Medicine Man Technologies, Inc. (Form: 10-K, Received: 03/31/2022 16:11:56) (2023)

Exhibit 2.29

ASSET PURCHASE AGREEMENT

This ASSETPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2021 by and among (i) Double Brow,LLC, a Colorado limited liability company (“Buyer”), (ii) Medicine Man Technologies, Inc., a Nevada corporation (“Parent”),(iii) Smoking Gun, LLC, a Colorado limited liability company (“Seller”); (iv) Smoking Gun Land Company, LLC, a Coloradolimited liability company (“SG Land” and together with Seller, each a “Seller Party” and collectively,“Seller Parties”) and (v) Deborah Dunafon, Ralph Riggs, George Miller, Lindsey Mintz, Terry Grossman and Annette Gilman(each a “Member” and together, the “Members”). Buyer, Parent, Seller Parties and the Members aresometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalizedterms used but not otherwise defined in this Agreement have the meanings set forth on Exhibit A attached hereto.

1.Purchased Assets.

A.On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, assign, transfer, conveyand deliver to Buyer, and Buyer will purchase, acquire and accept from Seller, all of the tangible and intangible assets of Seller usedor held for use in the Business, and SG Land will sell, assign, transfer convey and deliver to Buyer, and Buyer will purchase, acquireand accept from SG Land, all of the tangible and intangible assets of SG Land related to the Leased Real Property (other than the ExcludedAssets of Seller and SG Land) including, in each case, the assets of Seller and SG Land set forth on Schedule 1(A)(i) (collectively,the “Purchased Assets”), free and clear of all Encumbrances. The Purchased Assets will not include any assets set forthon Schedule 1(A)(ii) (the “Excluded Assets”).

B.The Parties agree that, at the request of Buyer, any of the Purchased Assets that can be transmitted to Buyer electronically willbe so delivered to Buyer promptly following the Closing in a secure format and manner mutually agreeable to the Parties and will not bedelivered to Buyer on any tangible medium. After Closing, Seller Parties will not directly or indirectly use any copies of such PurchasedAssets under its custody or control except for (a) the purpose of verifying delivery of or re- delivering such Purchased Assets to Buyeror (b) complying with an express provision of this Agreement or any Related Agreement. Upon the written request of Buyer following theClosing, Seller Parties will return or destroy any such copies of the Purchased Assets using commercially reasonable means but, in anyevent, will not thereafter directly or indirectly permit or perform any recovery or restoration thereof, whether through forensics, archives,undeletion, or otherwise.

2.AssumedLiabilities; Excluded Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyerwill assume the Liabilities of Seller Parties specifically identified on Schedule 2 (collectively, the “Assumed Liabilities”).Except for the Assumed Liabilities, Buyer will not assume, and Seller Parties will pay, defend, discharge and perform, as and when due,and otherwise retain and remain solely responsible for, all Liabilities that are not expressly included in the Assumed Liabilities (collectively,the “Excluded Liabilities”), including: (a) any Liability of Seller Parties (including any Indebtedness of SellerParties); (b) any Liability of any successor or Affiliate of Seller Parties; (c) any Liability of any Person, directly or indirectlyrelated to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of thePurchased Assets prior to the Closing, whether or not recorded on the books and records of any Person (including any accounts payableto third parties that remain outstanding as of the Closing); (d) any Liability arising under or in any way related to the Employee BenefitPlans; (e) any Liability that would become a Liability of Buyer as a matter of Law in connection with this Agreement, any agreement executedor delivered in connection herewith, or the transactions contemplated hereby or thereby; (f) without limiting the generality of any ofthe foregoing, any Liability in respect of Taxes of Seller Parties (or any successor or Affiliate), or any Liability in respect of anyTaxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof for or accruing or arising atany time in respect of any period (or portion thereof) ending on or prior to the Closing; or (g) any Liability directly or indirectlyrelated to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets. Without limitingthe generality of the foregoing, it is expressly understood and agreed that unless a Liability is expressly within the definition ofAssumed Liabilities under this Section 2, neither Buyer nor any of its Affiliates will assume, nor will any of them be liablefor, such Liability.

3.Purchase Price. In consideration of the sale, conveyance, transfer and delivery of the Purchased Assets, and subject tothe terms and conditions herein and in reliance on the representations and warranties herein contained, Buyer agrees to pay the aggregatepurchase price of up to $4,000,000 (the “Closing Cash Consideration”), plus the Closing Stock Consideration (as definedbelow), plus the Earn Out Payments (as defined below), for the Purchased Assets, subject to the remainder of this Section 3, Section4 and Section 5 (collectively, the “Purchase Price”).

4.Payment of Purchase Price. Subject to the satisfaction or waiver of all of the conditions set forth in Section 10and Section 11, at the Closing, the Purchase Price shall be paid as follows:

A.No later than five (5) Business Days afterthe date hereof, Parent will pay or cause to be paid $50,000.00 (the “Earnest Money Payment Amount”), and associatedfees, to the Escrow Agent by wire transfer of immediately available funds to a bank account designated by the Escrow Agent to be heldby the Escrow Agent in accordance with the terms of the Escrow Agreement;

B.At the Closing,Buyer and Seller, in accordance with the terms of the Escrow Agreement, will jointly instruct the Escrow Agent to release the EarnestMoney Payment Amount to Seller by wire transfer of immediately available funds to a bank account or accounts of Seller Parties designatedby Seller at least three (3) Business Days prior to such date;

C.At the Closing, Buyer will pay, or cause to be paid, to Seller Parties, by wire transfer of immediately available funds to an accountof each applicable Seller Party designated by Seller Parties in writing prior to the Closing Date, an amount equal to (collectively,the “Closing Cash Payment”) (i) the Closing Cash Consideration less (ii) the aggregate amount of theIndebtedness identified in the Payoff Letters (the “Closing Date Repaid Indebtedness”), less (iii) theaggregate amount of the Seller Transaction Expenses identified in the Seller Transaction Expenses Invoices (the “Closing DateSeller Transaction Expenses”) less (iv) the Earnest Money Payment Amount less (v) the HoldbackEscrow Amount (vi) less the Negative Inventory Adjustment (if any) (vii) plus the Positive Inventory Adjustment(if any);

D.At the Closing, Buyer shall pay, or cause to be paid, the Closing Date Repaid Indebtedness in accordance with (and in the amountsspecified in) the respective Payoff Letters;

E.At the Closing, Buyer shall pay, or cause to be paid, the Closing Date Seller Transaction Expenses in accordance with (and in theamounts specified in) the respective Seller Transaction Expenses Invoices;

F.At the Closing, Buyer shall pay, or cause to be paid, the Holdback Escrow Amount to the Holdback Escrow Agent by wire transferof immediately available funds to an account designated by the Holdback Escrow Agent; and

G.At the Closing, Parent will issue to Seller 100,000 shares of Parent Common Stock (the “Closing Stock Consideration”).

H. Earn-out Payments.

(i)Time Periods. As additional consideration for the Purchased Assets, during the term of the Ground Lease Sublease Agreement (the“Earn-out Period”) (as may be extended, expire or earlier terminated in accordance with the terms of the Ground Lease SubleaseAgreement), Buyer shall pay to SG Land with respect to each calendar year (each, a “Calculation Period”) an amount, if any(each, an “Earn-out Payment”), equal to four percent (4%) of Gross Sales in excess of $4,500,000.00 (as adjusted, the “Breakpoint”).Within one hundred twenty (120) days after the end of each calendar year, Buyer shall submit to SG Land a statement showing the GrossSales during the preceding year, together with any payment of Percentage Rent due for such year. The Breakpoint shall be prorated forany partial year.

(ii)Audit. Buyer agrees to keep records of Gross Sales for at least three years after the expiration of the respective calendar (includingafter the end of the Earn-out Period); such records will be kept in accordance with GAAP and Parent and Buyer’s record retentionpolicies, as applicable. No more than once every two (2) years, SG Land and/or its agents may at reasonable times, and upon thirty (30)days’ prior notice to Buyer, inspect and audit such records at the Premises or such other location as Buyer may maintain such records.If an audit or examination by SG Land, or its representative, discloses that Buyer has failed to report all Gross Sales accurately, andthat the total amount of the Gross Sales is not within ninety-five percent (95%) of the Gross Sales previously reported by Buyer for anyperiod examined, Buyer will reimburse SG Land up to $3,000.00 for all reasonable documented expenses incurred by SG Land in performingthe examination, in addition to all additional Percentage Rent found to be owed by Buyer under this Section. If such an audit or examinationby SG Land, or its representative, discloses that the total amount of the Gross Sales is within ninety-five (95%) of, or exceeds, theGross Sales previously reported by Buyer for any period examined, SG Land will remain responsible for such expenses incurred by SG Landin conducting such audit and shall refund excess Percentage Rent found to be paid by Buyer under this Section.

(iii)Independence of Earn-out Payments. Buyer’s obligation to pay each of the Earn-out Payments to SG Land during the Earn-outPeriod, subject to the conditions set forth in Section 4.H.1, is an independent, per-annum obligation of Buyer and is not otherwiseconditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and the obligationto pay an Earn-out Payment to SG Land shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. For the avoidanceof doubt and by way of example, if the conditions precedent to the payment of the Earn-out Payment for the first Calculation Period arenot satisfied, but the conditions precedent to the payment of the Earn-out Payment for the second Calculation Period are satisfied, thenBuyer would be obligated to pay such Earn-out Payment for the second Calculation Period for which the corresponding conditions precedenthave been satisfied, and not the Earn-out Payment for the first Calculation Period.

(iv)Post-Closing Operation of the Business. Subject to the terms of this Agreement, subsequent to the Closing, Buyer shall havesole discretion with regard to all matters relating to the operation of the Business; provided, that Buyer shall not, directly or indirectly,take any actions in bad faith that would have the purpose of avoiding or reducing any of the Earn-out Payments hereunder.

5. Financial Requirements Regarding the Purchased Assets; Post-Closing Adjustments.

A.Financial Requirements. Notwithstanding anything in this Agreement to the contrary, on the Closing Date, the aggregate valueof the Inventory included in the Purchased Assets and delivered to Buyer shall not be less than $100,000 (the “Minimum Inventory”).“Inventory” shall mean the value of the saleable Inventory included in the Purchased Assets (excluding, however, anyinventory which is spoiled, unusable, expired or otherwise non-saleable). Inventory shall be determined in accordance with the Inventoryvaluation principles set forth on Schedule 5.A (the “Inventory Valuation Principles”). In addition, the cashincluded in the Purchased Assets and delivered to Buyer at Closing shall not be less than $750, including all cash held in cash registersused by the Business (the “Minimum Cash”).

B.Inventory Adjustment. On the date that is three (3) Business Days prior to the Closing Date, Seller will, in accordancewith Section 9.D, allow Buyer access to Seller’s facilities, books and records so that Buyer can make a good faith determinationof the value of the Inventory held by Seller as of such date, calculated in accordance with the Inventory Valuation Principles (the “ClosingInventory”). The Closing Cash Payment will be adjusted as follows: (A) if Closing Inventory is less than $90,000, the ClosingCash Payment will be reduced by the amount by which the Closing Inventory is less than the Minimum Inventory (such an adjustment, a “NegativeInventory Adjustment”), (B) if Closing Inventory is greater than $110,000, the Closing Cash Payment will be increased by theamount by which the Closing Inventory is greater than the Minimum Inventory (such an adjustment, a “Positive Inventory Adjustment”)or (C) if Closing Inventory is (i) equal to or greater than $90,000 and (ii) equal to or less than $110,000, there will be no adjustmentto the Closing Cash Payment; provided that in no event will the Negative Inventory Adjustment or the Positive Inventory Adjustmentexceed $25,000.

C.Purchase Price Allocation. For Tax purposes, the parties agree to allocate the Purchase Price and all other amountstreated as purchase price consideration for Tax purposes among the Purchased Assets as of the Closing Date in accordance with Section1060 of the Code and the methodology set forth on Schedule 5(C), which allocation shall be binding on Seller Parties;provided further that allocation of any Earn Out Payments, if applicable, shall be made solely to Purchased Assets sold by, and that Buyeracquires from, SG Land.

6.Representations and Warranties of Seller Parties. Each Seller Party represents and warrants to Buyer and Parent, as of thedate hereof and as of the Closing Date, as follows:

A.Organization; Authority. Each Seller Party is a limited liability company duly formed, validly existing and in good standingunder the Laws of the State of Colorado. Each Seller Party has full limited liability company, corporate, capacity and other power andauthority (as applicable) to (i) own and operate its assets, properties and business, (ii) carry on its business as presently conducted,(iii) execute, deliver and perform this Agreement and all Related Agreements to which it is, or at the Closing will be, a party, and(iv) consummate the transactions contemplated by this Agreement and the Related Agreements to which it is, or at the Closing will be,a party. Each Seller Party is duly qualified to do business and is in good standing in each jurisdiction in which the ownership or leasingof the properties or assets of the Business or the conduct of the Business requires such qualification. The execution, delivery and performanceof this Agreement and the Related Agreements to which a Seller Party or any Member is, or at the Closing will be, a party, and the consummationof the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company or other actionon the part of such Seller Party. Without limiting the generality of the foregoing, the board of directors, managers, managing membersor other governing body of each Seller Party has duly authorized the execution, delivery and performance by such Seller Party of thisAgreement and each Related Agreement to which such Seller Party is, or at the Closing will be, a party, and the consummation of the transactionscontemplated hereby and thereby. This Agreement and the Related Agreements to which each Seller Party is, or at the Closing will be,a party each constitutes a legal, valid and binding obligation of such Seller Party, enforceable in accordance with its terms. No consent,approval, notice, filing or authorization is required, to or by any other Person (including any Governmental Authority) in connectionwith the execution, delivery, consummation or performance of this Agreement or the transactions contemplated hereby.

B.Non-Contravention. Each Seller Party’s execution, delivery and performance of this Agreement and the Related Agreementsto which they are, or at the Closing will be, a party, and the consummation of the transactions contemplated hereby and thereby, do not,nor will they, (A) constitute a breach, violation or infringement of a Seller Party’s governing documents, (B) constitute a breachor violation of or a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any GovernmentalAuthority to which a Seller Party, any Member, the Business or any of Seller Parties’ assets or properties (including any PurchasedAssets) is subject, (C) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in anyparty the right to accelerate, terminate, modify or cancel, or require any notice under, any Contract or Permit to which a Seller Partyor a Member is a party or by which such Party is bound or by which the Business or any of Seller Parties’ assets or properties(including any Purchased Asset) is bound or affected, (D) result in the creation or imposition of any Encumbrance upon any of SellerParties’ assets or properties (including any Purchased Asset), or (E) require any Permit, approval, license, certificate, consent,waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any Contract, exceptfor any such Permit, approval, license, certificate, consent, waiver, authorization, novation or notice that will have been obtainedor made prior to the Closing, each of which is listed on Schedule 6(B).

C.Seller Equity. All of Seller Parties’ issued and outstanding equity is, and will on the Closing Date be, owned bythe Members. Neither Seller Party has any subsidiaries, other Affiliates or investments in any other Person. Except as set forth on Schedule6(C), there are no Contracts between a Seller Party or any Affiliate of a Seller Party and any Member.

D.Compliance with Laws. Seller Parties and the Members have complied, in all material respects, with all applicable Laws,in the conduct of the Business prior to the Closing Date and in connection with the execution, delivery and performance of this Agreementand the transactions contemplated hereby. At all times, Seller has complied with, and is currently in compliance with (i) all MED rules,including emergency rules, and industry bulletins as they are released, (ii) all applicable U.S. state and local Laws governing or pertainingto cannabis (including marijuana, hemp and derivatives thereof, including CBD), and (iii) all U.S. federal Laws regarding cannabis exceptto the extent that the U.S. federal law conflicts with applicable U.S. state and local Laws.

E.Title. Each Seller Party has good and marketable title to their respective Purchased Assets free and clear of all Encumbrancesof any kind or character.

F.Contracts. Schedule 6(F)(i) contains a schedule of, all Material Contracts (defined herein) to whichSeller is a party. Schedule 6(F)(i) includes the names of all parties to each Material Contract and the effective datesthereof. Seller is not in default or alleged to be in default under any Material Contract nor is Seller aware of any default by any otherparty to any such Material Contract, and there exists no event, condition or occurrence which, after notice or lapse of time, or both,would constitute a default under any such Material Contract. Seller is not party to any Contract that contains most favored nations orsimilar provisions or exclusivity provisions that are binding on Seller or the Business. All Material Contracts are in full force andeffect and constitute legal, valid and binding obligations of the parties thereto in accordance with their terms, and, except as set forthon Schedule 6(F)(ii), are capable of assignment to Buyer pursuant to this Agreement without any notice to or consent byany other party. Buyer has been provided true, accurate and complete copies of all Material Contracts.

G.Condition. The Purchased Assets (i) are in good condition and working order, free from material defects, patent and latent,(ii) have been maintained in accordance with good industry practice, (iii) are in good operating condition and repair, subject to normalwear and tear, and (iv) are suitable and sufficient for the purposes for which they are used. The Purchased Assets constitute all ofthe properties and assets necessary to operate the Business in substantially the same manner as conducted by Seller during the twelve(12) months immediately preceding the date hereof or as currently proposed to be conducted and as required by applicable Law.

H.No Liabilities. Schedule 6(H) lists all Indebtedness of Seller outstanding as of the date hereof. Except forLiabilities which will be paid off and discharged in full by Seller prior to the Closing Date, Seller has no Liabilities which relateto, encumber, bind or otherwise restrict the Purchased Assets, including Liabilities which may become known or arise only after the ClosingDate and which result from actions, events or occurrences on or prior to the Closing Date.

I.Litigation. Except as set forth in Schedule 6(I), there is no Legal Proceeding pending or, to Seller’sKnowledge, threatened against a Seller Party which, if adversely determined, would have a material adverse effect on the Purchased Assetsnor is there any Order of any court, Governmental Authority or arbitrator outstanding against a Seller Party having, or which, insofaras can be reasonably foreseen, in the future may have, any such effect.

J.Environmental. Each Seller Party is in material compliance with and has not violated any environmental Laws. Neither SellerParty has generated, manufactured, recycled, reclaimed, refined, transported or treated hazardous substances or other dangerous or toxicsubstances, or solid wastes, and there has been no release or threatened release of any hazardous substances on or off any of a SellerParty’s property or any other location or facility used or occupied by a Seller Party. Neither Seller Party’s property containsin- ground, below or underground storage tanks or containers, either in or not in use. No employee or former employee of Seller has beenexposed to any hazardous material owned, produced or utilized by Seller or any current or former subsidiary. Neither Seller Party hascaused or experienced past or present events, conditions, circumstances, plans or other matters which: (i) are not in compliance withall environmental Laws; or (ii) may give rise to any statutory, common law, or other legal liability, or otherwise form the basis of anyclaim, action, demand, suit, proceeding, hearing, notice of violation or investigation based on or relating to hazardous materials, including,without limitation, (x) such matters relating to any property owned, leased or utilized by such Seller Party, (y) relating to inventoryof or waste from hazardous materials or (z) arising from any off- site disposal, release or threatened release of hazardous materials.Neither Seller Party has received notice or indication from any Governmental Authority or private or public entity advising it that itis or may be responsible for any investigation or response costs with respect to a release, threatened release or cleanup of chemicalsor materials produced by or resulting from any business, commercial or industrial activities, operations or processes, including, withoutlimitation, any hazardous materials

K.Taxes. Each Seller Party has duly and timely filed (and prior to the Closing Date will duly and timely file those currentlynot due) all Tax Returns required to be filed, all of which were prepared in accordance with applicable Laws and all of which are true,correct and complete, for all years and periods (and portions thereof) and for all jurisdictions (whether federal, state, local or foreign)in which any Tax Returns were due, taking into account any extensions granted under Law. Each Seller Party has timely paid all Taxes requiredto be paid by it and, prior to the Closing Date, will timely pay any Taxes required to be paid by it as of such time. All applicable sales,use, excise and similar Taxes, to the extent due, were paid by the respective Seller Party when the Purchased Assets were acquired bysuch Seller Party, and each Seller Party has collected and paid all applicable sales, use, excise and similar Taxes required to be collectedand paid by such Seller Party on the sale of products or taxable services by such Seller Party. There are no existing liens for Taxesupon any of the Purchased Assets. No claim has ever been made by an authority in a jurisdiction where a Seller Party does not file TaxReturns that such Seller Party is or may be subject to Tax by that jurisdiction. There is no dispute, audit, examination, investigationor claim concerning any Tax Liability of any Seller Party. Each Seller Party has not waived any statute of limitations in respect of Taxesor agreed to any extension of time with respect to a Tax assessment or deficiency. Seller is presently properly treated as a corporationfor federal and applicable state and local income tax purposes. SG Land has always been properly treated as a partnership for federaland applicable state and local income tax purposes. No “excess parachute payment,” as defined in Section 280G of the Code(or any similar provision of other applicable Law) will or could result as a result of the transactions contemplated by this Agreement.

L.Benefits. Schedule 6(L) contains a list of any and all Employee Benefit Plans that Seller maintainsor to which it contributes, and Buyer has been provided with true and correct copies of all such plans. Except as identified on Schedule6(L), Seller has not maintained, contributed to, or been required to contribute to any other “employee welfare benefitplan” (as defined in Section 3(1) of ERISA) or any other “employee pension benefit plan” (as defined in Section3(2) of ERISA), including any multi-employer plan.

M.Employees. Seller is in material compliance with all applicable Laws related to employment and employment practices, termsof employment and wages and hours. Seller has experienced no strikes or work stoppages and, except as set forth on Schedule 6(M)(i),there is no collective bargaining relationship between Seller and any union covering employees of Seller. There is no dispute or controversywith any union or other organization relating to Seller’s employees and there are no proceedings pending or threatened involvinga dispute or controversy. Schedule 6(M)(i)(ii) includes a true, correct and complete list of Sellers’ employees,contractors and consultants, their job title, date of hire or engagement, status as active or on leave (including the type of leave),current base salary or pay, current classification status as an exempt or non-exempt employee, visa status (including type of visa),if applicable, accrued and unused vacation time and earned or eligible commission, bonus or any other compensation (if applicable).

N.Intellectual Property. Schedule 6(N) contains a complete and accurate list and summary description of allIntellectual Property, owned by or licensed to Seller and used in the conduct of the Business. Seller is the sole and exclusive ownerof the entire right, title and interest in and to such Intellectual Property rights and Seller’s use thereof does not infringe uponthe rights of any third party.

O. Reserved.

P.Financial Statements. Schedule 6(O) contains (i) Seller’s statements of financial position asof December 31, 2020 and statements of income and retained earnings and the notes thereto for the fiscal years then ended, each such statementbeing prepared by the Company’s independent outside certified public accountants; and (ii) Seller’s statements of financialposition as of as of August 31, 2021 and statements of income and retained earnings for the period from January 1, 2021 to August 31,2021. All such statements are complete and accurate and fairly present the financial position and results of operations of Seller as ofthe respective dates thereof, all in accordance with GAAP consistently applied throughout the periods indicated.

Q.No Changes. Since January 1, 2021, there has not been (a) any adverse change in the business, prospects, financial condition,earnings or operations of Seller; (b) any damage, destruction or loss, whether covered by insurance or not, adversely affecting the PurchasedAssets or Seller’s business; (c) any increase in the compensation payable or to become payable to any employees made outside theOrdinary Course of Business or any adoption of or increase in any bonus, insurance, pension or other employee benefit plan, payment orarrangement made to, for or with any such party; (d) any entry into any commitment or transaction outside the Ordinary Course of Business;(e) any change by Seller in accounting methods, practices or principles; (f) any termination or waiver of any rights of value to Seller’sbusiness; (g) any other transaction or event other than in the Ordinary Course of Business; (h) any transaction or conduct inconsistentwith Seller’s past business practices; (i) any adoption or amendment of any collective bargaining, bonus, profit sharing, compensation,stock option, pension, retirement, deferred compensation, or other plan, agreement, trust, fund or arrangement for the benefit of employees;(j) any other occurrence, action or event which, if it had occurred or taken place after the date hereof would be prohibited by Section9.C); or (i) any agreement or understanding made or entered into to do any of the foregoing.

R.Certain Payments. None of Seller, the Members, any Affiliate of Seller or the Members, any officer, employee or agent ofSeller or the Members, any other Person acting on behalf of or associated with Seller or the Members, acting alone or together, has (a)received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefit, regardlessof its nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other entity or individualwith whom Seller has done business directly or indirectly; or (b) directly or indirectly, given or agreed to give any gift or similarbenefit to any customer, supplier, trading company, shipping company, governmental employee or other Person who is or may be in a positionto help or hinder the business of Seller (or assist Seller in connection with any actual or proposed transaction) which (i) might subjectSeller to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii), if not given in the past, mighthave had an adverse effect on the assets, business or operations of Seller or (iii), if not continued in the future, might adversely affectthe assets, business, operations or prospects of Seller or which might subject Seller to suit or penalty in any private or governmentallitigation or proceeding.

S.Suppliers. No supplier of Seller that has provided goods or services to Seller representing, individually or in the aggregate,more than $10,000 in payments or commitments within the last 12 months has (i) ceased, or indicated any intention to cease, doing businesswith Seller, or (ii) changed or indicated any intention to change any terms or conditions for future sales of products or services fromthe terms or conditions that existed with respect to the purchase of such products or services during the 12 month period ending on thedate.

T.Permits. Each Seller Party has maintained, in full force and effect, and has complied with, all Permits and has filed allregistrations, reports and other documents that, in each case, are necessary or required for the operations of such Seller Party and theconduct of the Business as currently operated, or the ownership, lease, use or operation of its assets or properties of the Business.Schedule 6(T) lists all such Permits, including all licenses and other Permits associated with the Leased Real Property,and the license numbers set forth on such schedule for each such license or Permit are accurate and correct. There is no Legal Proceedingpending or Order outstanding or, to Seller’s Knowledge, threatened against a Seller Party that would reasonably be expected to adverselyaffect any such Permit, and, to Seller’s Knowledge, there are no facts or circumstances that could reasonably be expected to resultin any such Permits being suspended or revoked or otherwise lapsing prematurely. Each Permit that is assignable will be assigned to Buyerat the Closing and will continue to be in full force and effect following the Closing until the expiration of such Permits in accordancewith their respective terms.

U.Real Property. Except as set forth on Schedule 6(U), Seller does not own and has never owned any real property(including any ownership interest in any buildings or structures and improvements located thereon). Seller is not obligated or bound byany options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property. Schedule6(U) sets forth a true, complete and correct list of all Contracts pursuant to which Seller leases, subleases, licenses,uses, operates or occupies or has the right to lease, sublease, license, use, operate or occupy, now or in the future, any real propertyin relation to the Business (each, whether written, oral or otherwise, being a “Real Property Lease” and any real property,land, buildings and other improvements covered by the Real Property Lease being “Leased Real Property”), and for eachsuch Real Property Lease, the address of the Leased Real Property that is the subject of such Real Property Lease. Seller has not assigned,transferred or pledged any interest in any Real Property Lease. Other than the Real Property Leases, there are no leases, subleases, licensesor other agreements granting to any Person other than Seller any right of use or occupancy of any portion of the Leased Real Property.All of the land, buildings, structures and other improvements used by Seller in relation to the Business are included in the Leased RealProperty. Except as obligated pursuant to Section 10.D.xix below, Seller has not exercised any option or right to terminate, renewor extend or otherwise affect any right or obligation of the tenant with respect to any of the Leased Real Property or to purchase anyof the Leased Real Property. SG Land will, effective at the Closing, have good and marketable leasehold title to the Leased Real Property,in each case, free of all Encumbrances. No Seller Party has received any written notice of any violation of Laws with respect to any RealProperty Lease or any Leased Real Property. There are no pending or, to Seller’s Knowledge, threatened or contemplated Legal Proceedingsregarding condemnation or other eminent domain Legal Proceedings affecting any Leased Real Property or any negotiations regarding or saleor other disposition of any Leased Real Property in lieu of condemnation, or other Legal Proceedings relating to any parcel of the LeasedReal Property or any portion thereof that would reasonably be expected to be material to Seller.

V.Brokers. Except as set forth in Schedule 6(V), neither Seller nor any Person acting on Seller’s behalfhas employed or engaged any financial advisor, broker or finder or incurred any Liability for any financial advisory, brokerage or finder’sfee or commission in connection with this Agreement, the Related Agreements or the transactions contemplated hereby or thereby for whichSeller or any of its Affiliates is or may become liable.

W.Parent Common Stock. In connection with the issuance of the Parent Common Stock contemplated by this Agreement:

(i)Seller and Members are acquiring the Parent Common Stock for investment for the Seller and Member’s own account only, asapplicable, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” thereofwithin the meaning of the Securities Act of 1933, as amended and in effect from time to time, and the rules and regulations promulgatedthereunder (collectively, the “Securities Act”). Seller has no present intention of selling, granting any participationin, or otherwise distributing the Parent Common Stock, except for a pro rata distribution to Members in connection herewith, in accordancewith the Securities Act and subject to Buyer receiving an executed Lock-Up Agreement from Seller and Members, as applicable. Seller doesnot have any Contract with any Person to sell, transfer or grant participations to such Person or to any other Person, with respect toany of the Parent Common Stock, except for the pro rata distribution to Members in connection with Closing.

(ii)At no time was Seller presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or otherform of general advertising or solicitation in connection with the offer, sale and purchase of the Parent Common Stock by Buyer, Parentor their agents or Affiliates.

(iii)Seller has been furnished with, and has had access to, such information as Seller considers necessary or appropriate in connectionwith the acquisition of the Parent Common Stock, and Seller has had an opportunity to ask questions and receive answers from Buyer regardingthe terms and conditions of the delivery of the Parent Common Stock.

7.Representations and Warranties of the Members. The Members, severally and not jointly, represent and warrant to Buyer andParent, as of the date hereof and as of the Closing Date, as follows:

A.Organization; Authority. Each Seller Party is a limited liability company duly formed, validly existing and in good standingunder the Laws of the State of Colorado. Each Seller Party and each Member has full limited liability company, corporate, capacity andother power and authority (as applicable) to (i) own and operate its assets, properties and business, (ii) carry on its business as presentlyconducted, (iii) execute, deliver and perform this Agreement and all Related Agreements to which it is, or at the Closing will be, a party,and (iv) consummate the transactions contemplated by this Agreement and the Related Agreements to which it is, or at the Closing willbe, a party. Each Seller Party is duly qualified to do business and is in good standing in each jurisdiction in which the ownership orleasing of the properties or assets of the Business or the conduct of the Business requires such qualification. The execution, deliveryand performance of this Agreement and the Related Agreements to which a Seller Party or any Member is, or at the Closing will be, a party,and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liabilitycompany or other action on the part of such Seller Party and such Member. Without limiting the generality of the foregoing, the boardof directors, managers, managing members or other governing body of each Seller Party has duly authorized the execution, delivery andperformance by such Seller Party of this Agreement and each Related Agreement to which such Seller Party is, or at the Closing will be,a party, and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to whicheach Seller Party and any Member is, or at the Closing will be, a party each constitutes a legal, valid and binding obligation of suchSeller Party and such Member, enforceable in accordance with its terms. No consent, approval, notice, filing or authorization is required,to or by any other Person (including any Governmental Authority) in connection with the execution, delivery, consummation or performanceof this Agreement or the transactions contemplated hereby.

B.Non-Contravention. Each Member’s execution, delivery and performance of this Agreement and the Related Agreementsto which they are, or at the Closing will be, a party, and the consummation of the transactions contemplated hereby and thereby, do not,nor will they, (A) constitute a breach, violation or infringement of a Seller Party’s governing documents, (B) constitute a breachor violation of or a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any GovernmentalAuthority to which a Seller Party, any Member, the Business or any of Seller Parties’ assets or properties (including any PurchasedAssets) is subject, (C) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in anyparty the right to accelerate, terminate, modify or cancel, or require any notice under, any Contract or Permit to which a Seller Partyor a Member is a party or by which such Party is bound or by which the Business or any of Seller Parties’ assets or properties(including any Purchased Asset) is bound or affected, (D) result in the creation or imposition of any Encumbrance upon any of SellerParties’ assets or properties (including any Purchased Asset), or (E) require any Permit, approval, license, certificate, consent,waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any Contract, exceptfor any such Permit, approval, license, certificate, consent, waiver, authorization, novation or notice that will have been obtainedor made prior to the Closing, each of which is listed on Schedule 6(6.B).

C.Seller Equity. All of Seller Parties’ issued and outstanding equity is, and will on the Closing Date be, owned bythe Members. Neither Seller Party has any subsidiaries, other Affiliates or investments in any other entity or business operation. Exceptas set forth on Schedule 6(6.C), there are no Contracts between a Seller Party or any Affiliate of a Seller Partyand any Member.

D.Compliance with Laws. Seller Parties and the Members have complied, in all material respects, with all applicable Laws,in the conduct of the Business prior to the Closing Date and in connection with the execution, delivery and performance of this Agreementand the transactions contemplated hereby. At all times, Seller has complied with, and is currently in compliance with (i) all MED rules,including emergency rules, and industry bulletins as they are released, (ii) all applicable U.S. state and local Laws governing or pertainingto cannabis (including marijuana, hemp and derivatives thereof, including CBD), and (iii) all U.S. federal Laws regarding cannabis exceptto the extent that the U.S. federal law conflicts with applicable U.S. state and local Laws.

E.Title. Each Seller Party has good and marketable title to their respective Purchased Assets free and clear of all Encumbrancesof any kind or character.

F.Taxes. Each Seller Party has duly and timely filed (and prior to the Closing Date will duly and timely file those currentlynot due) all Tax Returns required to be filed, all of which were prepared in accordance with applicable Laws and all of which are true,correct and complete, for all years and periods (and portions thereof) and for all jurisdictions (whether federal, state, local or foreign)in which any Tax Returns were due, taking into account any extensions granted under Law. Each Seller Party has timely paid all Taxes requiredto be paid by it and, prior to the Closing Date, will timely pay any Taxes required to be paid by it as of such time. All applicable sales,use, excise and similar Taxes, to the extent due, were paid by the respective Seller Party when the Purchased Assets were acquired bysuch Seller Party, and each Seller Party has collected and paid all applicable sales, use, excise and similar Taxes required to be collectedand paid by such Seller Party on the sale of products or taxable services by such Seller Party. There are no existing liens for Taxesupon any of the Purchased Assets. No claim has ever been made by an authority in a jurisdiction where a Seller Party does not file TaxReturns that such Seller Party is or may be subject to Tax by that jurisdiction. There is no dispute, audit, examination, investigationor claim concerning any Tax Liability of any Seller Party. Each Seller Party has not waived any statute of limitations in respect of Taxesor agreed to any extension of time with respect to a Tax assessment or deficiency. Seller is presently properly treated as a corporationfor federal and applicable state and local income tax purposes. SG Land is presently properly treated as a partnership for federal andapplicable state and local income tax purposes. No “excess parachute payment,” as defined in Section 280G of the Code (orany similar provision of other applicable Law) will or could result as a result of the transactions contemplated by this Agreement.

G.Parent Common Stock. In connection with the issuance of the Parent Common Stock contemplated by this Agreement:

(i)Subject to the Lock-Up Agreement, Seller and Members are acquiring the Parent Common Stock for investment for the Seller and Member’sown account only, as applicable, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution”thereof within the meaning of the Securities Act of 1933, as amended and in effect from time to time, and the rules and regulations promulgatedthereunder (collectively, the “Securities Act”). Seller has no present intention of selling, granting any participationin, or otherwise distributing the Parent Common Stock, except for a pro rata distribution to Members in connection herewith, in accordancewith the Securities Act and subject to Buyer receiving an executed Lock-Up Agreement from Seller and Members, as applicable. Seller doesnot have any Contract with any Person to sell, transfer or grant participations to such Person or to any other Person, with respect toany of the Parent Common Stock, except for the pro rata distribution to Members in connection with Closing.

(ii)At no time was Seller presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or otherform of general advertising or solicitation in connection with the offer, sale and purchase of the Parent Common Stock by Buyer, Parentor their agents or Affiliates.

(iii)Seller has been furnished with, and has had access to, such information as Seller considers necessary or appropriate in connectionwith the acquisition of the Parent Common Stock, and Seller has had an opportunity to ask questions and receive answers from Buyer regardingthe terms and conditions of the delivery of the Parent Common Stock.

8.Representations and Warranties of Buyer and Parent. Buyer and Parent jointly and severally represent and warrant to SellerParties and the Members as follows:

A.Organization; Standing and Power. Buyer is a limited liability company duly organized, validly existing and in good standingunder the Laws of the State of Colorado. Parent is a corporation duly incorporated, validly existing and in good standing under the Lawsof the State of Nevada. Each of Buyer and Parent has full corporate power and authority to execute, deliver and perform this Agreementand all Related Agreements to which it is, or at the Closing will be, a party and to consummate the transactions contemplated by thisAgreement and each of the Related Agreements to which it is, or at the Closing will be, a party.

B.Authorization and Non-Contravention. The execution, delivery and performance of this Agreement and the Related Agreementsto which either of Buyer or Parent is, or at the Closing will be, a party, and the consummation of the transactions contemplated herebyand thereby, have been duly authorized by all necessary corporate or other action on the part of Buyer or Parent, as applicable. ThisAgreement and the Related Agreements to which Buyer is, or at the Closing will be, a party each constitute a legal, valid and bindingobligation of Buyer, enforceable in accordance with its terms. Each of Buyer’s and Parent’s execution, delivery and performanceof this Agreement and the Related Agreements to which Buyer or Parent is, or at the Closing will be, a party, and the consummation ofthe transactions contemplated hereby and thereby does not and will not (i) constitute a breach, violation or infringement of such Person’sgoverning documents, (ii) constitute a breachor violation of or a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any GovernmentalAuthority to which such Person or any of its assets or properties is subject, (iii) conflict with, result in a breach of, constitutea default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or requireany notice under, any Contract or Permit to which such Person is a party or by which such Person is bound or by which any of such Person’sassets or properties is bound or affected, (iv) except as set forth in Schedule 8.B, require any Permit, certificate, consent,waiver, authorization, novation or notice of or to any other Person, including any Governmental Authority or any party to any Contractto which Buyer or Parent, as applicable, is a party, except, with respect to subsections (ii), (iii) and (iv) as would not materiallyadversely affect Buyer’s or Parent’s, as applicable, ability to consummate the transactions contemplated by this Agreement.

C.Brokers. Except as set forth in Schedule 8.C, neither Buyer nor any Person acting on Buyer’s behalf has employedor engaged any financial advisor, broker or finder or incurred any Liability for any financial advisory, brokerage or finder’s feeor commission in connection with this Agreement, the Related Agreements or the transactions contemplated hereby or thereby for which Buyeror any of its Affiliates is or may become liable.

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

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

F.Legal Proceedings. Except as set forth in Schedule 8.F, there are no actions, suits, claims, investigations or otherlegal proceedings pending or, to Buyer's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek toprevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

G.Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business andthe Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, booksand records, and other documents and data of Seller for such purpose. Buyer acknowledges and agrees that: (a) in making its decision toenter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation andthe express representations and warranties of Seller set forth in Section 6 of this Agreement (including related portions of the Schedules);and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets orthis Agreement, except as expressly set forth in Section 6 of this Agreement (including the related portions of the Schedules). Notwithstandinganything to the contrary in this Section 8.G, nothing in this Section 8.G will limit any Buyer Indemnified Party’srights with respect to claims for fraud.

9. Covenants.

A.General. Each of the Parties will use reasonable efforts to take, or cause to be taken, all action, and to do, or causeto be done, all things reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplatedby this Agreement and the Related Agreements (including satisfaction of the Closing conditions set forth in Sections 10 and 11)in a prompt and expeditious manner; provided, however, that nothing in this Agreement requires, or will be construed torequire, Buyer to take, or to refrain from taking, any action (including agreeing to any concession or arrangement with any GovernmentalAuthority or other Person that would impose any material obligation on Buyer) that would result in any restriction with respect to anyproperties, assets, business or operations of Buyer or its Affiliates, or to cause its Affiliates to do or agree to do any of the foregoing,whether prior to, at or following the Closing.

B.Notices and Consents. Seller Parties, respectively, will give all notices to Governmental Authorities and other Personsand use reasonable efforts to obtain, in writing, without penalty or condition that is adverse to Buyer, all consents, Permits, certificates,covenants, waivers, authorizations or novations required in connection with the transactions contemplated by this Agreement and the RelatedAgreements as expeditiously as possible. Seller Parties will provide Buyer complete copies of all letters, applications or other documentsprior to their submission to or promptly after receipt from any Governmental Authority or other Person with respect to each consent,Permit, certificate, covenant, waiver, authorization or novation, and will afford Buyer the opportunity to comment on any letter, applicationand other document to be submitted reasonably in advance of the anticipated time of submission. Seller will inform Buyer of the contentof any oral submission reasonably in advance of an anticipated oral communication with any Governmental Authority and afford Buyer theopportunity to comment on any such oral submission. Seller Parties will promptly and regularly advise Buyer concerning the status ofeach consent, Permit, certificate, covenant, waiver, authorization or novation, including any difficulties or delays experienced in obtainingand any conditions required for such items. Seller Parties will not permit any of its officers or any other representatives or agentsto participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating tothe transactions contemplated hereby unless it consults with Buyer in advance and, to the extent permitted by such Governmental Authority,gives Buyer the opportunity to attend and participate thereat. Neither Seller nor Buyer will: (a) enter into any agreement with any GovernmentalAuthority not to consummate the transactions contemplated by this Agreement or the Related Agreements without the prior written consentof the other; or (b) take any other action that would be reasonably likely to prevent or materially delay the receipt of any such consent,approval, waiver, authorization, notice or novation.

C. Operationand Preservation of Business. Without the prior written consent of Buyer, Seller Parties will not engage in any practice, takeany action or enter into any transaction outside of the Ordinary Course of Business with respect to the Purchased Assets, except forany action expressly specified in this Agreement. Without the prior written consent of Buyer, Seller Parties will not engage in anypractice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause therepresentations and warranties of Seller Parties and the Members contained herein to be untrue at any time between the date hereofand the Closing. Seller will conduct the Business in the Ordinary Course of Business and in compliance with all Laws, and will keepthe Business and its assets and properties, including Seller Parties’ present operations, physical facilities, licenses,working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees andother business relations substantially intact, open and operational. Without limiting the generality of the foregoing, SellerParties will not, without the prior written consent of Buyer, take any of the following actions (except as applicable to SG Land forintangible and tangible assets not related to the Leased Real Property): (i) amend, extend or terminate any Material Contract orenter into any Contract, which if entered into prior to the date hereof, would be a Material Contract; (ii) incur any Liability(including any Indebtedness) other than in the Ordinary Course of Business; (iii) dispose of or encumber any assets of Seller Parties other than in the OrdinaryCourse of Business; (iv) increase any compensation or benefits of any employees or independent contractors of Seller Parties or establishany new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor or make any other materialpersonnel changes; (vi) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payableor other Liabilities, or change, in any material respect, Seller’s practices in connection with the making of capital expendituresor the payment of accounts payable; (vii) grant any Person any license of or other right to Intellectual Property other than non- exclusivelicenses of Products granted in the Ordinary Course of Business; (viii) except as required as a result of a change in Law or GAAP afterthe date hereof, change any of the financial accounting principles or practices of Seller Parties; (ix) commence or settle any Legal Proceeding;(x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of Seller Parties; (xi)declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities of Seller Partiesor enter into any Contract with any of the Members; (xii) take any action that would reasonably be expected to have a material and adverseeffect on the Business or the Purchased Assets; (xiii) (a) change or make any Tax election, (b) adopt or change any Tax accounting methods,(c) amend a Tax Return, (d) agree to any claims for Tax adjustments or assessments, or (e) settle any Tax claim, audit or assessment;or (xiv) agree or commit to take any of the actions described in clauses (i) through (xiii) above.

D.Access. The Parties agree that Buyer and its authorized agents and representatives will have the right to: (i) inspectand audit Seller Parties’ books and records only to the extent such books and records relate to the Business and/or the LeasedReal Property (including records of account data, financial data, operating data, Tax records, records of corporate proceedings, Contracts,trademarks, patent application files, governmental consents, personnel records, environmental records and site assessments and otherbusiness activities and matters relating to the transactions contemplated hereunder); (ii) access to Seller Parties’ facilities,including the right of physical access for purposes of walk-through inspections of Seller’s real property (including all leasedreal property) and assets located thereon, environmental assessments (including soil sampling and drilling), surveying and such otheractivities as Buyer may elect in its sole discretion; and (iii) consult with Seller Parties’ officers, directors, managers, employees,attorneys, auditors and accountants concerning customary due diligence matters. Such access will be at reasonable times and in a mannernot to unreasonably interfere with the normal business operations of Seller Parties.

E.Notice of Developments. Seller Parties will give prompt written notice to Buyer of any event, occurrence or developmentcausing, or allegation by a third party which, if true, would cause, or which would reasonably be expected to cause: (i) a breach orinaccuracy of any of the representations and warranties in Section 6 or Section 7; (ii) any breach or nonperformance ofor noncompliance with any covenant or agreement of Seller Parties or the Members in this Agreement or any Related Agreement; (iii) thefailure of any condition set forth in Section 10; (iv) any material damage to or loss or destruction of any properties or assetsowned or leased by Seller Parties (whether or not insured); or (v) the occurrence or threatened occurrence of any event or conditionwhich resulted in, or could reasonably be expected to result in, a material and adverse effect on the Business or the Purchased Assets.No disclosure by any Party pursuant to this Section 7(E) will be deemed to amend or supplement the schedules to this Agreementor prevent or cure any misrepresentation, breach of warranty, or breach of covenant, agreement or obligation.

F.Preservation and Transition of Product. Seller will, through the Closing, use its reasonable efforts to maintain and preserveall products associated with the Business in a good and saleable condition, including being non-expired and free from mildew, fungus,rot, spoilage and agricultural neglect. Seller will maintain at least substantially similar levels of inventory of flower, trim, concentrateand edibles at the Business locations as Seller has maintained over the previous twelve (12) months prior to the date hereof.

G.Exclusivity. Seller Parties will, and each will cause each of such Person’s respective officers, employees, directors,managers, members, partners, equityholders, advisors, representatives, agents and Affiliates not to, (a) directly or indirectly solicit,initiate, encourage (including by way of furnishing information), or take any other action to facilitate any inquiry or the making ofany proposal that constitutes, or could reasonably be expected to lead to, any acquisition or purchase of a substantial portion of theassets, equity interests or other securities of Seller Parties or any tender offer or exchange offer, merger, consolidation, businesscombination, sale of substantially all assets, sale of securities, recapitalization, spin-off, liquidation, dissolution or similar transactioninvolving Seller Parties, or any other transaction, the consummation of which would or could reasonably be expected to prevent or materiallydelay the consummation of the transactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an “AlternateTransaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate inany discussions or negotiations regarding any Alternate Transaction Proposal, or furnish to any other Person any information with respectto the business or assets of Seller Parties in connection with an Alternate Transaction Proposal, or otherwise cooperate in any way with,or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. SellerParties will cause Seller Parties to promptly notify Buyer in the event that Seller Parties, any Member or any of their respective officers,directors, managers, employees, equityholders, advisors, representatives and agents receives any unsolicited indication of interest orproposal regarding an Alternate Transaction Proposal, including the identity of the Person indicating such interest or making such AlternateTransaction Proposal and a copy thereof.

H.Preferential Pricing. From the date hereof and until the Closing, to the extent permissible by applicable Law andcontractual obligations of Parent, Parent will use commercially reasonable efforts to supply Seller with inventory pursuant to pricingterms no less favorable than those offered by Parent to dispensaries owned by Parent and its subsidiaries.

I.Section 280G. Before the Closing Date, Seller will (i) submit to all Persons entitled to vote (within the meaningof the Treasury Regulations under Section 280G of the Code) the material facts concerning all payments and benefits that Buyer reasonablybelieves, in the absence of stockholder approval of such payments and benefits, could be “parachute payments” within the meaningof Section 280G(b)(2) of the Code (“Parachute Payments”), in form and substance satisfactory to Buyer and its counsel,which will satisfy all requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, and (ii) solicit theapproval and consent of all such Persons with respect to the Parachute Payments.

10.Conditions to the Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions contemplated by thisAgreement and the Related Agreements is subject to the satisfaction at or before the Closing of all of the following conditions, any oneor more of which may be waived by Buyer, in Buyer’s sole discretion:

A.All of the representations and warranties made by Seller Parties and the Members in this Agreement must be (i) true and correctas of the date hereof and (ii) true and correct in all material respects at and as of the Closing as though made on the Closing Date (exceptto the extent such representations and warranties are made as of a specified date, in which case, such representations and warrantiesmust be true and correct in all material respects as of such specified date); provided, however, that, with respect to subpart(ii) of this Section 10(A), such representations and warranties that are qualified by Materiality Qualifiers (as so qualified)and the Fundamental Representations must be true and correct in all respects at and as of the Closing as though made then and as thoughthe Closing Date were substituted for the date of this Agreement throughout Section 6 and Section 7.

B.Seller Parties must have performed and complied in all material respects with all of their respective covenants, obligations andagreements in this Agreement to be performed and complied with at or before the Closing.

C.No Legal Proceeding will be pending or threatened with respect to Seller Parties, the Members or the Business in which an unfavorableOrder would: (i) prevent or materially impair the consummation of any of the transactions contemplated by this Agreement or any RelatedAgreement; or (ii) cause any of the transactions contemplated by this Agreement or any Related Agreement to be rescinded following consummation(and no such Order will be in effect).

D.Seller Parties, as applicable, must have delivered to Buyer or have caused to be delivered to Buyer each of the following at orbefore the Closing:

(i)a certificate of a duly authorized officer of Seller, dated as of the Closing Date and executed by such officer, to the effectthat each of the conditions specified in Sections 10(A), 10(B), 10(C) and 10(E)are satisfied in all respects (the “Closing Certificate”);

(ii)a Bill of Sale and Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit B (the “Billof Sale”), duly executed by each Seller Party, respectively;

(iii)evidence satisfactory to Buyer of the consent or approval of, and the giving of all notices to, those Persons whose consent orapproval is required, or who are entitled to notice, in connection with Seller’s execution, delivery and performance of this Agreementand the Related Agreements to which Seller is, or at the Closing will be, a party, and the consummation of the transactions contemplatedhereby and thereby, including the consents of and notices to the Persons listed on Schedule 10(D)(iii);

(iv)the customer and supplier lists and related data included in the Purchased Assets, and books, files and other records of Sellerrelated to the Purchased Assets and the Business;

(v)duly completed and executed IRS Forms W-9 from each Seller Party and any other Person receiving any payments from Buyer pursuantto this Agreement or any Related Agreement;

(vi)certificates from the Colorado Department of Revenue and any city in which Seller is engaged in business, dated within thirty (30)days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities;

(vii) the Minimum Inventory and Minimum Cash;

(viii)evidence reasonably satisfactory to Buyer of release of all Encumbrances on the Purchased Assets;

(ix)no later than three (3) Business Days prior to the Closing Date, a payoff letter from each lender of Seller or other holder ofIndebtedness or any Encumbrance with respect to the Purchased Assets contemplated to be repaid on the Closing Date in customary form,reasonably acceptable to Buyer, including that all Encumbrances on the properties or assets of Seller, including any Purchased Asset,will automatically be released upon the satisfaction of the conditions in such letter (each, a “Payoff Letter”);

(x)no later than three (3) Business Days prior to the Closing Date, an invoice from each holder of Seller Transaction Expenses contemplatedto be repaid on the Closing Date in customary form, reasonably acceptable to Buyer (the “Seller Transaction Expenses Invoices”);

(xi)a certificate of a duly authorized officer of each Seller Party, dated the Closing Date and executed by such officer, certifying(A) that attached thereto are true, correct and complete copies of Seller’s governing documents, as are then in full force and effect,(B) that attached thereto are true, complete and correct copies of the resolutions of the Members and Manager of Seller Parties authorizingthe execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplatedherein and therein, as are then in full force and effect, (C) that attached thereto are good standing certificates, dated as of a recentdate prior to the Closing Date, from the Governmental Authority of the jurisdiction of Seller’s incorporation or organization andeach other jurisdiction in which Seller is qualified to do business, and (D) as to the incumbency and signatures of the officers or otherauthorized persons of Seller who have signed or will sign this Agreement or any of the Related Agreements;

(xii) the Escrow Agreement, duly executed bySeller and delivered to Buyer on the date hereof;

(xiii) the Holdback Escrow Agreement, dulyexecuted by Seller;

(xiv)a Lock-Up Agreement, in substantially the form attached hereto as Exhibit C attached hereto (the “Lock-Up Agreement”),duly executed by Seller and each Member;

(xv)an Intellectual Property Assignment Agreement, in substantially the form attached hereto as Exhibit D attached hereto (the“Intellectual Property Assignment Agreement”), duly executed by Seller;

(xvi)an estoppel certificate, duly executed by the landlords with respect to each Real Property Lease, in form and substance reasonablyacceptable to Buyer;

(xvii) the Ground Lease Sublease Agreement, duly executed by SG Land;

(xviii)the Ground Lease Sublease Memorandum, duly executed and acknowledged by SG Land;

(xix)evidence reasonably satisfactory to Buyer of the termination of the Business Lease, duly executed by Seller and SG Land;

(xx)evidence satisfactory to Buyer that either (a) the requisite stockholder approval under Section 280G(b)(5)(B) of the Code was obtainedwith respect to any Parachute Payments in accordance with Section 9(I) or (b) the requisite stockholder approval under Section 280G(b)(5)(B)of the Code with respect to such Parachute Payments was not obtained, and as a consequence, such Parachute Payments will not be made,retained, or provided, pursuant to the applicable waiver agreements entered into by the affected individuals; and

(xxi)such other instruments, documents and certificates as are required by the terms of this Agreement and the Related Agreements, oras may be reasonably requested by Buyer in connection with the consummation of the transactions contemplated herein.

E.There shall have been no event or occurrence having a material and adverse effect on the Business or the Purchased Assets.

F.The Parties will have received the City of Glendale and MED Approval, which local authority approval and MED Approval is in effectas of the Closing.

11.Conditions to the Obligation of Seller Parties and the Members to Close. The obligations of Seller Parties and the Membersto consummate the transactions contemplated by this Agreement and the Related Agreements is subject to the satisfaction at or before theClosing of all of the following conditions, any one or more of which may be waived by Seller Parties, in their sole discretion, as applicable:

A.All of the representations and warranties made by Buyer and Parent in this Agreement must be (i) true and correct as of the datehereof and (ii) true and correct in all material respects at and as of the Closing as though made on the Closing Date (except to the extentsuch representations and warranties are made as of a specified date, in which case, such representations and warranties must be true andcorrect in all material respects as of such specified date); provided, however, that, with respect to subpart (ii) of thisSection 11(A), such representations and warranties that are qualified by Materiality Qualifiers (as so qualified) must betrue and correct in all respects at and as of the Closing as though made then and as though the Closing Date were substituted for thedate of this Agreement throughout Section 7.

B.Buyer and Parent must have performed and complied in all material respects with all of its covenants, obligations and agreementsunder this Agreement to be performed or complied with on or before the Closing.

C.No Legal Proceeding will be pending or threatened with respect to Buyer or Parent in which an unfavorable Order would (i) preventconsummation of any of the transactions contemplated by this Agreement or any Related Agreement or (ii) cause any of the transactionscontemplated by this Agreement or any Related Agreement to be rescinded following consummation (and no such Order will be in effect).

D.Buyer or Parent, as applicable, will have delivered to Seller each of the following at or before the Closing:

(i) a certificates of a duly authorized officer of each of Buyer, dated as of the Closing Date and executed by such officers, to theeffect that, as to Buyer and as to Parent, as applicable, each of the conditions specified above in Sections 11(A), 11(B)and 11(C) is satisfied in all respects;

(ii) the Bill of Sale, duly executed by Buyer;

(iii) the Escrow Agreement, duly executed by Buyer;

(iv)the Holdback Escrow Agreement, duly executed by Buyer;

(v) the Intellectual Property Assignment Agreement, duly executed by Buyer;

(vi) the Ground Lease Sublease Agreement, duly executed by Buyer;

(vii) the Ground Lease Sublease Memorandum, duly executed by Buyer; and

(viii) acertificate of a duly authorized officer of Buyer, dated the Closing Date and executed by such officer, certifying (A) that attachedthereto are true, correct and complete copies of Buyer’s governing documents, as are then in full force and effect, (B) thatattached thereto are true, complete and correct copies of the resolutions of the board of directors of Buyer and the Parentauthorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of thetransactions contemplated herein and therein, as are then in full force and effect, (C) that attached thereto are good standingcertificates, dated as of a recent date prior to the Closing Date, from the Governmental Authority of the jurisdiction ofBuyer’s incorporation or organization and each other jurisdiction in which Buyer is qualified to do business, and (D) as tothe incumbency and signatures of the officers or other authorized persons of Buyer who have signed or will sign this Agreement orany of the Related Agreements;

E.The Parties will have received the City of Glendale and MED Approval, which local authority approval and MED Approval isin effect as of the Closing.

12.Closing. The closing of the transactions contemplated by this Agreement and the Related Agreements (the “Closing”)will take place by email (in portable document format) transmission to the respective offices of legal counsel for the Parties of therequisite documents, duly executed where required, delivered upon actual confirmed receipt, within fourteen (14) days following the satisfactionor waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby set forth in Section10 and Section 11 (other than conditions with respect to actions the respective Parties will take at the Closing itself) orsuch other place, date and time as mutually agreed upon by the Parties (the “Closing Date”).

13. Termination.

A.Termination Generally. This Agreement may be terminated at any time prior to the Closing as follows:

(i)Buyer (on its own behalf and on behalf of Parent) and Seller (on its own behalf and on behalf of the Members) may terminate thisAgreement by mutual written consent;

(ii)Buyer, on its own behalf and on behalf of Parent, may terminate this Agreement by giving written notice to Seller: (I) in the eventthat Seller or any Member breaches any representation, warranty, covenant, obligation or agreement contained in this Agreement in anyrespect, and such breach or breaches, individually or collectively, would, if occurring or continuing on the Closing Date, give rise tothe failure of a condition set forth in Section 10 to be satisfied, Buyer notifies Seller of the breach, and the breach, if capableof cure, continues without cure for a period of thirty (30) days after the notice of breach (provided that Buyer will not havethe right to terminate this Agreement pursuant to this Section 13(A)(ii) if Buyer is then in breach of any of itsrepresentations, warranties, covenants, obligations or agreements contained in this Agreement which would give rise to the failure ofa condition set forth in Section 11 to be satisfied); (II) if the Closing has not occurred on or before March 15, 2022 (the “OutsideDate”) (unless the failure results primarily from Buyer breaching any representation, warranty, covenant, obligation or agreementcontained in this Agreement); (III) an applicable Law or final, non-appealable Order by a U.S. federal or state court of competent jurisdictionwill have enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement thatprohibits the Closing; or (IV) unilaterally, in its sole discretion, subject to Section 13(C); and

(iii)Seller (on its own behalf and on behalf of the Members) may terminate this Agreement by giving written notice to Buyer: (I) inthe event that Buyer breaches any representation, warranty, covenant, obligation or agreement contained in this Agreement in any respect,and such breach or breaches, individually or collectively, would, if occurring or continuing on the Closing Date, give rise to the failureof a condition set forth in Section 11 to be satisfied, Seller notifies Buyer of the breach, and the breach, if capable of cure,continues without cure for a period of thirty (30) days after the notice of breach (provided that Seller will not have the rightto terminate this Agreement pursuant to this Section 13(A)(iii) if Seller is then in breach of any of its representations,warranties, covenants, obligations or agreements contained in this Agreement which would give rise to the failure of a condition set forthin Section 10 to be satisfied); (II) if the Closing has not occurred on or before the Outside Date (unless the failure resultsprimarily from Seller or any Member breaching any representation, warranty, covenant or agreement contained in this Agreement); or (III)an applicable Law or final, non-appealable Order by a U.S. federal or state court of competent jurisdiction will

have enacted, entered, enforced, promulgated, issuedor deemed applicable to the transactions contemplated by this Agreement that prohibits the Closing.

B.Effect of Termination. In the event of the termination of this Agreement in accordance with this Section 13.B, thisAgreement shall forthwith become void and there shall be no liability on the part of any party hereto except (a) as set forth in thisSection 13, Section 30 and Section 31; and (b) that nothing herein shall relieve any party hereto from liabilityfor any intentional breach of any provision hereof.

C.Earnest Money. In the event that Buyer, on its own behalf or on behalf of Parent, terminates this Agreement pursuant toclause (IV) of Section 13(A)(ii), or has not taken action to close the transactions contemplated by this Agreement and theRelated Agreements after the fourth (4th) Business Day following the satisfaction or waiver of all conditions to the obligations of theParties to consummate the transactions contemplated by this Agreement set forth in Section 10 and Section 11, then, withinthree (3) Business Days from the date of such termination or the date of such failure to take action (provided that such date is on orbefore the Outside Date), as applicable, Buyer and Seller will jointly instruct the Escrow Agent to release the Earnest Money PaymentAmount to Seller by wire transfer of immediately available funds to a bank account or accounts designated by Seller in accordance withthe terms of the Escrow Agreement; provided that in the event that the Earnest Money Payment Amount is released to Seller pursuantto this Section 13(C), the Parties acknowledge that such payment shall be deemed to be liquidated damages and the sole andexclusive remedy (whether at law, in equity, in contract, in tort or otherwise) for any and all Damages suffered or incurred by Seller,the Members or any of their respective Affiliates or any other Person in connection with or related to or arising out of this Agreement(and the termination thereof) or for a breach or failure to perform hereunder or otherwise (in any case, whether willfully, intentionally,unintentionally or otherwise) or the transactions contemplated by this Agreement and the Related Agreements (and the abandonment thereof)and upon release of the Earnest Money Payment Amount to Seller pursuant to this Section 13(C), neither Parent, Buyer norany of their Affiliates shall have any further liability or obligation relating to or arising out of this Agreement.

14.Apportionment of Taxes. Notwithstanding any other provision of this Agreement, Seller Parties and the Members shall be severallyliable and shall indemnify Buyer for all Taxes attributable to the ownership or sale of the Purchased Assets or any operations of SellerParties for all taxable periods (or portions thereof) ending on or before the Closing Date (“Pre-Closing Taxes”). Taxeswhich are real property or personal property Taxes shall be allocated to Pre-Closing Taxes based on the number of days in the applicabletaxable period during which the Purchased Assets were owned by any Seller Party. If Buyer makes a payment of any Pre-Closing Taxes orSeller Parties’ portion of any Transfer Taxes (as defined below), it shall be entitled to prompt reimbursement from Seller Partiesand/or the Members for such Taxes upon presentation to Seller of evidence of such payment. Seller Parties (collectively) and Buyer shalleach be liable for 50% of any sales, use, documentary, recording, stamp, value added, excise, transfer or similar Taxes arising from thesale of the Purchased Assets or the transactions contemplated by this Agreement (“Transfer Taxes”); provided howeverthat if any such Transfer Taxes that are use taxes exceed $5,000, then Buyer shall be solely liable for the amount of any such TransferTaxes that are use taxes in excess of $5,000. Claims under this Section 14 shall survive for the full period of any applicable statuteof limitations plus an additional ninety (90) days. With respect to any amounts owed by the Members to Buyer pursuant to the indemnificationobligations in this Section 14, each Member’s personal liability will be limited to the amount equal to (A) the total amount ofany such obligation multiplied by (B) such Member’s Pro Rata Share.

15. Indemnity.

A.Seller Parties, jointly and severally, agree to indemnify, defend and reimburse Buyer, Parent and their respective Affiliatesand each of their respective affiliates, officers, directors, managers, partners, equityholders, subsidiaries, employees, successors,heirs, assigns, agents and representatives (the “Buyer Indemnified Parties”) for and hold harmless each Buyer IndemnifiedParty from and against and be liable for any Damages related to or arising, directly or indirectly, out of, caused by or resulting fromany of the following: (i) any Excluded Liabilities or Excluded Assets, (ii) any breach of any of the representations and warranties ofa Seller Party contained in Section 6, (iii) any breach of any term, provision, covenant or agreement contained in this Agreementor any of the Related Agreements by a Seller Party, (iv) any inaccuracy or misrepresentation in any certificate or other document orinstrument delivered by a Seller Party or caused to be delivered by a Seller Party or any Member in accordance with any provision ofthis Agreement, (v) any broker, investment banker or adviser fees, or any other fees, costs or expenses incurred by or on behalf of aSeller Party in connection with this Agreement or the Related Agreements, (vi) any Pre-Closing Taxes, Seller Parties’ portion ofany Transfer Taxes or other Taxes of any Seller Party and (vii) any fraud, knowing or intentional misrepresentation or breach or willfulmisconduct on the part of a Seller Party. Notwithstanding anything contained herein to the contrary, the obligations of Seller Partiesand the Members pursuant to Section 15(A)(ii) or Section 15(B)(ii), in the aggregate, shall be limited to,and shall not exceed, four hundred thousand dollars ($400,000.00) (the “Cap”), provided, however, theCap shall not apply to any Damages resulting from any fraud, knowing or intentional misrepresentation or willful misconduct. For purposesof calculating the amount of Damages arising out of or relating to any inaccuracy or breach of any representation or warranty in Section6, Materiality Qualifiers will be disregarded.

B.The Members, severally and not jointly, agree to indemnify, defend and reimburse the Buyer Indemnified Parties for and hold harmlesseach Buyer Indemnified Party from and against and be liable for any Damages related to or arising, directly or indirectly, out of, causedby or resulting from any of the following: (i) any breach of any of the representations and warranties of any Member contained in Section7, (ii) any breach of any term, provision, covenant or agreement contained in this Agreement or any of the Related Agreements by anyMember, (iii) any inaccuracy or misrepresentation in any certificate or other document or instrument delivered by any Member or causedto be delivered by Member in accordance with any provision of this Agreement, (iv) any broker, investment banker or adviser fees, or anyother fees, costs or expenses incurred by or on behalf of any Member in connection with this Agreement or the Related Agreements, (v)any Taxes of any Member and (vi) any fraud, knowing or intentional misrepresentation or breach or willful misconduct on the part of anyMember. Notwithstanding anything contained herein to the contrary, the obligations of Seller Parties and the Members pursuant to Section15(A)(ii) or Section 15(B)(i), in the aggregate, shall be limited to, and shall not exceed, the Cap, provided,however, the Cap shall not apply to any Damages resulting from any fraud, knowing or intentional misrepresentation or willful misconduct.For purposes of calculating the amount of Damages arising out of or relating to any inaccuracy or breach of any representation or warrantyin Section 7, Materiality Qualifiers will be disregarded.

C.Buyers and the Parents, jointly and severally, agree to indemnify, defend and reimburse each Seller Party and their respectiveAffiliates and each of their respective affiliates, members, officers, directors, managers, partners, equityholders, subsidiaries, employees,successors, heirs, assigns, agents and representatives (each, a “Seller Indemnified Party,” and collectively, the“Seller Indemnified Parties”) for and hold harmless each Seller Indemnified Party from and against and be liable forany Damages related to or arising, directly or indirectly, out of, caused by or resulting from any of the following: (i) any AssumedLiabilities or Purchased Assets, (ii) any breach of any of the representations and warranties of Buyer and the Parents in Section8, (iii) any breach of any term, provision, covenant or agreement contained in this Agreement or any of the Related Agreements byBuyer or any Parent, (iv) any inaccuracy or misrepresentation in any certificate or other document or instrument delivered by Buyer orthe Parents or caused to be delivered by Buyer in accordance with any provision of this Agreement, (v) any broker, investment bankeror adviser fees, or any other fees, costs or expenses incurred by or on behalf of Buyer or any of the Parents in connection with thisAgreement or the Related Agreements, (vi) Buyer’s portion of any Transfer Taxes, and (vii) any fraud, knowing or intentional misrepresentationor breach or willful misconduct on the part of Buyer or any Parent. Notwithstanding anything contained herein to the contrary, the obligationsof Buyer and the Parents pursuant to Section 15(C)(ii) shall be limited to, and shall not exceed the Cap, provided,however, the Cap shall not apply to any Damages resulting from any fraud, knowing or intentional misrepresentation or breach orwillful misconduct. For purposes of calculating the amount of Damages arising out of or relating to any inaccuracy or breach of any representationor warranty in Section 8, Materiality Qualifiers will be disregarded.

D. The representations, warranties contained in this Agreement or in any Related Agreement, and all related rights to indemnification, will survive the Closing as follows: (i) all of the representations and warranties of Seller Parties and the Members contained in this Agreement and the Closing Certificate, in each case other than the Fundamental Representations, will survive the Closing and terminate on the date that is twelve (12) months after the Closing Date; (ii) the Fundamental Representations, including the Fundamental Representations referenced in the Closing Certificate, will survive the Closing for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. All other covenants, obligations and agreements contained in this Agreement will survive the Closing indefinitely.

E.If and to the extent that any Buyer Indemnified Party is entitled to indemnification pursuant to this Agreement (after giving effectto the limitations of the Cap on indemnification set forth in Section 15(A) and Section 15.B), such Buyer IndemnifiedParty will recoup all or any portion of any Damages to which such Buyer Indemnified Party is entitled by directing cash payment of, andSeller Parties and the Members will pay, monetary Damages from Seller Parties or the Members; provided that, with respect to anyDamages for which a Buyer Indemnified Party is entitled to indemnification in accordance with this Section 15, each Member’spersonal liability will be limited to the amount equal to (A) the total amount of such Damages multiplied by (B) such Member’sPro Rata Share; provided further that Buyer may instead elect to offset such Damages (i) from the Holdback Escrow Amount; or (ii)from any amounts owed by Buyer to Seller pursuant to this Agreement. Such remedies are not exclusive of any other remedies the PurchaserIndemnified Persons may exercise at law or in equity to satisfy Sellers’ and the Members’ indemnification obligations hereunder.

F.If and to the extent that any Seller Indemnified Party is entitled to indemnification pursuant to this Agreement (after givingeffect to the limitations of the Cap on indemnification set forth in Section 15.C), such Seller Indemnified Party will recoup allor any portion of any Damages to which such Seller Indemnified Party is entitled by directing cash payment of, and Buyer and Parent willpay, monetary Damages from Buyer or Parent.

G.The Holdback Escrow Amount, less any amounts that have been released to compensate any Buyer Indemnified Party for Damages as providedin this Section 15), will be released to Seller within ten (10) Business Days after the date that is twelve (12) monthsafter the Closing Date (the “Holdback Release Date”) in accordance with the Holdback Escrow Agreement; provided,however, that any portion of the Holdback Escrow Amount that is necessary to satisfy any pending claims for indemnification pursuantto this Section 15 specified in a written notice delivered to Seller prior to 11:59 p.m., Mountain Time on at least three businessdays prior to the Holdback Release Date will not be payable to Seller hereunder until final resolution of all such claims, at which timethe amount of the Holdback Escrow Amount held back to satisfy such pending claims, to the extent not released to compensate any BuyerIndemnified Party for Damages as provided in this Section 15 will be released to Seller in accordance with the Holdback EscrowAgreement.

16. Inability to Assign Contracts.

A.Notwithstanding anything to the contrary contained in this Agreement or in any Related Agreement, to the extent that the assignmentor attempted assignment to Buyer of any Contract or Permit that is included among the Purchased Assets (each, an “Assigned Contract”),or any claim, right or benefit arising thereunder or resulting therefrom, is prohibited by any Law, or would require any consent, waiver,authorization, notice or novation by any Person, and such consent, waiver, authorization, notice or novation has not been obtained ormade prior to the Closing in a form and substance reasonably acceptable to Buyer, or with respect to which any attempted assignment wouldbe ineffective or would materially and adversely affect the rights of Seller or Purchaser thereunder, then neither this Agreement norany Related Agreement will constitute an assignment or attempted assignment thereof, and the same will not be assigned at the Closing.

B.Both prior and subsequent to the Closing, Seller will use reasonable efforts and cooperate with Buyer to obtain promptly all consents,waivers, authorizations or novations and to timely give all notices required with respect to the Assigned Contracts, in form and substancereasonably acceptable to Buyer. Seller will bear and pay the cost of all filing, recordation and similar fees and Taxes payable to anyGovernmental Authority in connection with the assignment of the Assigned Contracts and any additional fees or charges (howsoever denominated)required by any Person in connection with the assignment of any of the Assigned Contracts or any related consent, waiver, authorization,novation or notice.

C.If any consent, waiver, authorization, novation or notice that is necessary for the effective assignment to Buyer of any AssignedContract cannot be obtained or made and, as a result, the material benefits of such Assigned Contract cannot be provided to Buyer followingthe Closing as otherwise required in accordance with this Agreement, then Seller will use commercially reasonable efforts to, with respectto any such Assigned Contracts, for a period of six months, cooperate with Buyer in any reasonable arrangement designed to provide Buyerwith the rights and benefits under such Assigned Contract, including enforcement for the benefit of Buyer of any and all rights of Selleragainst any other party to such Assigned Contract arising out of any breach or cancellation of such Assigned Contract by such other partyand, if requested by Buyer, acting as an agent on behalf of Buyer. Once any such consent, waiver, authorization, or novation is obtainedor notice is properly made in form and substance reasonably acceptable to Buyer, Seller will assign such Assigned Contract to Buyer atno additional cost to Buyer.

17. Restrictive Covenants.

A.From and after the Closing, Seller and each Member will keep confidential and not disclose to any other Person or use for suchPerson’s own benefit or the benefit of any other Person any confidential or non-public information regarding the Business. Theobligation of Seller, the Members and their Affiliates under this Section 17(A) will not apply to information that:(i) is or becomes generally available to the public without breach of the commitment provided for in this Section 17(A);(ii) is or becomes available to Seller or a Member on a non-confidential basis from a source not known (or reasonably expected) by Selleror such Member to be prohibited from disclosing such information; or (iii) is required to be disclosed by Law; provided, however, thatin the case of a required disclosure under subsection (iii), Seller, a Member or such other Person, as applicable, will notify Buyeras early as reasonably practicable prior to disclosure to allow Purchaser to take appropriate measures to preserve the confidentialityof such information.

B.As a material inducement to Buyer to enter into and perform its obligations under this Agreement, Seller and each Member agreesthat, from the Closing Date through the three (3) year anniversary of the Closing Date (the “Non-Compete Restricted Period”),Seller and each Member will not, directly or indirectly own any interest in, manage, control, participate in (whether as an owner, officer,director, manager, employee, partner, agent, representative or otherwise), consult with, render services for, become employed by, orin any other manner engage in the Business or any business that competes directly with the Business within the State of Colorado. Nothingherein will prohibit any such Person from being a passive owner of not more than two percent (2%) of the outstanding stock of any classof a corporation that is publicly traded, so long as Seller or such Member has no active participation in the business of such corporation.For purposes hereof, “competes directly with” shall mean a business which engages in the sale and/or distribution of medicaland/or retail marijuana within twenty-five (25) miles of the Leased Real Property; such term shall expressly exclude any business (including,for the avoidance of doubt, any business activity of Lindsey Mintz, Deborah Dunafon or Terry Grossman ) which engages in the cultivation,manufacturing, sale and/or wholesale distribution of products derived from hemp or marijuana.

C.As a material inducement to Buyer to enter into and perform its obligations under this Agreement, from the Closing Date throughthe two (2)-year anniversary of the Closing Date (the “Non- Solicit Restricted Period”), Seller and each Member (i)will not, directly or indirectly contact, approach or solicit for the purpose of offering employment to or hiring (whether as an employee,consultant, agent, independent contractor or otherwise) or actually hire any Person employed by Buyer or its Affiliates (or any successorto the Business); provided, however, that this Section 17C will not prohibit any such Person from (A) conductingany general solicitations in a newspaper, trade publication or other periodical or web posting not specifically targeted at any Personemployed by Buyer or its Affiliates (or any successor to the Business), or (B) participating in job fairs, career fairs or similar recruitingevents; and (ii) will not induce or attempt to induce any customer or other business relation of the Business into any business relationshipthat might materially harm Buyer or its Affiliates or the Business. Notwithstanding the foregoing, such foregoing restrictions shall expresslynot prohibit Seller or any of its Members from: (x) engaging any independent contractors of Seller; or (y) directly or indirectly contacting,approaching or soliciting for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independentcontractor or otherwise) or actually hire Lindsey Mintz, Michelle Sandoval, DunMin Media, Nick Moscia and/or Rich Gilman.

D. As a material inducement to Buyer to enter into and perform its obligations under this Agreement, from and after the Closing, Seller and each Member will not, directly or indirectly denigrate or disparage Buyer or its Affiliates (including Parent) and their respective equityholders, managers, directors, officers, employees, independent contracts or representatives or the Business.

E.Seller and each Member acknowledges and agrees that in the event of a breach or alleged breach by such Person of any of the provisionsof this Section 17, monetary damages will not constitute a sufficient remedy. Consequently, in the event of any such breach oralleged breach, Buyer, its Affiliates and their successors or assigns may, in addition to other rights and remedies existing in theirfavor, apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief, or both, or any otherequitable remedies available to enforce or prevent any violations of the provisions hereof (including, without limitation, the extensionof the Non-Compete Restricted Period or Non-Solicit Restricted Period, as applicable, by a period equal to (A) the length of the violationof this Section 17 plus (B) the length of any court proceedings necessary to stop such violation), in each case, without the requirementof posting a bond or proving actual damages.

18.Release of Claims. Effective as of the Closing, except with respect to (a) any claim to enforce the terms of or any breachof this Agreement or any Related Agreement and (b) if (and only if) Member is an officer, member or director of Seller, any rights, ifany, with respect to any directors’ and officers’ liability insurance policy (collectively, the “Unreleased Claims”),(i) each Member, on behalf of such Member and such Member’s predecessors, successors, assigns, next-of-kin, representatives, administrators,executors, trusts, agents, and any other Person claiming by, through or under any of the foregoing and (ii) Seller, on behalf of, asapplicable, Seller, SG Land and their respective predecessors, successors, assigns, next-of-kin, representatives, administrators, executors,trusts, agents and any other Person claiming by, through or under any of the foregoing (collectively, the “Releasors”),unconditionally and irrevocably waives, releases and forever discharges Buyer and Parent and each of their respective Affiliates andeach of their respective officers, managers, directors, equityholders, financing sources, advisors, consultants and representatives andany predecessors, successors or assigns of any of the foregoing (each, a “Released Person”), from any past, presentor future dispute, claim, controversy, demand, right, obligation, Liability, action or cause of action of any kind or nature, whetherunknown, unsuspected or undisclosed, related to any matters, causes, conditions, acts, conduct, claims, circumstances or events arisingout of or related to the Business (collectively, the “Released Liabilities”), and none of any Member, Seller or anyother Releasor will seek to recover any amounts in connection therewith or thereunder from any Released Person. Each Member and Sellerrepresents on such Member’s or Seller’s own behalf and on behalf of its Releasors that none of such Releasors has assertedany claim against any Released Person for indemnification or otherwise and that none of such Releasors is aware of any claim by any ofsuch Releasors (nor of any fact, circumstance or event that forms or would form the basis for any such claim) other than Unreleased Claimsor claims that are waived, released and forever discharged under this Section 18. Each Member and Seller is aware that such Memberand Seller, as applicable, and any of its Releasors may hereafter discover claims or facts in addition to or different from those thatsuch Member, Seller or any of its Releasors now know or believe to be true with respect to the matters released herein, but that, exceptfor the Unreleased Claims, it is the intention of such Member and Seller and their respective Releasors to fully and finally releaseall Released Liabilities and Liabilities of any nature related thereto that do exist, may exist or heretofore have existed. Each Memberand Seller represents and warrants on such Member’s or Seller’s, as applicable, own behalf and on behalf of its respectiveReleasors to the Released Persons that none of any such Member, Seller or any of their respective Releasors has assigned or transferredor purported to assign or transfer to any Person all or any portion of, or any interest in any Released Liability or any Legal Proceedingor Liability that is or that purports to be released or discharged under this Section 18.

19.Governing Law. This Agreement and the agreements executed in connection herewith shall be governed by the laws of the Stateof Colorado (regardless of the laws that might otherwise govern under applicable principles of conflicts of law of the State of Colorado)as to all matters including, but not limited to, matters of validity, construction, effect, performance and remedies.

20.Dispute Resolution. Subject to Section 21, any dispute between any of the Parties hereto or any claim by a Partyagainst another Party arising out of or relating to this Agreement, the agreements entered into in connection herewith, or relating toany alleged breach hereof or thereof shall be determined by arbitration in accordance with the rules then in force of the American ArbitrationAssociation. The arbitration proceedings shall take place in Denver, Colorado or such other location as the Parties in dispute may agreeupon. The arbitration proceedings shall be subject to the substantive laws of the State of Colorado. There shall be one arbitrator, asshall be agreed upon by the Parties in dispute, who shall be an individual skilled in the legal and business aspects of the subject matterof this Agreement and of the dispute. In the absence of such an agreement, each Party in dispute shall select one arbitrator and the arbitratorsso selected shall select a third arbitrator. In the event the arbitrators cannot agree upon the selection of a third arbitrator, suchthird arbitrator shall be appointed by the American Arbitration Association at the request of any of the Parties in dispute. The decisionrendered by the arbitrator shall be accompanied by a written opinion in support thereof. Such decision shall be final and binding uponthe Parties in dispute without right of appeal. Judgment upon any such decision may be entered into in any court having jurisdiction thereof,or application may be made to such court for a judicial acceptance of the decision in an order of enforcement. Costs of the arbitrationshall be assessed by the arbitrator against all or any of the Parties in dispute and shall be paid promptly by the Party or Parties soassessed.

21.Specific Performance. The Parties agree that if any Party hereto is obligated to, but nevertheless does not, perform anycovenant, agreement or obligation set forth in this Agreement or any of the Related Agreements, then any other Party, in addition to allother rights or remedies, shall be entitled to the remedy of specific performance mandating that the other Party or Parties perform suchcovenant, agreement or obligation. In an action for specific performance by any Party against any other Party, the other Party shall notplead adequacy of damages at law.

22.Further Assurances. From time to time after the Closing Date, at Buyer’s request, and without further considerationfrom Buyer, Seller Parties and the Members shall execute and deliver such other instruments of conveyance and transfer and take such otheractions as Buyer reasonably may require to convey, transfer to and vest in Buyer and to put Buyer in possession of the Purchased Assets.

23.Waiver of Compliance; Consents. Any failure of Seller or the Members on the one hand, or Buyer on the other hand, to complywith any obligation, covenant, agreement or condition herein may be waived in writing by Buyer or by Seller, respectively, but such waiveror failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, orestoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of anyParty hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forthin this Section 23.

24.Post-Closing Payments. After the Closing Date, Seller and the Members will cause any financial institution to whichany cash, checks or other instruments of payment are delivered to an account not transferred to Buyer on the Closing Date with respectto the Purchased Assets or the Assumed Liabilities, including, without limitation, funds relating to any accounts receivable or any otherPurchased Assets, through any “lock-box” or similar arrangement, to immediately remit same to Buyer, but in all cases withinfive (5) Business Days after receipt thereof. To the extent not remitted immediately to Buyer, Buyer may offset such amounts against anyobligation of Buyer to Seller or the Members now or hereafter existing. Seller shall periodically provide Buyer with such additional evidenceor supporting detail as Buyer may reasonably request regarding particular payments or outstanding accounts included in the Purchased Assetsor the Assumed Liabilities.

25.Expenses. Each Party will pay its own legal, accounting and other expenses incurred by such Party or on its behalf in connectionwith this Agreement and the transactions contemplated herein and all such fees incurred by Sellers, any Member and any of their Affiliatesat or prior to the Closing (the “Seller Transaction Expenses”) are deemed Excluded Liabilities.

26.Legend. Seller acknowledges and agrees that the certificates representing Parent Common Stock pursuant to this Agreementmay contain a legend in form acceptable to Buyer, including the following legend:

THE SECURITIESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIESLAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTIONFROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASEIN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTIONEXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOESNOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

THE SECURITIESREPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK UP PROVISION BETWEEN THE COMPANY AND THE STOCKHOLDER SET FORTH INA SEPARATE LOCK-UP AGREEMENT. A COPY OF SUCH LOCK-UP AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE PROVIDEDTO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCEOF COMPLIANCE WITH THE TERMS OF SUCH LOCK-UP AGREEMENT.

27.Notices. All notices and other communications hereunder will be in writing and will be deemed received (i) on the dateof delivery if delivered personally or by messenger service, (ii) on the date of confirmation, by reply email, of receipt of transmissionby email (or, the first Business Day following such receipt if (x) the date is not a Business Day or (y) confirmation of receipt is givenafter 5:00 p.m., Mountain Time) or (z) on the date of confirmation of receipt if delivered by a nationally recognized courier service(or, the first Business Day following such receipt if (a) the date is not a Business Day or (b) confirmation of receipt is given after5:00 p.m., Mountain Time), to the Parties at the addresses set forth on the signature pages hereto (or at such other addresses or emailaddresses for a Party as will have been specified by like notice).

28.Appointment of Seller as Agent. Each Member (a) hereby irrevocably constitutes and appoints Seller as such Member’sagent, attorney in fact and representative, with full power to do any and all things on behalf of such Member, and to take any actionrequired or contemplated to be taken by such Member, under this Agreement or any Related Agreement or in connection with any transactioncontemplated hereby or thereby and (b) will be bound by all actions taken by Seller regarding this Agreement or any Related Agreementor in connection with any transaction contemplated hereby or thereby. Buyer and Parent (i) will at all times be entitled to rely uponany communication with Seller (including any document or other writing executed by Seller) as being binding with respect to each Member,(ii) will have no obligation to otherwise communicate with any Member (including regarding indemnification) and (iii) will not be liableto any Member for any action taken or omitted to be taken by Buyer or Parent in reliance on this Section 28.

29. Reserved.

30.Press Release and Public Announcements. Except as otherwise required by Law, no Party will and will not permit any of theirrespective Affiliates, representatives or advisors to, issue or cause the publication of any press release or make any other public announcement,including any tombstone advertisements or any announcements to employees, customers or suppliers of Seller or the Business with respectto the transactions contemplated by this Agreement and the Related Agreements without the prior written consent of the other Parties,which consent shall not be unreasonably withheld, conditioned or delayed.

31. Miscellaneous.

A. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

B.In this Agreement: (a) the headings are for convenience of reference only and will not affect the meaning or interpretation ofthis Agreement; (b) the words “herein,” “hereunder,” “hereby” and similar words refer to this Agreementas a whole (and not to the particular sentence, paragraph, Article or Section where they appear); (c) terms used in the plural includethe singular, and vice versa, unless the context clearly requires otherwise; (d) unless otherwise required by the context in which theyappear, the terms “assets” and “properties” are used interchangeably; (e) unless expressly stated herein to thecontrary, reference to any document (except for any reference to a document in the Disclosure Schedule) means such document as amendedor modified and as in effect from time to time in accordance with the terms thereof; (f) unless expressly stated herein to the contrary,reference to any Law means such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and as in effect fromtime to time, including any rule or regulation promulgated thereunder; (g) the words “including,” “include” andvariations thereof are deemed to be followed by the words “without limitation”; (h) “or” is used in the senseof “and/or”; “any” is used in the sense of “any or all”; and “with respect to” any itemincludes the concept “of” such item or “under” such item or any similar relationship regarding such item; (i)unless expressly stated herein to the contrary, reference to a document, including this Agreement, will be deemed to also refer to eachannex, addendum, exhibit, schedule or other attachment thereto; (j) unless expressly stated herein to the contrary, reference to an Article,Section, Schedule, Disclosure Schedule, or Exhibit is to an article, section, schedule, the Disclosure Schedule, or exhibit, respectively,of this Agreement; (k) when calculating a period of time, the day that is the initial reference day in calculating such period will beexcluded and, if the last day of such period is not a Business Day, such period will end on the next day that is a Business Day; (l)with respect to all dates and time periods in or referred to in this Agreement, time is of the essence; (m) unless otherwise requiredby the context in which they appear, the terms “shall” and “will” are used interchangeably; and (n) the phrase“the date hereof” means the date of this Agreement, as stated in the first paragraph hereof; All dollar ($) references inthis Agreement are to United States dollars and all amounts that are to be calculated or paid hereunder will be calculated or paid inUnited States dollars. The Parties acknowledge and agree that any reference herein or in the Disclosure Schedule to documents havingbeen furnished, delivered, made available or disclosed to Buyer, or words of similar import, will be deemed to refer to such documentsas were made available and accessible to Buyer and Buyer’s representatives for their review by posting to the “Project Colt”folder in the electronic data room hosted by Dropbox.com before 5:00 p.m., Mountain Time, on the date that is three (3) Business Daysprior to the date hereof.

C.This Agreement and all of the provisions hereof and the other documents or agreements contemplated hereby shall be binding uponand inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns, but neither this Agreementnor any of the rights, interests or obligations hereunder or under any of the other documents or agreements contemplated hereby shallbe assigned by any Party without the prior written consent of the other Parties, except that Parent or Buyer may assign this Agreementand any Related Agreement to any Affiliate of Parent or Buyer, any successor to Parent, Buyer, the Business or to any lender (or agenton behalf of such lenders) as collateral security for the obligations or Parent or Buyer to such lenders. This Agreement constitutes theproduct of the negotiation of the Parties hereto and the enforcement hereof shall be interpreted in a neutral manner, and not more stronglyfor or against any Party based upon the source of the draftsmanship hereof. This Agreement may be executed in separate counterparts, eachof which when so executed shall be an original, but all of such counterparts shall together constitute but one and the same instrument.This Agreement, which term as used throughout includes the Exhibits and Schedules hereto, embodies the entire agreement and understandingof the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties,covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements andunderstandings between the Parties with respect to such subject matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

If you arein agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement, whereupon it will constitutethe agreement of Buyer, Parent, Seller Parties and the Members with respect to the subject matter hereof.

BUYER:

BY: DOUBLE BROW, LLC

BY: SCHWAZZE COLORADO, LLC, THE SOLE MEMBER OF DOUBLEBROW, LLC

BY: MEDICINE MAN TECHNOLOGIES, INC. DBA SCHWAZZE, THESOLE MEMBER OF SCHWAZZE COLORADO, LLC

By: /s/ Daniel Pabon

Name: Daniel Pabon

Title: General Counsel and Chief Government AffairsOfficer

PARENT:

MEDICINE MAN TECHNOLOGIES, INC. DBA SCHWAZZE

By: /s/ Daniel Pabon

Name: Daniel Pabon

Title: General Counsel and Chief Government AffairsOfficer

Address for notices pursuant to Section 28:

MedicineMan Technologies, Inc.

4880 Havana Street, Suite 201

Denver, Colorado 80239

Attention: Dan Pabon

Email Address: dan@medicinemantechnologies.com

with a copy to (not constituting notice):

Perkins Coie LLP

1900 Sixteenth Street

Suite 1400

Denver, Colorado 80202

Attention: Kester Spindler

Email Address: kspindler@perkinscoie.com

[Signature Page to Asset Purchase Agreement]

If you arein agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement, whereupon it will constitutethe agreement of Buyer, Parent, and Seller Parties and the Members with respect to the subject matter hereof.

SELLER:

SMOKING GUN, LLC

By: /s/ LindseyMintz

Name: LindseyMintz

Title:

Managing Member

SMOKING GUN LAND COMPANY, LLC

By: /s/ LindseyMintz

Name: LindseyMintz

Title:

Managing Member

Address for notices pursuant to Section 28for the Seller Parties and the Members:

Smoking Gun Land Company, LLC

455 N. Sherman Street,Suite 110

Denver, CO 80203

Attention: Rich Gilman

Email Address: rich@richgilmancpa.com

with a copy to (not constituting notice):

Moye WhiteLLP

1400 16^th Street, 6^th Floor

Denver, CO 80202

Attention: Garrett Graff

Email Address: garrett.graff@moyewhite.com

If you arein agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement, whereupon it will constitutethe agreement of Buyer, Parent, Seller Parties and the Members with respect to the subject matter hereof.

MEMBERS:

/s/ Deborah Dunafon

Deborah Dunafon

/s/ Ralph Riggs

Ralph Riggs

/s/ George Miller

George Miller

/s/ LindseyMintz

Lindsey Mintz

/s/ Terry Grossman

Terry Grossman

/s/ Annette Gilman

Annette Gilman

SCHEDULE 1(A)(i)

Purchased Assets

All of the tangible and intangible assets of Seller Partiesused or held for use in the Business, except for the Excluded Assets set forth on Schedule 1(A)(ii).

SCHEDULE 1(A)(ii)

Excluded Assets

1.All tangible and intangible assets of SG Land which are unrelated to the Leased Real Property, the Business and/or the PurchasedAssets including, without limitation, (i) that certain Ground Lease Agreement by and between SG Land and the Anthony Marino Family Trust,dated October 13, 2014; and (ii) any rental or other proceeds arising out of that certain lease by and between Seller and SG Land; and(iii) any other unrelated agreements to which SG Land is a party, or proceeds derived therefrom.

2.Cash of SG Land, whether or not derived from the Leased Real Property, the Business and/or the Purchased Assets.

3. Cash of Seller, except for the Minimum Cash.

4. That certain lease by and between Seller and TEMFinancial relating to the automated teller machine (ATM) situated upon the Leased Real Property, and any cash therein.

SCHEDULE 2

Assumed Liabilities

None.

SCHEDULE 5(A)

Inventory Valuation Principles

Calculated at an actual cost basis of the Inventory,determined using the last purchase price for each item of Inventory paid by Seller to purchase the applicable Inventory.

“Escrow Agreement”means that certain Escrow Agreement, dated as of the date hereof, by and between Buyer, Seller and the Escrow Agent.

“Fundamental Representations”means the representations and warranties set forth in Section 6.A, Section 6.B, Section 6.C, Section 6.D,Section 6.E, Section 6.K, Section 7.A, Section 7.B, Section 7.C, Section 7.D, Section7.E, Section 7.F, Section 8.A, Section 8.B, Section 8.C and Section 8.D.

“GAAP” means generallyaccepted accounting principles in the United States.

“Governmental Authority”means any nation, state or province or any municipal or other political subdivision thereof, and any agency, commission, department, board,bureau, official, minister, tribunal or court, whether national, state, provincial, local, foreign, multinational or otherwise, exercisingexecutive, legislative, judicial, regulatory or administrative functions of a nation, state or province or any municipal or other politicalsubdivision thereof, and any arbitrator or arbitral body.

“Gross Sales”means the selling price of all merchandise or services sold in any part of the real property premises, building, designated parking andall other improvements, now existing or installed in the future, on the real property premises leased pursuant to the Ground Lease SubleaseAgreement (the “Premises”) from any Regulated Marijuana Business (as defined by MED regulation, and as such may beamended from time to time) thereupon including, but not limited to: (i) those sales or reservations that are made online, provided thatthe merchandise or services comes directly from the Premises; (ii) sales deriving from any hospitality business (e.g. a Retail MarijuanaHospitality and Sales Business or a Marijuana Hospitality Business License (as each term is defined by MED regulation, and as such maybe amended from time to time); (iii) delivery services for merchandise that comes directly from the Premises, or otherwise, but in allcircumstances, to the extent such sales are fulfilled with inventory from the Premises; provided, however, Gross Sales shall exclude (a)returns made to and refunds made by Buyer upon transactions otherwise included within Gross Sales; (b) the amount of any city, county,state or federal sales, luxury, or excise tax on such sales which is added to the selling price or absorbed therein; (c) bad debt expenseswith respect to merchandise sold on credit or purchased by check; (d) any charges paid to the issuers of credit cards and for check authorizationfees; (e) any insurance proceeds received in any manner relating to the Premises; and (f) any discounts or coupons netted against sales.

“Ground Lease”means that certain Amended and Restated Ground Lease Agreement, dated as of January 22, 2015, by and between Anthony Marino Family Trust,as landlord, and SG Land, as tenant.

“Ground Lease SubleaseAgreement” means that certain Sublease Agreement, by and between Purchaser and SG Land, in substantially the form attached heretoas Exhibit E.

“Ground Lease SubleaseMemorandum” means that certain Memorandum of Sublease Agreement, by and among Purchaser and SG Land, in substantially the formattached hereto as Exhibit F.

“Holdback Escrow Agent”means VAI, LLC (d/b/a Xcrow), a Colorado limited liability company.

“Holdback Escrow Agreement”means that certain Escrow Agreement, in form and substance reasonably satisfactory to Buyer and Seller, by and among Seller, Buyer andthe Holdback Escrow Agent.

“Holdback Escrow Amount”means $100,000.

“Indebtedness”means, without duplication, any Liability under or for any of the following (excluding any trade payable incurred in the Ordinary Courseof Business), including any accrued interest, fees or other expenses regarding any of the foregoing, including any prepayment penaltiesor premiums, consent fees, break fees or similar payments or contractual charges: (a) indebtedness for borrowed money (including as aguarantor or if guaranteed or for which a Person is otherwise liable or responsible, including an obligation to assume indebtedness);(b) note, bond, debenture or similar instrument (including a letter of credit); (c) surety bond; (d) swap, hedging or similar Contract;(e) capital lease; (f) banker acceptance; (g) purchase money mortgage, indenture, deed of trust or other purchase money lien or conditionalsale or other title retention Contract; (h) the deferred purchase price of property or services with respect to which such Person isliable (regardless of how structured), contingently or otherwise, as obligor or otherwise; or (i) Liability secured by any Encumbranceon any asset or property.

“Intellectual Property”means, collectively: (a) all rights (anywhere in the world, whether statutory, common law or otherwise) in or affecting intellectual orindustrial property or other proprietary rights, including with respect to the following: (i) patents and applications therefor, and patentsissuing thereon, including continuations, divisionals, continuations-in-part, reissues, reexaminations, renewals and extensions; (ii)copyrights and registrations and applications therefor, works of authorship, “moral” rights and mask work rights; (iii) domainnames, uniform resource locators and other names and locators associated with the internet, including applications and registrations thereof;(iv) telephone numbers; (v) trademarks, trade dress, trade names, logos and service marks, together with the goodwill symbolized by orassociated with any of the foregoing and any applications, registrations and renewals therefore; (vi) all technology, ideas, researchand development, inventions, manufacturing and operating specifications and processes, schematics, know-how, formulae, customer and supplierlists, shop rights, designs, drawings, patterns, Trade Secrets, confidential information, technical data, databases, data compilationsand collections, web addresses and sites, software, computer architecture, and documentation; (vii) all other intangible assets, propertiesor rights; and (viii) the right to file applications and obtain registrations for any of the foregoing and claim priority thereto; (b)all claims, causes of action and rights to sue for past, present and future infringement or misappropriation of the foregoing, and allproceeds, rights of recovery and revenues arising from or pertaining to the foregoing; and (c) all copies and tangible embodiments ofany of the foregoing (in whatever form or medium).

“Law” meansany applicable provision of any constitution, treaty, statute, law (including the common law), rule, regulation, ordinance, guidance,code or order enacted, adopted, issued or promulgated by any Governmental Authority.

“Legal Proceeding”means any claim (whether or not commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority)or other action, suit, arbitration, mediation, claim, audit, investigation, demand, hearing, petition, dispute, controversy, complaint,charge, inquiry, litigation, proceeding or administrative investigation.

“Liability”means any indebtedness, loss, damage, adverse claim, fine, penalty, Tax, liability, responsibility or obligation (whether direct or indirect,known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable,liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), including all costsand expenses relating thereto.

“Material Contract”means any of the following Contract to which Seller is a party or by which any of its assets or properties is bound: (a) any Real PropertyLease; (b) any Contract (or group of related Contracts) for the lease or license of personal property (including Intellectual Property)to or from any Person; (c) any agreements or series of related agreements with distributors involving aggregate payments to Seller inexcess of $25,000 in any twelve (12) month period; (d) any Contract (or group of related Contracts) for the purchase or sale of supplies,products or other personal property, or for services provided, involving aggregate payments by Seller in excess of $25,000 in any twelve(12) month period; (e) any Contract concerning a partnership or joint venture; (f) any Contract involving non-disclosure, confidentiality,non- competition or non-solicitation; (g) any Contract under which Seller has made any advance or loan to any other Person, includingany of Seller’s officers, directors, managers or employees; or (h) any settlement, conciliation or similar Contract.

“Materiality Qualifier” means anyqualification for or references to “materially,” “materiality,” “material,” “in all materialrespects” and words of similar import.

“MED” means the Colorado Marijuana EnforcementDivision.

“MED Approval”means any and all approvals from MED required under applicable Law for (a) the transfer by Seller to Buyer of any Permit or (b) the consummationof the transactions contemplated by this Agreement.

“Order” meansany order, conciliation, settlement, stipulation, ruling, requirement, notice, directive, award, decree, judgment or other determinationof any Governmental Authority.

“Ordinary Course of Business”means, with respect to Seller, the ordinary course of business of Seller or Seller consistent with its or their past regular custom andpractice, including, as applicable, with respect to quantity and frequency.

“Parent Common Stock”means unregistered shares of the common stock, par value $0.001, of Parent.

“Per Parent Share Price”means the volume weighted average price per share of Parent Common Stock for the prior ten (10) consecutive trading days, as determinedin reasonable good faith by Buyer on the date that is three (3) Business Days prior to the Closing Date.

“Permit” meansany permit, registration, approval, license, certificate or authorization issued by any Governmental Authority or quasi-governmental orself-regulatory body.

“Person” meansany Governmental Authority, individual, partnership, limited liability company, association, corporation or other entity or organization.

“Pro Rata Share”means, with respect to each Member, the percentage equal to such Member’s percentage ownership of the issued and outstanding membershipinterests of Seller as of the date hereof.

“Related Agreements”means the Bill of Sale, the Intellectual Property Assignment Agreement, the Closing Certificate, the Lockup Agreement and all other documents,agreements and instruments executed and delivered in connection with this Agreement.

“Seller’s Knowledge”means the actual knowledge of Lindsey Mintz, Deborah Dunafon and Ralph Riggs.

“Tax” means(a) all federal, state, and local and foreign income, gross receipts, sales, use, production, ad valorem, value-added, transfer, franchise,registration, profits, capital gains, business, license, lease, service, service use, withholding, payroll, social security, disability,employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real propertygains, windfall profits, customs, duties or other taxes of any kind whatsoever, including Liabilities under escheat and unclaimed propertyLaws, (b) all other fees, assessments or charges in the nature of a tax, (c) any fine, penalty, interest or addition to tax with respectto any amounts of the type described in (a) and (b) above, and (d) any Liability for the payment of any amounts of the type describedin clauses (a)-(c) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, by Contract,as a transferee or successor, by operation of Law or otherwise.

“Tax Return”means any return, declaration, report, filing, claim for refund or information return or statement relating to any Tax, including anyschedule or attachment thereto and including any amendment thereof, that is filed or required to be filed with any Governmental Authorityor provided or required to be provided to a payee.

EXHIBIT B

Form of Bill of Sale andAssignment and Assumption Agreement

[See attached.]

FINAL FORM

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

This Billof Sale and Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of November [●],2021 by and among Smoking Gun, LLC, a Colorado limited liability company (“Seller”), Smoking Gun Land Company, LLC,a Colorado limited liability company (“Smoking Gun Land” and, together with Seller, “Sellers”) andDouble Brow, LLC, a Colorado limited liability company (“Buyer”). Capitalized terms used and not defined herein willhave the respective meanings assigned to such terms in that certain Asset Purchase Agreement, dated as of November [●], 2021, byand among Sellers, Buyer, Medicine Man Technologies, Inc. (d/b/a Schwazze), a Nevada corporation, and the Members party thereto (the “AssetPurchase Agreement”).

Pursuantto the Asset Purchase Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,effective as of the Closing, (a) Seller and Smoking Gun Land, as applicable, do hereby sell, assign, transfer, convey and deliver to Buyer,and its successors and assigns, all of Seller’s and Smoking Gun Land’s, as applicable, right, title, and interest in and tothe Purchased Assets, and (b) Buyer does hereby assume from Seller the Assumed Liabilities.

Buyer herebyagrees to execute and deliver to Sellers, and Seller and Smoking Gun Land hereby agree to execute and deliver to Buyer, such further instrumentsof transfer, assignment and assumption, and take such other action as Sellers or Buyer may reasonably request, to more effectively transferto, assign to, and vest in Buyer each item of the Purchased Assets, and to evidence Buyer’s assumption of the Assumed Liabilities.

The representations,warranties, covenants and agreements of the parties hereto and the terms and conditions set forth in the Asset Purchase Agreement willsurvive the execution and delivery of this Agreement and will not be merged herein or integrated herewith.

All termsand conditions of, and all representations, warranties, covenants and agreements relating to, the transactions contemplated by the AssetPurchase Agreement are set forth in the Asset Purchase Agreement. To the extent that any provision of this Agreement is inconsistent orconflicts with the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement will control. Nothing contained in this Agreementwill be deemed to supersede, enlarge, limit or otherwise modify any of the rights, obligations, agreements, covenants, representationsor warranties contained in the Asset Purchase Agreement.

The partieshereto may cause this Agreement to be amended at any time only by execution of an instrument in writing signed on behalf of each of theparties hereto. This Agreement will not be assigned to any other Person, except Buyer may assign this Agreement to any Affiliate of Buyer,any purchaser of all or substantially all of the Purchased Assets, or any financing source as a collateral assignment. This Agreementwill be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

ThisAgreement and all Legal Proceedings arising hereunder will be governed by and construed in accordance with the Laws of the State of Coloradowithout reference to such state’s principles of conflicts of Law. Each of the parties hereto irrevocably consents to the exclusivejurisdiction of and venue in any state or federal court located in the State of Colorado (and of and in any court to which an appealof the decisions of any such court may be taken), in connection with any matter based upon or arising out of this Agreement or the matterscontemplated herein, agrees that process may be served upon them in any manner authorized by the Laws of the State of Colorado for suchpersons, and waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction and such process;provided, however, that any party hereto will be entitled to seek injunctive or other equitable relief in connection withany matter based upon or arising out of this Agreement or the matters contemplated herein in any forum having proper legal jurisdictionover such matter.

TO THE MAXIMUMEXTENT PERMITTED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT,OR OTHERWISE, BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREUNDER. ANY PARTY HERETO MAY FILEAN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVEROF THEIR RIGHT TO TRIAL BY JURY.

This Agreementmay be executed and delivered by each party hereto in separate counterparts (including electronic portable document format (.PDF) or similarformat), each of which when so executed and delivered will be deemed an original and all of which taken together will constitute one andthe same agreement. This Agreement will become effective when, and only when, each party hereto delivers a counterpart hereof to eachother Party. This Agreement may be executed by .PDF signature, and a .PDF signature will constitute an original signature for all purposes.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersignedhave caused this Agreement to be duly executed and delivered as of the date first written above.

BUYER:

BY: DOUBLE BROW, LLC

BY: SCHWAZZE COLORADO, LLC, THE SOLE MEMBER OF DOUBLEBROW, LLC

BY: MEDICINE MAN TECHNOLOGIES, INC. DBA SCHWAZZE,THE SOLE MEMBER OF SCHWAZZE COLORADO, LLC

By: __________________________

Name:

Title:

SELLER:

SMOKING GUN, LLC

By: __________________________

Name:

Title:

SMOKING GUN LAND:

SMOKING GUN LAND COMPANY, LLC

By: __________________________

Name:

Title:

EXHIBIT C

Form of Lock-Up Agreement

[See attached.]

FINAL FORM

LOCK-UP AGREEMENT

[●]

Medicine Man Technologies, Inc.

4880 Havana Street,Suite 201

Denver, CO 80239

Attn: Dan Pabon, General Counsel

Ladies and Gentlemen:

In connectionwith Section 10(D)(xiv) of the Asset Purchase Agreement, dated [●], by and among Medicine Man Technologies, Inc., a Nevadacorporation (“Parent”), Double Brow, LLC, a Colorado limited liability company, Smoking Gun, LLC, a Colorado limitedliability company, Smoking Gun Land Company, LLC, a Colorado limited liability company and each Member as defined therein (the “PurchaseAgreement”), the undersigned (the “Securityholder”) has agreed to deliver this Lock-Up Agreement (this “Lock-UpAgreement”) to Parent with respect to the shares of Parent Common Stock the Securityholder acquired under the Purchase Agreement(the “Shares”). All capitalized terms used but not defined herein shall have the meanings assigned to such terms inthe Purchase Agreement.

1.In consideration of issuance of Parent Common Stock, and for other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the Securityholder agrees that the Securityholder will not (and any transferee of Shares held or formerlyheld by the Securityholder may not), without the prior written consent of Parent, directly or indirectly, assign, sell, pledge, contractto sell (including any short sale), grant any option to purchase, enter into any contract to sell or otherwise dispose of or transfer(collectively, “Transfer”) any Shares before and including six (6) months from the date of the Securityholder’sacquisition of the Shares (the “Issue Date”). Thereafter, the Securityholder will only (and any transferee of the Sharesheld or formerly held by the Securityholder may only) Transfer (a) up to an aggregate of 25% of the Shares at any time following the six(6) month anniversary of the Issue Date until the twelve month anniversary of the Issue Date, (b) together with any Shares Transferredunder clause (a), up to an aggregate of 50% of the Shares at any time following the twelve month anniversary of the Issue Date until theeighteen month anniversary of the Issue Date, and (c) up to all of the Shares any time following the eighteen month anniversary of theIssue Date. All Transfers of Shares may be liquidated at a daily rate of no more than 5% of the preceding five (5) day average volumeof the Company’s Common Stock on any given trading day.

2.Any Transfer by the Securityholder (or any transferee of Shares held or formerly held by the Securityholder) is subject to andconditioned upon the intended recipient’s delivery to Parent of a written undertaking, in substantially the form of this Lock-UpAgreement, in form and substance acceptable to Parent, pursuant to which the intended recipient agrees to be bound by substantially thesame restrictions as set forth in this Lock-Up Agreement (including, without limitation, this Section 2). Any purported Transferof any Shares by the Securityholder (or any transferee of Shares held or formerly held by the Securityholder) not made in compliancewith the requirements of Section 1 and/or Section 2 shall be null and void ab initio, shall not be recorded on the booksof Parent or its transfer agent and shall not be recognized by Parent.

3.The Securityholder hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistentwith any agreement between Parent and the Securityholder, this Lock-Up Agreement supersedes and controls such agreement.

4.This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without regardto the conflicts of laws principles thereof. The Securityholder hereby irrevocably agrees that any suit or proceeding arising directlyor indirectly pursuant to or under this Lock-Up Agreement shall be brought solely in a federal or state court located in the City andCounty of Denver, Colorado. By its execution of this Lock-Up Agreement, the Securityholder hereby covenants and irrevocably submits tothe in personam jurisdiction of the federal and state courts located in the City and County of Denver, Colorado and agrees thatany process in any such action may be served upon it personally, or by certified mail or registered mail upon it or its agent, returnreceipt requested, with the same full force and effect as if personally served upon it in Denver, Colorado. The Securityholder waivesany claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personamjurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to paymentfrom the other party hereto of its reasonable counsel fees and disbursements.

5.The Securityholder hereby represents and warrants that the Securityholder has full power and authority to enter into this Lock-UpAgreement and that this Lock-Up Agreement has been duly authorized (if applicable), executed and delivered by the Securityholder and isa valid and binding agreement of the Securityholder. All authority conferred or agreed to be conferred in this Lock-Up Agreement shallsurvive the death or incapacity of the Securityholder and any obligations of the Securityholder shall be binding upon the heirs, personalrepresentatives, successors and assigns of the Securityholder.

Very truly yours,

______________________________

(Signature)

______________________________

(Print Name)

EXHIBIT D

Form of Intellectual PropertyAssignment Agreement

[See attached.]

FINAL FORM

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

THIS INTELLECTUALPROPERTY ASSIGNMENT AGREEMENT (this “Assignment”), dated as of [●] (the “Effective Date”),is made by and between Smoking Gun, LLC, a Colorado limited liability company (“Assignor”) and Double Brow, LLC, aColorado limited liability company (“Assignee”). Capitalized terms used and not otherwise defined herein shall havethe meanings ascribed to such terms in the Asset Purchase Agreement (the “Purchase Agreement”), dated as of [●],by and among Assignor, Smoking Gun Land Company, LLC, a Colorado limited liability company (“Smoking Gun Land”), Assignee,Medicine Man Technologies, Inc., a Nevada corporation and the Members party thereto.

WHEREAS, Assignor is the owner of the Assignor IP (as definedbelow);

WHEREAS,in accordance with the terms of the Purchase Agreement, Assignee is purchasing and assuming from Assignor and Smoking Gun Land the PurchasedAssets, including all Assignor IP;

WHEREAS,to induce Assignee to enter into the Purchase Agreement and to consummate the transactions thereunder and as an express condition thereto,Assignor has agreed to assign to Assignee all of Assignor’s right, title, and interest in and to Assignor IP by executing and deliveringthis Assignment.

NOW THEREFORE, for good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Definitions. As used herein, the following terms have the following meanings:

“Assignor IP” means allIntellectual Property that is practiced by, held for practice by, owned (in whole or in part), purported to be owned (in whole or inpart) by or licensed to Assignor, and in each case, used in connection with the Business.

“Copyrights”mean (i) any copyright in any original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. Section101 et. seq., whether registered or unregistered, including any applications for registration thereof, (ii) any corresponding foreigncopyrights under the laws of any jurisdiction, in each case, whether registered or unregistered, and any applications for registrationthereof, and (iii) moral rights under the laws of any jurisdiction.

“DomainNames” means all internet domain names and social media account or user names (including “handles”), whether ornot Trademarks, all associated web addresses, URLs, websites and web pages, social media accounts and pages, and all content and datathereon or relating thereto, whether or not Copyrights, that are used by Assignor, including, but not limited to, Domain Names listedor described on Exhibit A.

“IntellectualProperty” means, collectively: (a) all rights (anywhere in the world, whether statutory, common law or otherwise) in or affectingintellectual or industrial property or other proprietary rights, including with respect to the following: (i) Patents and applicationstherefor and Patents issuing thereon, including continuations, divisionals, continuations-in-part, reissues, reexaminations, renewalsand extensions; (ii) Copyrights and registrations and applications therefor, works of authorship, “moral” rights and maskwork rights; (iii) Domain Names, uniform resource locators and other names and locators associated with the internet, including applicationsand registrations thereof; (iv) telephone numbers; (v) Trademarks, trade dress, trade names, logos and service marks, together with thegoodwill symbolized by or associated with any of the foregoing and any applications, registrations and renewals therefore; (vi) all technology,ideas, research and development, inventions, manufacturing and operating specifications and processes, schematics, know-how, formulae,customer and supplier lists, shop rights, designs, drawings, patterns, Trade Secrets, confidential information, technical data, databases,data compilations and collections, web addresses and sites, software, computer architecture, and documentation; (vii) all other intangibleassets, properties or rights; and (viii) the right to file applications and obtain registrations for any of the foregoing and claim prioritythereto; (b) all claims, causes of action and rights to sue for past, present and future infringement or misappropriation of the foregoing,and all proceeds, rights of recovery and revenues arising from or pertaining to the foregoing; and (c) all copies and tangible embodimentsof any of the foregoing (in whatever form or medium).

“Patents”means all United States, international and foreign issued patents and patent applications (whether provisional or non-provisional), includingdivisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of theforegoing, all patents, applications, registrations, documents and filings claiming priority to or serving as a basis for priority thereof,and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patentutility models).

“TradeSecrets” means trade secrets, inventions, invention disclosures, arts, processes, recipes, machines, plant growth processes,articles of manufacture, developments and improvements, technical expertise, research data, and proprietary and confidential information,know how, compositions, compositions of matter, technology, business methods, formulae, technical data and customer lists, tangible orintangible proprietary information, whether or not patented or the subject of an application for Patent and whether or not patentable,methods and process for making of them, and all documentation relating to any of the foregoing (whether in written or electronic form).

“Trademarks”means trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source ororigin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration,and renewals of, any of the foregoing.

2.Assignment. Assignor hereby irrevocably sells, assigns, transfers and conveys to Assignee, its successors, assigns, andlegal representatives, all of its right, title and interest in and to any Assignor IP (collectively, the “Assigned IP”),and Assignor acknowledges that Assignee owns and will own all such existing and future right, title and interest in and to the AssignedIP, including, without limitation, Assignor’s right to claim priority rights deriving from any of the foregoing and Assignor’sright to sue for, settle and release past, present and future infringement of any of the foregoing. Without limiting the foregoing, Assignoracknowledges that, from and after the date hereof, Assignee has all of Assignor’s rights to use, sell, license, translate, copy,duplicate, record, broadcast, distribute, perform, display, add to, subtract from, arrange, rearrange, revise, modify, change, adapt andotherwise exploit the Assigned IP and any derivative works thereof in Assignee’s sole and absolute discretion.

3.Further Assurances. Assignor will, at its own cost and expense, promptly execute and deliver to Assignee any documents necessaryto complete the timely transfer of the Assigned IP to Assignee. In addition, Assignor will, at Assignee’s expense (except to theextent that such cost and expense are related to or arise from any claim for which Assignee is entitled to indemnification or other recoursefrom Assignor pursuant to the Purchase Agreement), testify in any legal proceedings, sign all lawful papers, execute all divisional, continuing,reissue, reexamination and other applications, make all assignments and rightful oaths, and generally do everything possible to aid Assignee,its successors, assigns, and nominees to obtain and enforce proper protection for the Assigned IP in all countries, and asserts that itwill not execute any agreements inconsistent therewith. Without limiting the foregoing, Assignor hereby irrevocably designates and appointsAssignee and its duly authorized officers and agents as Assignor’s agent and attorney-in-fact to act for and on its behalf and insteadof Assignor, to execute and file any documents, applications or related filings and to do all other lawfully permitted acts in furtheranceof the purposes set forth above in this paragraph, including, without limitation, the perfection of assignment and the prosecution andissuance of Patents, patent applications, copyright applications and registrations, or other rights in connection with such Assigned IPand improvements thereto with the same legal force and effect as if executed by Assignor.

4.Irrevocable and Binding Assignment. Assignor acknowledges that this Assignment is irrevocable and binding on Assignor’ssuccessors and assigns. Assignor does not have the right to: (a) rescind any of the rights or waivers granted herein; (b) enjoin, restrainor otherwise hinder Assignee’s exercise of any of the rights granted herein; or (c) enjoin, restrain, or otherwise hinder, by courtorder or otherwise, the use, sale, license, translation, copying, duplication, recording, broadcasting, distribution, performance, display,addition to, subtraction from, arrangement, rearrangement, revision, modification, change, adaptation or other exploitation of the AssignedIP and any derivative works thereof.

5.Entire Agreement; Amendments. This Assignment together with the Purchase Agreement (a) constitutes the entire agreementbetween the parties hereto with respect to the subject matter hereof which together supersede all prior agreements and understandings,both written and oral, between the parties hereto with respect to the subject matter hereof, and (b) shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and permitted assigns. This Assignment may be modified only by a writtenagreement signed by both parties. For the avoidance of doubt, in the event of any conflict between this Assignment and the Purchase Agreement,the provisions of this Assignment shall govern in all respects. Nothing contained herein is intended to modify, limit or otherwise affectthe representations, warranties, covenants, agreements, liabilities and indemnifications contained in the Purchase Agreement and suchrepresentations, warranties, covenants, agreements, liabilities and indemnifications will remain in full force and effect in accordancewith the terms of such Purchase Agreement.

6.Counterparts, Facsimile Signature. This Assignment may be executed in counterparts, each of which shall be deemed an original,but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment delivered by facsimile, e-mailor other means of electronic transmission, including a recognized electronic signature service, shall be deemed to have the same legaleffect as delivery of an original signed copy of this Assignment.

7.Governing Law. The parties hereby agree that the governing law and venue provisions of the Purchase Agreement apply to thisAssignment.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersignedhas caused this Assignment to be executed and delivered by its duly authorized representative as of the Effective Date.

ASSIGNOR:

BY: SMOKING GUN, LLC

By: ______________________

Name:

Title:

ASSIGNEE:

BY: DOUBLE BROW, LLC

BY: SCHWAZZE COLORADO, LLC, THE SOLE MEMBER OF DOUBLEBROW, LLC

BY: MEDICINE MAN TECHNOLOGIES,INC. DBA SCHWAZZE, THE SOLE MEMBER OF SCHWAZZE COLORADO, LLC

By: ______________________

Name:

Title:

Exhibit A

Domain Names

EXHIBIT E

Form of Ground Lease SubleaseAgreement

[See attached.]

GROUND SUBLEASE AGREEMENT

by and between

SMOKING GUN LAND COMPANY,LLC

A Colorado limited liabilitycompany

(SUBLANDLORD)

And

DOUBLE BROW, LLC

A Colorado limited liabilitycompany

(SUBTENANT)

Table of Contents

GROUND SUBLEASE AGREEMENT

The GroundSublease Agreement (this “Sublease”) is entered into and made effective of the date of its mutual execution (as definedbelow) (“Effective Date”) by and between Smoking Gun Land Company, LLC, a Colorado limited liability company (“Sublandlord”);and Double Brow, LLC, a Colorado limited liability company (“Subtenant”) (with Subtenant and Sublandlord being collectivelyreferred to as “Parties”).

R E C I T A L S

WHEREAS,Sublandlord is a party to that certain Amended and Restated Ground Lease Agreement dated October 13, 2014 (the “Prime Lease”)with the Anthony Marino Family Trust (the “Prime Landlord”);

WHEREAS underthe Prime Lease, Sublandlord has a leasehold interest in the real property commonly known as 492 South Colorado Boulevard, City of Glendale,County of Arapahoe, Colorado, as depicted and more particularly described on Exhibit A and incorporated by reference (“RealProperty Premises”);

WHEREASthe Subtenant wishes to sublease from Sublandlord, and Sublandlord wishes to sublease to Subtenant, the Premises under the terms andconditions herein;

WHEREASin accordance with the terms of the Prime Lease, Sublandlord has constructed improvements on the Real Property Premises, including, withoutlimitation and subject to the City of Glendale building approvals, a building with approximately +/- one thousand seven hundred (1,700)square feet of above-ground floor area (“Building”) and twenty-four (24) certain striped parking spaces (“Parking”).The Building and Parking are labeled and depicted on the Site Plan attached as Exhibit B and incorporated herein by reference;

WHEREASSublandlord and Subtenant are parties to that certain Asset Purchase Agreement dated, 2021 (the “APA”) wherebySubtenant intends to purchase substantially all of Sublandlord’s assets including, without limitation, the Building, in connectionwith this Sublease; and

WHEREASSubtenant will take possession of the Real Property Premises, Building, Parking and all other improvements, now existing or installedin the future, on the Real Property Premises (collectively, the “Premises”) and rent shall commence at the “Closing”(as defined in the APA), subject to the terms and conditions of this Sublease.

NOW,THEREFORE, in consideration of the Premises, mutual promises and obligations set forth herein, Subtenant and Sublandlord agree asfollows:

Smoking Gun Land Company, LLC

492 South Colorado Boulevard

Glendale, Colorado 80246

Attn: Lindsey Mintz

Email Address: Lindsey@arcanumedge.com

With a copy, which copy shallnot constitute notice, to:

Moye White LLP

1400 16^th StreetMall, 6^th Floor

Denver, CO 80202

Attn: Garrett Graff

Email Address: garrett.graff@moyewhite.com

c/o Medicine Man Technologies, Inc.

4880 Havana Street,Suite 201

Denver, Colorado 80239

Attention: Dan Pabon

Email Address: dan@medicinemantechnologies.com

with a copy to (not constituting notice):

Perkins Coie LLP

1900 Sixteenth Street

Suite 1400

Denver, Colorado 80202

Attention: Kester Spindler

Email Address: kspindler@perkinscoie.com

Rejection or refusal to acceptdelivery or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of notice asof the date such notice was deposited in the mail or delivered to the courier.

(a) in case of emergency; (b)show the Premises to prospective or actual buyers, mortgagees, Subtenants, workmen, or contractors; and (c) when Subtenant has abandonedor surrendered the Premises. Except under (a) and (c), entry may be made only during normal business hours, and at least 24 hours priornotice to Subtenant.

[Signature Page Follows.]

IN WITNESS WHEREOF, the Partieshave caused this Ground Sublease Agreement to be duly executed on the dates set forth below.

SUBLANDLORD

SMOKING GUN LAND COMPANY, LLC,

a Colorado limited liability company

SUBTENANT

DOUBLE BROW, LLC,

a Colorado limited liability company

BY: SCHWAZZE COLORADO, LLC,

the sole member of Double Brow, LLC

BY: MEDICINE MAN TECHNOLOGIES,INC. DBA SCHWAZZE,

the Sole Member of Schwazze Colorado,LLC

Exhibit A: Legal Description of Premises

THAT PART OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4OF SECTION 18, TOWNSHIP 4 SOUTH, RANGE 67 WEST OF THE 6^TH PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT WHICH IS 1163.5 FEET SOUTHOF THE NORTHWEST CORNER OF SECTION 18, TOWNSHIP 4 SOUTH, RANGE 67 WEST OF THE 6^TH PRINCIPAL MERIDIAN;

THENCE SOUTH 71 FEET;

THENCE EAST AT RIGHT ANGLES 196.47 FEET;

THENCE NORTHAT RIGHT ANGLES 71 FEET;

THENCE WEST AT RIGHT ANGLES 196.47 FEET TO THE PLACEOF BEGINNING,

EXCEPT THE RIGHT OF WAY FOR ROAD OVER THE WEST 30 FEET OF SAID TRACT;

AND THAT PART OF THE NORTHWEST 1/4 OF THE NORTHWEST1/4 OF SECTION 18, TOWNSHIP 4 SOUTH, RANGE 67 WEST OF THE 6^TH PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT WHICH IS 1234.5 FEET SOUTHOF THE NORTHWEST CORNER OF SAID SECTION 18,

THENCE RUNNING EAST 198.9 FEET TO A POINT;

THENCERUNNING SOUTH 87 ½ FEET TO A POINT;

THENCE RUNNING WEST 198.9 FEET TO A POINT;

THENCE RUNNING NORTH 87 ½ FEET TO THE POINT OF BEGINNING,

EXCEPT THE WEST 30 FEET THEREOF FOR COUNTY ROAD ANDEXCEPT ANY PART THEREOF LYING WITHIN EAST VIRGINIA AVENUE; AND EXCEPT THAT PART DEEDED TO THE TOWN OF GLENDALE, A MUNICIPAL CORPORATIONIN DEED RECORDED MARCH 8, 1968 IN BOOK 1749 AT PAGE 578, COUNTY OF ARAPAHOE, STATE OF COLORADO.

FURTHER DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF THE NORTHWEST1/4, OF THE NORTHWEST 1/4, OF SECTION 18, TOWNSHIP 4 SOUTH, RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY OF GLENDALE, COUNTY OF ARAPAHOE,STATE OF COLORADO;

THENCE S00°19’09”E, ALONG THE WESTLINE OF SAID NW 1/4, NW 1/4, A DISTANCE OF 1163.29 FEET TO A POINT;

THENCE N89°40’41”E, A DISTANCE OF 30.00 FEET TO THEEAST RIGHT OF WAY LINE OF SOUTH COLORADO BOULEVARD, BEING ALSO THE POINT OF BEGINNING;

THENCE CONTINUING N89°40’41E, A DISTANCEOF 166.47 FEET;

THENCE S00°19’19”E, A DISTANCE OF 71.00 FEET;

THENCE N89°40’41”E, A DISTANCE OF 2.43 FEET;

THENCE S00°19’19”E, A DISTANCE OF 57.06 FEET TO A POINT ON THE NORTH LINE OF PROPERTY DESCRIBED AT RECEPTION NUMBER D2009123,ARAPAHOE COUNTY RECORDS;

THENCE ALONG SAID NORTH LINE FOR THE FOLLOWING THREE (3) COURSES;

THENCE N00°19’19”W, ALONG SAID EASTRIGHT OF WAY LINE A DISTANCE OF 94.44 FEET TO THE POINT OF BEGINNING.

SAID PARCEL CONTAINS 0.476 ACRES (20,734 SQUARE FEET) MOREOR LESS.

Exhibit B: Site Plan

EXHIBIT F

Form of Ground Lease SubleaseMemorandum

[See attached.]

Recorded at the request of and when recorded returnto:

Perkins Coie LLP

1900 Sixteenth Street, Suite 1400

Denver, Colorado 80202

Attention: Kester Spindler

APN: 1973-18-2-00-084

MEMORANDUM OF GROUND SUBLEASEAGREEMENT

This Memorandumof Ground Sublease Agreement (“Memorandum of Sublease”) is dated the day of, 2021, by and between Smoking GunLand Company, LLC, a Colorado limited liability company (“Sublandlord”), and Double Brow LLC, a Colorado limitedliability company (“Subtenant”).

1.SUBLEASED PREMISES. Sublandlord has subleased to subtenant the entire real property and all improvements thereon locatedat 492 South Colorado Boulevard, Glendale, Colorado, 80246 as legally described on Exhibit A (“Subleased Premises”),and by this reference incorporated herein pursuant to that certain Ground Sublease Agreement between Sublandlord and Subtenant of evendate herewith (the “Sublease”).

2. OWNERSHIPOF BUILDING. Sublandlord has constructed improvements on the Subleased Premises, including, without limitation, a building withapproximately one thousand seven hundred (1,700) square feet of above-ground floor area (“Building”) andtwenty-four (24) certain striped parking spaces (“Parking”). Sublandlord and Subtenant are parties to thatcertain Asset Purchase Agreement dated , 2021 (the “APA”) wherebySubtenant intends to purchase the Building from Sublandlord.

3.TERM. The initial term of the Sublease terminates on September 30, 2024, with two (2) options to extend the term of theSublease for a period of ten (10) years each.

4.CONTROLLING DOCUMENT. The Sublease described in paragraph 1 above will control this Memorandum of Sublease in the eventof any inconsistency between them.

5.PURPOSE OF MEMORANDUM. This Memorandum of Sublease is prepared for the purpose of recordation and in no way modifies theterms and conditions of the Sublease. If there is any inconsistency between the terms and conditions of the Memorandum of Sublease andthe terms and conditions of the Sublease, the terms and conditions of the Sublease shall control.

6.COUNTERPARTS. This Memorandum of Sublease may be executed in two or more counterparts, each of which shall be an original,but all of which shall constitute one and the same instrument.

[Signature page follows.]

IN WITNESS WHEREOF this Memorandumof Sublease has been signed by the parties on the day and year first above written.

[Signature Page to Memorandum ofSublease]

State of Colorado

County of

This record wasacknowledged before me on, 20 by as (type of authority, such as officer or trustee) of (name of party/entity on behalf of whom record was executed).

_______________________________________________________

(name of officer or agent, title of officer or agent) of(name of corporation acknowledging) a (state or place of incorporation) corporation, on behalf of the corporation.

_______________________________________________________

(Notary’s official signature)

_______________________________________________________

(Title of office)

_______________________________________________________

(Commission Expiration)

State of Colorado

County of

This record wasacknowledged before me on, 20 by as (type of authority, such as officer or trustee) of (name of party/entity on behalf of whom record was executed).

_______________________________________________________

(name of officer or agent, title of officer or agent) of(name of corporation acknowledging) a (state or place of incorporation) corporation, on behalf of the corporation.

_______________________________________________________

(Notary’s official signature)

_______________________________________________________

(Title of office)

_______________________________________________________

(Commission Expiration)

Exhibit A

LEGAL DESCRIPTION

Parcel A:

That Part of the Northwest quarter(NW1/4) of the Northwest quarter (NW1/4) of Section Eighteen (18), Township 4 South, Range 67 West of the 6th Principal Meridian, moreparticularly described as follows: Commencing at a point which is 1163.5 feet South of the Northwest corner of said Section 18, Township4 South, Range 67 West of the 6th Principal Meridian, Thence South 71 feet; thence East at right angles 196.47 feet; thence North at rightangles 71 feet; thence West at right angles 196.47 feet to the place of beginning, EXCEPT right- of-way for road over the West 30 feetof said tract.

Parcel B:

That Partof the Northwest quarter (NW1/4) of the Northwest quarter (NW1/4) of Section Eighteen (18), Township 4 South, Range 67 West of the 6thPrincipal Meridian, more particularly described as follows: Commencing at a point which is 1234.5 feet South of the Northwest Cornerof said Section 18. thence running East 198.9 feet to a point; thence running South 87-1/2 feet to a point; thence running West 198.9feet to a point; thence running North 87- 1/2 feet to the point of beginning; EXCEPT the West 30 feet thereof for County Road; Said propertyalso described as a tract of land 87-1/2 feet wide off the South side of the West 3/4 of an acre of the following property: Commencingat a point 1163.5 feet South of the Northwest corner of said Section 18, Township 4 South, Range 67 West; thence South 158.5 feet; thenceEast 608.7 feet; thence North 158.5 feet; thence West 608.7 feet to the place of beginning, EXCEPT 30 feet off the West side thereofused for road purposes.

EXCEPT that parcel conveyed tothe Town of Glendale in Deed recorded March 8, 1968 in Book 1749 at Page 578.

AND EXCEPT that parcel set forthin Rule and Order In Case No. 2012CV129, District Court, Arapahoe County, Colorado

County of Arapahoe, State of Colorado.

492 S Colorado Boulevard, Denver, CO 80246 APN: 1973-18-2-00-084,035136019