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 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 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 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 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 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.

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 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.