Common use of Conditions Precedent to the Closing Clause in Contracts

Conditions Precedent to the Closing. Prior to or contemporaneously with the Closing, each of the following conditions shall have been fully satisfied: (a) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release of the City Land through the execution, delivery and recordation of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of Trust; (b) favorable opinion(s) of bond counsel to the City have been issued as to the impact of the transactions contemplated in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as to the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) the exhibits to this Agreement shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originals; and (h) the City and the Developer shall have received such other opinions of counsel as are customary for a transaction of this nature.

Conditions Precedent to the Closing. Prior to or contemporaneously with the Closing, each of the following conditions shall have been fully satisfied: (a) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release of the City Land through the execution, delivery and recordation of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of Trust; (b) favorable opinion(s) of bond counsel to the City have been issued as to the impact of the transactions contemplated in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as to the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) the Developer shall have delivered the performance and payment bond required by Section 3.3(h); (h) the exhibits to this Agreement shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originals; and (hi) the City and the Developer shall have received such other opinions of counsel as are customary for a transaction of this nature.

Conditions Precedent to the Closing. Prior The following shall be conditions precedent to the Closing (the "Conditions Precedent"): (A) The TMD Group's agreements, representations, warranties and covenants set forth in Section 2 above shall be fulfilled and accurate on or contemporaneously with before the ClosingClosing Date. Without limiting the generality of the foregoing, on or prior to the Closing Date: (B) The Merger Agreement (as defined below) and all of the other transactions contemplated by this LOI shall have been approved in writing by LIFD, by a majority of the LIFD Board, by a majority of the LIFD Stockholders if such approval is required under Nevada law, and by the Merger Subsidiary (as defined below); (C) The Merger Agreement and all of the other transactions contemplated by this LOI shall have been unanimously approved in writing: by each of the following conditions Owners; by the SI Board; and by the Managers of TMD; (D) The Merger Agreement shall have been fully satisfied: (a) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release approved by LIFD's lender, Surety Bank of the City Land through the executionDeLand, delivery and recordation of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of TrustFlorida; (bE) favorable opinion(s) of bond counsel All necessary securities filings in regard to the City Merger (as defined below) shall have been issued as to filed, and any necessary approvals shall have been obtained from the impact U.S. Securities and Exchange Commission (the "SEC"), all in the opinion of the transactions contemplated in this Agreement on the tax-exempt status LIFD's securities attorney ▇▇▇▇▇ ▇▇▇▇ of the Salt Lake City’s Special Obligation Bonds, Series 2016Utah; (cF) favorable opinion LIFD's outside firm of new markets tax credit counsel has been issued as to the impact certified public accountants, ▇▇▇▇▇ & Associates II, PLLC of the Partial Lease Termination AgreementSpokane, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; Washington (d"▇▇▇▇▇") the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement agreed with a franchisor LIFD that the financial statements of SI and TMD for an Approved Hotel Flag for fiscal years 2023 and 2024 are not required to be audited, or, alternatively, any needed audits and audit opinion letters associated with the Hotel; (f) the Developer Merger shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan been delivered by ▇▇▇▇▇ to LIFD, and delivered copies thereof such audits and opinion letters shall have been acceptable to the City; LIFD in form and the Developer shall be substance in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) the exhibits to this Agreement shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originalsits discretion; and (hG) Any necessary approvals of or consents to the City and Merger, or to the Developer executives, directors or stockholders of LIFD or its subsidiaries, shall have received such been obtained from the State of Illinois and its departments and agencies, and from any other opinions of counsel as are customary for a transaction of this naturegovernmental bodies having any approval rights thereof (collectively the "Governmental Approvals").

Conditions Precedent to the Closing. Prior The following shall be conditions precedent to the Closing (the "Conditions Precedent"): (A) The Marijuana Group's agreements, representations, warranties and covenants set forth in Section 2 above shall be fulfilled and accurate on or contemporaneously with before the Closing, each Closing Date. Without limiting the generality of the following conditions shall have been fully satisfiedforegoing, on or prior to the Closing Date: (a1) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center SI shall have given consent to the release transfer ownership of the City Land through the executionCraft Grow License to SCG1 as contemplated by Section 2(C)(1) above, delivery SI shall transfer ownership of Transport License #1 to ST1 as contemplated by Section 2(C)(2) above, and recordation SI shall transfer ownership of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of TrustTransport License #2 to ST2 as contemplated by Section 2(C)(3) above; (b2) favorable opinion(s) of bond counsel to the City have been issued as to the impact IK3 shall transfer ownership of the transactions contemplated in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as to the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust IK Infuser License and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consentsIK Inventory to IK4, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) the exhibits to this Agreement shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto andtransfer the Equipment to TMD Ventures, as applicable, executed in counterpart originalsLLC; and (h3) IK3 shall receive full payment of both the City License Debt and the Developer Equipment Debt; (B) The Merger Agreements (as defined below) and all of the other transactions contemplated by this LOI shall have received been approved in writing by LIFD, by a majority of the LIFD Board, by a majority of the LIFD Stockholders if such approval is required under Nevada law, and by the Merger Subsidiaries (as defined below); (C) The Merger Agreements and all of the other opinions transactions contemplated by this LOI shall have been unanimously approved in writing: by each of counsel the Owners; by the SI Board; and by the Managers of the Marijuana Subsidiaries; (D) The Merger Agreements shall have been approved by LIFD's lender, Surety Bank of DeLand, Florida; (E) All necessary securities filings in regard to the Mergers (as defined below) shall have been filed, and any necessary approvals shall have been obtained from the U.S. Securities and Exchange Commission (the "SEC"), all in the opinion of LIFD's securities attorney ▇▇▇▇▇ ▇▇▇▇ of Salt Lake City, Utah; (F) LIFD's outside firm of certified public accountants, ▇▇▇▇▇ & Associates II, PLLC of Spokane, Washington ("▇▇▇▇▇") shall have agreed with LIFD that the financial statements of SI and the Marijuana Subsidiaries for fiscal years 2023 and 2024 are customary for not required to be audited, or, alternatively, any needed audits and audit opinion letters associated with the Mergers shall have been delivered by ▇▇▇▇▇ to LIFD, and such audits and opinion letters shall have been acceptable to LIFD in form and substance in its discretion; (G) All necessary approvals of or consents to the Illinois Cannabis License transfers contemplated by this LOI, to the Mergers, or to the executives, directors or stockholders of LIFD or its subsidiaries, shall have been obtained from the State of Illinois and its departments and agencies, and from any other governmental bodies having any approval rights thereof (collectively the "Governmental Approvals"); (H) The Sustainable Executives shall have delivered to LIFD a transaction written plan, accompanied by an approving legal opinion, regarding the lawful maintenance of this naturethe social equity status of SI and the Marijuana Subsidiaries during the pre- and post-Closing periods, and such plan and legal opinion shall be acceptable to LIFD in its discretion; and (I) SI and IK3 shall have entered into an Agreement (the "Pre-Closing Agreement"), and the Pre-Closing Agreement shall be acceptable to LIFD in its discretion.

Conditions Precedent to the Closing. Prior The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or contemporaneously with before the ClosingClosing Date, of each of the following conditions, provided that these conditions shall have been fully satisfiedare for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (ai) There shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in a “Material Adverse Effect,” where “Material Adverse Effect” shall mean any condition, circumstance, or situation that may result in, or reasonably be expected to result in (1) a material adverse effect on the parties to legality, validity or enforceability of this Agreement or the new markets tax credit transaction that financed transactions contemplated herein, (2) a material adverse effect on the Rocky Mount Event Center shall have given consent to the release results of operations, assets, business or condition (financial or otherwise) of the City Land through Company, taken as a whole, or (3) a material adverse effect on the executionCompany’s ability to perform in any material respect on a timely basis its obligations under this Agreement, delivery the Note, all exhibits and recordation schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “Transaction Documents”). (ii) The Company’s common stock (“Common Stock”) shall be authorized for quotation or trading on the OTCQB of the Partial Lease Termination Agreement OTC Markets Group (the “Principal Market”) and trading in the Partial Release of Leasehold Deed of TrustCommon Stock shall not have been suspended for any reason; (biii) favorable opinion(s) The Company is not in material default nor aware of bond counsel to any potential material default with any of its lenders (including any holders of its convertible debentures), except as has been disclosed in the City have been issued as to Company’s filings with the impact of United States Securities and Exchange Commission (the transactions contemplated in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016“SEC”); (civ) favorable opinion of new markets tax credit counsel The Company has been issued as received all necessary authorizations required to issue and sell the Note to the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event CenterInvestor; (dv) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third The parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided signed a signed franchise agreement Closing Statement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof respect to the City; and the Developer shall be Closing in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) the exhibits to this Agreement shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originalsan agreed upon form; and (hvi) the City and the Developer The Company shall have received obtained the agreement of Redwood Management LLC, RDW Capital LLC, Redwood Fund II, LLC and Redwood Fund III, Ltd. (collectively the “Redwood Parties”) to transfer 20,000,000 shares of common stock which were reserved for the Redwood Parties to the Investor or ▇▇▇▇▇▇ Street, LLC, or an affiliate of either such other opinions of counsel as are customary for a transaction of this natureentities (the “YA Parties”), and its transfer agent shall have executed its acknowledgement and agreement to follow such instructions.

Conditions Precedent to the Closing. Prior to (a) The performance or contemporaneously with the Closing, each occurrence of the following conditions to the satisfaction of each of the Buyers (or waiver thereof as applicable), shall be conditions precedent to the Closing as provided in Section 3.1 above: (i) As promptly as practicable, but in no event later than twenty-one (21) calendar days following the Execution Date, the Buyers shall have conducted legal, financial and other due diligence on the Company without impediment and with the full cooperation of Seller and the Company, and the results thereof shall have been fully satisfied:found to be in all material respects satisfactory to the Buyers acting reasonably; (aii) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center The board of directors or shareholders of SFMT as may be required by applicable Law and SFMT's constitutive documents shall have given consent to approved the release purchase by SFMT of the City Land through SFMT Interest and the execution, delivery and recordation performance of this Agreement, and the execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, including the Escrow Agreement (as appropriate); (iii) The board of directors or shareholders of GTI as may be required by applicable Law and GTI's constitutive documents shall have approved the execution, delivery and performance of this Agreement, the transfer of the Partial Lease Termination Stock Consideration and the execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, including the GTI Guarantee, the Subscription Agreement, the Registration Rights Agreement, the New Shareholders Agreement and the Partial Release Standstill Agreement (as appropriate) and, if necessary, all transactions of Leasehold Deed SFMT and TeleRoss as GTI's Affiliates contemplated hereunder; (iv) The board of Trustdirectors or participants of TeleRoss as may be required by applicable Law and TeleRoss' constitutive documents shall have approved the purchase by TeleRoss of the TeleRoss Interest and the execution, delivery and performance of this Agreement, and the execution, delivery and performance of all other agreements, instruments or documents contemplated hereby, including the Escrow Agreement (as appropriate); (v) The board of directors and/or other governing body of Seller as may be required by applicable Law and the Seller's constitutive documents shall have approved the sale of the Interest and the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, including the Escrow Agreement, the Subscription Agreement, the Registration Rights Agreement, the New Shareholders Agreement and the Standstill Agreement (as appropriate), and receipt of the Cash Consideration, the TeleRoss Promissory Note, and the Stock Consideration, all subject to the terms and conditions of this Agreement, the Subscription Agreement, the New Shareholders Agreement, the Standstill Agreement, the Registration Rights Agreement and any other agreements, instruments or documents which may be required in connection herewith or therewith; (vi) Seller shall have obtained the CBR License permitting Seller to receive and hold the Stock Consideration as envisaged by this Agreement; (vii) The Amendments and all other necessary or appropriate documents shall have been duly approved by the general meeting of participants of the Company in accordance with applicable Law and the Charter; provided, that the Buyers (or either of them) shall use their reasonable best efforts to cause the Co-Owner (A) to provide to the Seller assistance with respect to the convocation and holding of such general meeting of participants of the Company and (B) to vote in favor of the issues on the agenda of such general meeting of participants of the Company as may be necessary to carry out the transactions contemplated hereby; (viii) As promptly as practicable, but in no event later than fourteen (14) calendar days following the Execution Date, the Seller shall have given written notice to the Co-Owner, and the Company itself, of its intention to sell the Interest to TeleRoss and SFMT; (ix) TeleRoss and SFMT each shall have received the appropriate Authorization from the Antimonopoly Ministry allowing them to acquire their respective Interests; (x) Any waiting period applicable to the transfer of the Stock Consideration under the HSR Act shall have expired; (xi) Seller and GTI shall have entered into the Subscription Agreement and the Registration Rights Agreement; (xii) Seller, GTI and certain shareholders of GTI shall have entered into the Standstill Agreement; (xiii) Seller, GTI and certain shareholders of GTI shall have entered into the New Shareholders Agreement; and (xiv) GTI shall have issued the GTI Guarantee. (b) favorable opinion(sThe performance or occurrence of the following conditions to the satisfaction of the Seller (or waiver thereof as applicable), shall be conditions precedent to the Closing as provided in Section 3.1 above: (i) As promptly as practicable, but in no event later than 5 Business Days following the delivery of notice specified in Section 4.1.(a)(viii), the Buyers (or either of them) shall provide to the Seller, or shall ensure that the Seller is provided with, duly executed waivers from GTI's Affiliate holding the other 50% (fifty percent) of bond counsel the issued, outstanding and authorized charter capital of the Company, and the Company itself, of their respective pre-emptive rights to purchase the Interest (such waivers shall be in form and substance reasonably satisfactory to the City Seller); (ii) The board of directors and/or other governing body of each of the Buyers (as appropriate) shall have been issued as to approved the impact purchase of the Interest and the execution, delivery and performance of this Agreement and the transactions contemplated in this Agreement on hereby, and the tax-exempt status execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, and payment or issue of the City’s Special Obligation BondsCash Consideration and the TeleRoss Promissory Note, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as all subject to the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of this Agreement, the Financing Commitments Escrow Agreement, the Subscription Agreement, the New Shareholders Agreement, the Standstill Agreement and no default exists thereunderthe Registration Rights Agreement (as appropriate) and any other agreements, instruments or documents which may be required in connection therewith; (giii) The board of directors or shareholders of GTI as may be required by applicable Law and GTI's constitutive documents shall have approved the exhibits to execution, delivery and performance of this Agreement shall be satisfactory in all respects to Agreement, the City transfer of the Stock Consideration and the Developer execution, delivery and shall be affixed hereto performance of all other agreements, instruments or other documents contemplated hereby, including the GTI Guarantee, the Subscription Agreement, the Registration Rights Agreement, the New Shareholders Agreement and the Standstill Agreement (as appropriate) and, if necessary, all transactions of SFMT and TeleRoss as applicable, executed in counterpart originalsGTI's Affiliates contemplated hereunder; and (hiv) As promptly as practicable, but in no event later than twenty-one (21) calendar days following the City Execution Date, Seller shall have conducted legal, financial and other due diligence of GTI without impediment and with the full cooperation of each of the Buyers, and the Developer results thereof shall have received such other opinions of counsel as are customary for a transaction of this naturebeen found to be in all material respects satisfactory to Seller acting reasonably.

Conditions Precedent to the Closing. Prior Unless otherwise waived in writing, the Parties’ obligations to or contemporaneously with the Closing, each of the following conditions shall have been fully satisfied: (a) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release of the City Land through the execution, delivery and recordation of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of Trust; (b) favorable opinion(s) of bond counsel to the City have been issued as to the impact of close on the transactions contemplated in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as to the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) the exhibits to by this Agreement shall be satisfactory in all respects subject to the City following conditions: 3.1 Bid procedures for the sale of the Target Shares shall have been approved by the Bankruptcy Court and the Developer Bidding Procedures Order shall have been entered by the Bankruptcy Court in accordance with Schedule 3A; 3.2 The transactions contemplated by this Agreement have been duly approved by the Bankruptcy Court and the Sale Order shall be affixed hereto andhave been entered by the Bankruptcy Court in accordance with Schedule 3A; 3.3 The transaction contemplated by this Agreement shall have been approved by a shareholders’ resolution of the Parent within twenty-one (21) days after the date of this Agreement, as applicablewhich shareholders’ resolution shall not have been withdrawn; 3.4 Purchaser shall have delivered to Seller, executed no later than 21 days after the date hereof, evidence of available liquid assets or a commitment letter in counterpart originalscustomary form from a bank specifically committing to provide financing to pay the Purchase Price which availability of liquid assets or committed financing shall not have been withdrawn (in whole or in part); 3.5 No Material Adverse Event shall have occurred after the date of this Agreement; 3.6 The Parties shall not have terminated this Agreement pursuant to Section 2.5.1.2, Section 4.2 or Section 6; 3.7 After the date of this Agreement, Seller shall not have terminated any Key Operations Team Employees without the prior written consent of Purchaser; and (h) 3.8 The Warranties of the City Parties contained in Schedule 5 shall be true and correct on the Developer shall have received such other opinions of counsel as are customary for a transaction date of this natureAgreement and true and correct in all material respects (except for those Warranties already qualified by materiality, which shall be true and correct in all respects) as of the date of Closing.

Conditions Precedent to the Closing. Prior 8.01 The Purchaser's obligation to or contemporaneously with carry out the Closingterms of this agreement and to complete the purchase referred to in section 1 is subject to the provisions of section 8.03, each and to the following additional conditions: (a) The Purchaser shall have obtained a fairness opinion respecting the transaction contemplated herein which is satisfactory to the Purchaser; (b) the Purchaser's shareholders shall have approved the transactions contemplated hereunder which require shareholder approval; (c) the purchase of the following conditions Shares shall have been fully satisfiedapproved by the Board of Directors of the Purchaser following completion of the Purchaser's due diligence investigations; (d) all outstanding indebtedness of the Company to its shareholders and any affiliated entities shall have been forgiven or converted into shares of the Company and, if converted, such shares shall be added to and constitute part of the "Shares" for the purposes of this agreement and any other persons becoming shareholders of the Company as a result thereof shall become parties to and be bound by the terms of this agreement; (e) on the Closing Date, the warranties and representations of the Vendor and the Company as set forth in section 4 hereof will be true in every material respect as if such warranties and representations were made by the Vendor and the Company on the Closing Date; (f) all covenants and agreements to be performed by the Vendor and the Company hereunder shall have been performed; (g) the Vendor will have delivered to the Purchaser: (i) resignations in writing of all directors and officers of the Company requested by the Purchaser; (ii) all corporate records, files and books of account of the Company; (iii) the common seal of the Company; (iv) share certificates representing the Shares duly endorsed for transfer to the Purchaser; and (v) such other documents as the Purchaser may reasonably request including but not limited to incumbency certificates of the Vendor, certified copies of resolutions of the directors of the Vendor and the Company authorizing the transaction, good standing certificates of the Vendor and the Company in forms reasonably satisfactory to the Purchaser; (h) on or before the Closing Date no federal, provincial state, regional or municipal government or agency thereof has enacted any statute or regulation or announced any policy that will materially and adversely affect the business or assets of the Company or the right of the Purchaser to the full enjoyment thereof; and (i) delivery on or before the Closing Date of such other documents as the Purchaser may reasonably request, including a certificate of the officers of the Vendor confirming the matters referred to in section 8.01(e), and an opinion from counsel for the Vendor in the form attached as Schedule "G" hereto. 8.02 The Vendor's obligation to carry out the terms of this agreement and to complete the sale referred to in section 1 is subject to the provisions of section 8.04, and to the following additional conditions: (a) the parties common share capital of the Purchaser shall have been consolidated on a ten (10) old for one (1) new basis and the name of the Purchaser shall have been changed to "Stockscape Technologies Ltd." or other name satisfactory to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release of the City Land through the execution, delivery and recordation of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of TrustVendor; (b) favorable opinion(s) on the Closing Date, the warranties and representations of bond counsel to the City Purchaser as set forth in section 5 hereof will be true in every material respect as if such warranties and representations have been issued as to made by the impact of the transactions contemplated in this Agreement Purchaser on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016Closing Date; (c) favorable opinion of new markets tax credit counsel has been issued as to on the impact Closing Date, the Purchaser will have performed all of the Partial Lease Termination Agreement, the Partial Release terms of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Centerthis agreement to be performed by it; (d) the City has obtained all necessary consents, amendments, modifications and waivers from Purchaser will have delivered to the appropriate third parties in order to consummate Vendor certificates representing the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital LeasePayment Shares; (e) delivery on or before the Developer shall have provided Closing Date of such other documents as the Vendor may reasonably request including but not limited to an incumbency certificate of the Purchaser, a signed franchise agreement with certified copy of resolutions of the directors of the Purchaser authorizing the transactions, a franchisor for good standing certificate of the Purchaser, a certificate of the officers of the Purchaser confirming the matters referred to in section 8.02(b), and an Approved Hotel Flag opinion from counsel for the HotelPurchaser in the form attached as Schedule "H" hereto; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all election as directors of the materials terms and conditions of Purchaser the Financing Commitments and no default exists thereunderindividuals set out in section 7.01(b); (g) completion of the exhibits to this Agreement shall be satisfactory sale of the Purchaser's interest in all respects to the City and the Developer and shall be affixed hereto andIvanhoe Project, as applicable, executed in counterpart originalsNevada; and (h) an insignificant number of shares shall have been tendered to the City Purchaser pursuant to the rights of its shareholders to dissent to the sale of the Ivanhoe Project. 8.03 The terms and conditions set forth in section 8.01, are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing, in whole or in part, but, except as so waived, the completion of the purchase referred to in section 1 by the Purchaser will not prejudice or affect any of the rights of the Purchaser in respect of the warranties and representations of the Vendor and the Developer Company set forth in section 4.01 and such representations and warranties shall have received survive the Closing Date. 8.04 The terms and conditions set forth in section 8.02, are for the exclusive benefit of the Vendor and the Company and may be waived by the Vendor in writing, in whole or in part, but, except as so waived, the completion of the purchase referred to in section 1 by the Vendor will not prejudice or affect any of the rights of the Vendor in respect of the warranties and representations of the Purchaser set forth in section 5.01 and such other opinions representations and warranties shall survive the Closing Date. 8.05 The obtaining of counsel as irrevocable commitments for the Financing is a condition precedent to the respective obligations of both the Vendor and the Purchaser to complete the sale and purchase referred to in section 1 hereof and may not be waived by either party without the consent of the other. 8.06 If the conditions precedent in sections 8.01, 8.02 and 8.05 are customary for a transaction not waived or fulfilled on or before August 31, 1999, the respective obligations of this naturethe Purchaser and the Vendor to complete the purchase and sale referred to in section 1 hereof shall terminate.

Conditions Precedent to the Closing. Prior The following shall be conditions precedent to the Closing (the "Conditions Precedent"): (A) The Hemp and Retail Group's agreements, representations, warranties and covenants set forth in Section 2 above shall be fulfilled and accurate on or contemporaneously with before the ClosingClosing Date; (B) The Merger Agreement (as defined below) and all of the other transactions contemplated by this LOI shall have been approved in writing by LIFD, by a majority of the LIFD Board, by a majority of the LIFD Stockholders if such approval is required under Nevada law, and by the Merger Subsidiary (as defined below); (C) The Merger Agreement and all of the other transactions contemplated by this LOI shall have been unanimously approved in writing: by each of the following conditions Owners; by the Managers of SG, SIDC, BSC and ▇▇▇. ▇▇▇▇▇▇▇'▇; and by the Bar Managers of District and Half-Baked; (D) The Merger Agreement shall have been fully satisfied: (a) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release approved by LIFD's lender, Surety Bank of the City Land through the executionDeLand, delivery and recordation of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of TrustFlorida; (bE) favorable opinion(s) of bond counsel All necessary securities filings in regard to the City Merger (as defined below) shall have been issued as to filed, and any necessary approvals shall have been obtained from the impact of U.S. Securities and Exchange Commission (the transactions contemplated "SEC"), all in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as to the impact LIFD's securities attorney ▇▇▇▇▇ ▇▇▇▇ of the Partial Lease Termination AgreementSalt Lake City, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) the exhibits to this Agreement shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originalsUtah; and (hF) LIFD's outside firm of certified public accountants, ▇▇▇▇▇ & Associates II, PLLC of Spokane, Washington ("▇▇▇▇▇") shall have audited the City financial statements of the Hemp and Retail Companies for fiscal years 2023 and 2024 in accordance with U.S. generally accepted accounting principles (and potentially, after ▇▇▇▇▇ has reviewed the Hemp and Retail Companies' financial statements for quarterly periods during 2025), and such audited financial statements and audit opinion letters associated with the Merger (collectively the "Audit") shall have been delivered by ▇▇▇▇▇ to LIFD, all as shall be necessary to allow SG to be acquired by LIFD pursuant to all applicable SEC and FASB rules and regulations, and to allow LIFD to timely file all necessary securities filings with the SEC, and the Developer Audit shall have received such other opinions of counsel been acceptable to LIFD in its discretion. The Hemp and Retail Group shall use good faith efforts to cause the Audit to be completed as are customary for a transaction of this naturepromptly as possible.

Conditions Precedent to the Closing. Prior to or contemporaneously with the Closing, each This Agreement shall become effective upon satisfaction of the following conditions shall have and the receipt by the Agent for and on behalf of the Lenders and the Hedge Providers, of the following documents, each in full force and effect, and in form and substance satisfactory to the Lenders, acting reasonably (unless delivery has been fully satisfied:waived by all of the Lenders): (a) the parties this Agreement shall have been duly executed and delivered to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release of the City Land through the execution, delivery and recordation of the Partial Lease Termination Agreement Agent and the Partial Release of Leasehold Deed of TrustLenders; (b) favorable opinion(s) of bond counsel the other Credit Documents, including the Subordination Agreements, shall have been duly executed and delivered to the City have been issued as to Agent and the impact of the transactions contemplated in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016Lenders; (c) favorable opinion of new markets tax credit counsel has been issued as to a Compliance Certificate completed by the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust Borrower and the release of Trust for the City Land from the new markets tax credit transaction that financed the Rocky Mount Event CenterFiscal Quarter ended September 30, 2007; (d) the City has obtained all necessary consents, amendments, modifications Agent and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC Lenders shall have received favourable legal opinions of the Capital LeaseBorrower's counsel relating to, among other things, subsistence of the Borrower, the Trust, Adminco and each Material Subsidiary and the authorization, execution, delivery and enforceability of the Credit Documents to which they are a party; (e) all fees and expenses then due in respect of the Developer Credit shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotelbeen paid in full; (f) the Developer no Default or Event of Default shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan occurred and delivered copies thereof to the City; be continuing and the Developer no Default or Event of Default shall be in compliance with all occur as a result of the materials terms and conditions making of the Financing Commitments and no default exists thereunderthis Agreement; (g) the exhibits to this Agreement Lenders and the Agent shall be satisfactory in all respects have received copies of the documents relating to the City and Reorganization, including without limitation, the Developer and shall be affixed hereto and, as applicable, executed in counterpart originals; andInformation Circular; (h) the City Reorganization shall be completed concurrently with delivery of this Agreement substantially in accordance with the terms and conditions of the Arrangement or with such changes thereto as consented to by the Agent on behalf of the Lenders; (i) since the date of the Information Circular, no event shall have occurred and no fact or circumstances shall exist that would reasonably be expected to have a Material Adverse Effect; (j) all Security Interests pursuant to the Security shall have been duly registered in all required jurisdictions; (k) the representations and warranties in Article 8 and in any other Credit Document shall be true, complete and correct on and with effect from the date of this Agreement; (l) the Agent and the Developer Lenders shall have received favourable legal opinions of Agent's Counsel; (m) the Lenders shall have received in respect of the Borrower, the Trust, Adminco and each Material Subsidiary: (i) a certificate of status, or equivalent issued by an appropriate Governmental/Judicial Body of the jurisdiction of organization of the Borrower, Peyto GP and Adminco; (ii) evidence of the registration of the Borrower, Peyto GP and Adminco in each jurisdiction where they carry on a business or own Property; (iii) a certified copy of the Constating Documents of the Borrower, the Trust, Adminco and the Material Subsidiaries; (iv) a certified copy of the resolutions of the directors of Peyto GP in its capacity as general partner of the Borrower and of Adminco in its own capacity and in its capacity as administrator on behalf of POT and the Trust, in each case with respect to the authorization, execution and delivery of this Agreement and the Credit Documents and the transactions contemplated thereby and the performance by each of them of their obligations thereunder; (v) an officer's certificate for the Borrower, the Trust, Adminco and each Material Subsidiary certifying as to certain matters of fact; (vi) a certificate of incumbency with specimen signatures of the individuals of the Borrower, the Trust, Adminco and the Material Subsidiaries executing this Agreement and the other Credit Documents to which they are respectively a party; (vii) a certificate of insurance showing the Agent as first loss payee and an additional insured under its insurance policies; and (viii) such other documents, certificates, opinions of counsel and agreements as are customary for a transaction reasonably required to confirm the completion and satisfaction of this naturethe foregoing which the Agent and the Lenders may request.

Conditions Precedent to the Closing. Prior to (a) The performance or contemporaneously with the Closing, each occurrence of the following conditions to the satisfaction of each of the Buyers (or waiver thereof as applicable), shall be conditions precedent to the Closing as provided in Section 3.1 above: (i) As promptly as practicable, but in no event later than twenty-one (21) calendar days following the Execution Date, the Buyers shall have conducted legal, financial and other due diligence on the Company without impediment and with the full cooperation of Seller and the Company, and the results thereof shall have been fully satisfied:found to be in all material respects satisfactory to the Buyers acting reasonably; (aii) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center The board of directors or shareholders of SFMT as may be required by applicable Law and SFMT's constitutive documents shall have given consent to approved the release purchase by SFMT of the City Land through SFMT Interest and the execution, delivery and recordation performance of this Agreement, and the execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, including the Escrow Agreement (as appropriate); (iii) The board of directors or shareholders of GTI as may be required by applicable Law and GTI's constitutive documents shall have approved the execution, delivery and performance of this Agreement, the transfer of the Partial Lease Termination Stock Consideration and the execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, including the GTI Guarantee, the Subscription Agreement, the Registration Rights Agreement, the New Shareholders Agreement and the Partial Release Standstill Agreement (as appropriate) and, if necessary, all transactions of Leasehold Deed SFMT and TeleRoss as GTI's Affiliates contemplated hereunder; (iv) The board of Trustdirectors or participants of TeleRoss as may be required by applicable Law and TeleRoss' constitutive documents shall have approved the purchase by TeleRoss of the TeleRoss Interest and the execution, delivery and performance of this Agreement, and the execution, delivery and performance of all other agreements, instruments or documents contemplated hereby, including the Escrow Agreement (as appropriate); (v) The board of directors and/or other governing body of Seller as may be required by applicable Law and the Seller's constitutive documents shall have approved the sale of the Interest and the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, including the Escrow Agreement, the Subscription Agreement, the Registration Rights Agreement, the New Shareholders Agreement and the Standstill Agreement (as appropriate), and receipt of the Cash Consideration, the TeleRoss Promissory Note, and the Stock Consideration, all subject to the terms and conditions of this Agreement, the Subscription Agreement, the New Shareholders Agreement, the Standstill Agreement, the Registration Rights Agreement and any other agreements, instruments or documents which may be required in connection herewith or therewith; (vi) Seller shall have obtained the CBR License permitting Seller to receive and hold the Stock Consideration as envisaged by this Agreement; (vii) The Amendments and all other necessary or appropriate documents shall have been duly approved by the general meeting of participants of the Company in accordance with applicable Law and the Charter; provided, that the Buyers (or either of them) shall use their reasonable best efforts to cause the Co-Owner (A) to provide to the Seller assistance with respect to the convocation and holding of such general meeting of participants of the Company and (B) to vote in favor of the issues on the agenda of such general meeting of participants of the Company as may be necessary to carry out the transactions contemplated hereby; (viii) As promptly as practicable, but in no event later than fourteen (14) calendar days following the Execution Date, the Seller shall have given written notice to the Co-Owner, and the Company itself, of its intention to sell the Interest to TeleRoss and SFMT; (ix) TeleRoss and SFMT each shall have received the appropriate Authorization from the Antimonopoly Ministry allowing them to acquire their respective Interests; (x) Any waiting period applicable to the transfer of the Stock Consideration under the HSR Act shall have expired; (xi) Seller and GTI shall have entered into the Subscription Agreement and the Registration Rights Agreement; (xii) Seller, GTI and certain shareholders of GTI shall have entered into the Standstill Agreement; (xiii) Seller, GTI and certain shareholders of GTI shall have entered into the New Shareholders Agreement; and (xiv) GTI shall have issued the GTI Guarantee. (b) favorable opinion(sThe performance or occurrence of the following conditions to the satisfaction of the Seller (or waiver thereof as applicable), shall be conditions precedent to the Closing as provided in Section 3.1 above: (i) As promptly as practicable, but in no event later than 5 Business Days following the delivery of notice specified in Section 4.1.(a)(viii), the Buyers (or either of them) shall provide to the Seller, or shall ensure that the Seller is provided with, duly executed waivers from GTI's Affiliate holding the other 50% (fifty percent) of bond counsel the issued, outstanding and authorized charter capital of the Company, and the Company itself, of their respective pre-emptive rights to purchase the Interest (such waivers shall be in form and substance reasonably satisfactory to the City Seller); (ii) The board of directors and/or other governing body of each of the Buyers (as appropriate) shall have been issued as to approved the impact purchase of the Interest and the execution, delivery and performance of this Agreement and the transactions contemplated in this Agreement on hereby, and the tax-exempt status execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, and payment or issue of the City’s Special Obligation BondsCash Consideration and the TeleRoss Promissory Note, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as all subject to the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of this Agreement, the Financing Commitments Escrow Agreement, the Subscription Agreement, the New Shareholders Agreement, the Standstill Agreement and no default exists thereunderthe Registration Rights Agreement (as appropriate) and any other agreements, instruments or documents which may be required in connection therewith; (giii) The board of directors or shareholders of GTI as may be required by applicable Law and GTI's constitutive documents shall have approved the exhibits execution, delivery and performance of this Agreement, the transfer of the Stock Consideration and the execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby, including the GTI Guarantee, the Subscription Agreement, the Registration Rights Agreement, the New Shareholders Agreement and the Standstill Agreement (as appropriate) and, if necessary, all transactions of SFMT and TeleRoss as GTI's Affiliates contemplated hereunder; and (iv) As promptly as practicable, but in no event later than twenty-one (21) calendar days following the Execution Date, Seller shall have conducted legal, financial and other due diligence of GTI without impediment and with the full cooperation of each of the Buyers, and the results thereof shall have been found to this Agreement shall be satisfactory in all material respects satisfactory to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originals; and (h) the City and the Developer shall have received such other opinions of counsel as are customary for a transaction of this natureSeller acting reasonably.

Conditions Precedent to the Closing. Prior The following shall be conditions precedent to the Closing (the "Conditions Precedent"): (A) The Real Estate Group's agreements, representations, warranties and covenants set forth in Section 2 above shall be fulfilled and accurate on or contemporaneously with before the ClosingClosing Date; (B) The Real Estate Group shall have delivered to LIFD clean updated title insurance policies on the Data Center and the Beverage Building; (C) The Merger Agreement (as defined below) and all of the other transactions contemplated by this LOI shall have been approved in writing by LIFD, by a majority of the LIFD Board, by a majority of the LIFD Stockholders if such approval is required under Nevada law, and by the Merger Subsidiary (as defined below); (D) The Merger Agreement and all of the other transactions contemplated by this LOI shall have been unanimously approved in writing: by each of the following conditions Owners and by the Managers of SP; (E) The Merger Agreement shall have been fully satisfied: (a) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release approved by LIFD's lender, Surety Bank of the City Land through the executionDeLand, delivery and recordation of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of TrustFlorida; (bF) favorable opinion(s) of bond counsel All necessary securities filings in regard to the City Merger (as defined below) shall have been issued as to filed, and any necessary approvals shall have been obtained from the impact of U.S. Securities and Exchange Commission (the transactions contemplated "SEC"), all in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as to the impact LIFD's securities attorney ▇▇▇▇▇ ▇▇▇▇ of the Partial Lease Termination AgreementSalt Lake City, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) the exhibits to this Agreement shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originalsUtah; and (hG) the City and the Developer LIFD's outside firm of certified public accountants, ▇▇▇▇▇ & Associates II, PLLC of Spokane, Washington ("▇▇▇▇▇") shall have received agreed with LIFD that the financial statements of the Real Estate Companies for fiscal years 2023 and 2024 are not required to be audited, or, alternatively, any needed audits and audit opinion letters associated with the Merger shall have been delivered by ▇▇▇▇▇ to LIFD, and such other opinions of counsel as are customary for a transaction of this natureaudits and opinion letters shall have been acceptable to LIFD in form and substance in its discretion.

Conditions Precedent to the Closing. Prior to or contemporaneously with the Closing, each of the following conditions shall have been fully satisfied: (a) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center City shall have given consent to the release of lease the City Land through to the execution, delivery and recordation of Developer pursuant to the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of TrustGround Lease; (b) favorable opinion(s) of bond counsel to the City have been issued as to the impact of the transactions contemplated in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016; (c) favorable opinion of new markets tax credit counsel has been issued as to the impact of the Partial Ground Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center; (d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease; (e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel; (f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance has complied with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder; (g) to the extent the referenced exhibits to this Agreement are not attached as of the execution of this Agreement, the same shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originals; and (h) the City and the Developer shall have received such other opinions of counsel as are customary for a transaction of this nature.