escrow Payments, second, if any; and (b) to the extent the amount of Losses due to the Buyer Indemnitee exceeds the outstanding balance amounts available due under the Escrow Payments, from Seller. Notwithstanding anything to the contrary herein, the parties agree that in the event that any claim submitted by Buyer as Indemnified Party to Seller in accordance with the provisions of this Agreement (a “Buyer Indemnity Claim”) has not been mutually resolved by the parties hereto nor has Buyer submitted the Buyer Indemnity Claim to adjudication, or obtained a final, non- appealable court order prior to the time that Buyer owes any amounts under the Escrow Payments (an “Unresolved Indemnity Claim”) , Buyer, at its option, may withhold payment of any Escrow Payments up to the amount in dispute until such time as the Unresolved Indemnity Claim is resolved. Within five (5) business days of the resolution of the Unresolved Indemnity Claim, Buyer and Seller shall deliver joint written instructions directing Escrow Agent to release the funds held by the Escrow Agent attributable to such Unresolved Indemnity Claim to Seller (or the Colorado Group Account), or Buyer, as applicable.

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ARTICLE VIII TERMINATION

Section 8.01Termination Rights. This agreement may be terminated at any time prior to the closing:

(i) there has been a breach of, or inaccuracy in, any representation or warranty of Seller contained in this Agreement, or (ii) Seller has breached or violated any covenant contained in this Agreement, in each case of clauses (i) and (ii), which breach, inaccuracy or violation (1) would reasonably be expected to result in the failure to satisfy a condition to closing set forth herein and (2) cannot be or has not been cured by the date which is twenty

(20) days after Buyer notifies Seller pursuant to Section 9.02 of such breach, inaccuracy or violation;

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Section 8.02 Notice of Termination. The party desiring to terminate this Agreement pursuant to Section 8.01(b) through Section 8.01(f) above shall give written notice of such termination to the other party hereto.

Section 8.03  Effect of Termination. Except for the obligations of Seller and Seller Principals under the Loan Documents, if this Agreement is terminated pursuant to this ARTICLE VIII, such termination shall be effective as against all parties hereto and shall be without liability of any party (or any member, manager, director, officer, employee, agent, consultant or Representative of such party) to the other parties to this Agreement; provided, however, if such termination shall result from the intentional or willful failure of a party to perform a covenant under this Agreement, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other parties as a result of such intentional or willful failure or breach. The provisions of this Section 8.03, Section 5.04, and ARTICLE IX shall survive any termination hereof pursuant to this ARTICLE VIII.

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ARTICLE IX MISCELLANEOUS

Section 9.01 Expenses. Except as otherwise set forth herein, all costs and expenses incurred in connection with this Agreement and the other Transaction Documents, and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses. All costs related to the regulatory filings needed to complete the Transfer of Licenses Change Request contemplated by this Agreement shall be paid by Buyer.

Section 9.02 Notices. All notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt);

(b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (and no “bounceback” message is received) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (d) on the third (3^rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):

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Section 9.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 9.04 No Third-Party Beneficiaries. Except with respect to the rights of indemnification in ARTICLE VII, nothing in this Agreement is intended to confer any rights or remedies upon any Person other than the parties hereto.

Section 9.05 Severability. If any term or provision of this Agreement or any other Transaction Document is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or such other Transaction Document or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 9.06  Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits, and the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 9.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, Buyer may assign this agreement to an Affiliate or a newly created subsidiary that is an Affiliate so long as it does not create any delay with DHSS Approval, and the parties will be entering into that certain Collateral Assignment of Material Contracts dated the date hereof among Buyer, Seller and Chicago Atlantic Admin, LLC, as administrative agent for a syndicate of lenders providing financing accommodations to Buyer and certain of its Affiliates. Notwithstanding the consummation or attempted consummation of any assignment by Buyer under this Section 9.07, Buyer shall remain as fully and primarily liable for the payment and performance of all other obligations of Buyer contained herein to the same extent as if the assignment had not occurred. If any assignee defaults beyond applicable cure and grace periods in the performance of any of the terms hereof, Seller may proceed directly against Buyer without the necessity of exhausting its remedies against such assignee. Any purported assignment in violation of this Section shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 9.08 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any

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of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.

Section 9.09  Governing Law; Submission to Jurisdiction. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby shall be instituted in the courts of the State of Missouri located in the county of St. Louis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.

Section 9.10  Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.11  Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 9.12  Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with the terms hereof, including, without limitation, the covenants and obligations set forth in ARTICLE V. and that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. For the avoidance of doubt, notwithstanding anything else in this Agreement, in no event shall specific performance of a party’s obligation to consummate the transaction survive any termination of this Agreement. Each party further agrees that: (i) no such party will oppose the granting of an injunction or specific performance as provided herein on the basis that the other party has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity; (ii) no such party will oppose the specific performance of the terms and provisions of this Agreement; and (iii) no party or any other Person shall be required to obtain, furnish, or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this section, and each party irrevocably waives any right it may have to require the obtaining, furnishing, or posting of any such bond or similar instrument.

Section 9.13  Regulatory and Licensure Cooperation. This Agreement is subject to requirements for ongoing regulatory compliance by the parties hereto, including, without limitation, requirements that the parties take no action in violation of Cannabis Laws or the guidance or instruction of DHSS. The parties acknowledge and understand that the Cannabis Laws and/or the requirements of DHSS are subject to change and are evolving as the marketplace for state-compliant cannabis businesses continues to evolve. If necessary to comply with the requirements of the Cannabis Laws and/or DHSS, the parties hereby agree to (and to cause their respective

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Affiliates and related parties and representatives to) use their respective commercially reasonable efforts to take all actions reasonably requested to ensure compliance with the Cannabis Laws and/or DHSS, including, without limitation, negotiating in good faith to amend, restate, amend and restate, supplement, or otherwise modify this Agreement to reflect terms that most closely approximate the parties original intentions but are responsive to and compliant with the requirements of the Cannabis Laws and/or DHSS.

Section 9.14  Federal Cannabis Laws. The parties expressly acknowledge that, despite the permissive regulatory environment existing in Missouri and certain other states, the cultivation, processing, possession, use, marketing, transport, and sale of marijuana remain illegal under federal law. Therefore, notwithstanding anything to the contrary contained herein, no party hereto shall be deemed to be in violation of this Agreement due to its failure or inability to comply with Federal Cannabis Laws so long as the conduct of its business is in compliance with the Cannabis Laws and DHSS. The parties expressly waive any right to rescission of this Agreement, or any claim or defense that this Agreement, or any term or provision hereof, is unenforceable due to the federal illegality of Seller’s business or any facet thereof.

Section 9.15 Non-Recourse. Excluding any rights of Buyer under the Loan Documents, this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby (excluding any express obligations under the Loan Documents).

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IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

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IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

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