SLANG Worldwide Inc. - M&A Activity 2021

AGREEMENT AND PLAN OF MERGER

by and among

HIGH FIDELITY, INC.,

SLANG WORLDWIDE INC.,

SLANG VERMONT, INC.,

and

SHAYNE LYNN,

as the Representative, dated June 25, 2021

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 25, 2021 (the “Signing Date”), is by and among HIGH FIDELITY, INC., a Vermont corporation (“Company”), SLANG WORLDWIDE INC., a federally incorporated Canadian corporation (“Parent”), SLANG VERMONT, INC., a Vermont corporation (“Merger Sub”), and SHAYNE LYNN, in his capacity as the Representative.

A. The Acquired Companies are engaged in, among other things, the business of developing and manufacturing edible or consumable products in the medicinal cannabis and CBD industry in Vermont, and one or more of them hold the Marijuana Licenses (the “Business”).

B. Parent owns 100% of the issued and outstanding Capital Stock of Merger Sub.

C. The parties desire that the Company will be merged with and into Merger Sub with Merger Sub to be the surviving company of the merger (the “Merger”) and pursuant to which each outstanding share of Capital Stock of the Company (each a “Company Share” and collectively, the “Company Shares”) will be converted into the right to receive the consideration described herein, on the terms and subject to the conditions set forth herein and in accordance with the Vermont Business Corporation Act, 11A V.S.A. § 1.01 et seq. (the “Act”).

D. Each of the parties hereto intends that (i) for U.S. federal income Tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(2)(D) of the Code and the Treasury Regulations promulgated thereunder to which each of Parent, Merger Sub and the Company are to be parties under Section 368(b) of the Code, and (ii) this Agreement is to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder.

E. The parties have agreed to the consideration set forth herein to be paid in accordance with the terms hereof, which consideration includes, among other things, (i) consideration placed into escrow by Parent, the release of which shall be contingent upon certain events and conditions, and (ii) contingent consideration in an amount to be determined based on the Company’s future performance, in each case as more fully described herein.

NOW, THEREFORE , in consideration of the premises and mutual covenants contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: ARTICLE 1 DEFINITIONS

1.1 Defined Terms . The following terms have the meanings set forth below:

“Acquired Companies” means the Company, Ceres, CVDI, and Front Four, and “Acquired Company” means any of them.

“Acquisition Proposal” has the meaning set forth in Section 6.4.

“Act” has the meaning set forth in the recitals.

“Action” means any civil or criminal claim, action, cause of action, suit, proceeding, hearing, investigation, inquiry administrative action, lawsuit, demand or litigation, whether at law or in equity, or before any court, arbitrator, arbitration panel or Governmental Authority.

“Additional Cap Ex” means those additional capital expenditures in the Business requested by the Company and consented to by Parent between the date of this Agreement and the Closing.

“Additional Consideration” has the meaning given to it in Section 2.12.1.

“Affiliate(s)” means (a) with respect to any Person that is a corporation, limited liability company, partnership, trust or governmental agency, any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, contract or otherwise and (b) with respect to any Person that is a natural person, (i) any Person related by blood, marriage or adoption to such Person (collectively, “relatives”), (ii) the trustee, fiduciary or personal representative of such Person and any trust solely for the benefit of such Person and/or such Person’s relatives or (iii) any limited partnership, limited liability company or corporation the governing instruments of which provide that such Person shall have the exclusive, nontransferable power to direct the management and policies of such entity and of which the sole owners of partnership interests, membership interests or any other equity interests are, and will remain, limited to such Person and such Person’s relatives.

“Agreement” means this Agreement and Plan of Merger, together with all annexes, exhibits and schedules hereto, as the same may be amended or restated from time to time.

“Annual Financial Statements” has the meaning set forth in Section 3.12.

“Arbitration Firm” has the meaning set forth in Section 2.10.2.

“Articles of Merger” has the meaning set forth in Section 2.2.

“Business” has the meaning set forth in the recitals.

“Business Day” means any day that is not a Saturday, Sunday or legal holiday on which banks are required or permitted to be closed in Denver, Colorado or Toronto, Ontario.

“Capital Stock” means (a) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, (b) any ownership interests in a Person other than a corporation, including membership interests, partnership interests, joint venture interests, economic interests, voting securities and beneficial interests, and (c) any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any preemptive or similar rights), calls, stock appreciation rights, or commitments of any character whatsoever or other rights to purchase or acquire any of the foregoing.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security (CARES) Act (2020) and the related rules and regulations (including interim regulations and guidance) promulgated thereunder, whether before or after Closing.

“Cash” means, as of a time of determination, the consolidated cash, cash equivalents, checking account balances, certificates of deposits, time deposits, commercial paper, government securities, marketable securities and short term investments held by the Acquired Companies, computed in accordance with GAAP. Cash shall (i) be calculated net of issued but uncleared checks and drafts, (ii) include checks and drafts deposited for the account of any Acquired Company, including deposits in transit, and (iii) be calculated net of overdrawn accounts.

“Cash Consideration Percentage” means the Estimated Cash Consideration divided by the Estimated Closing Merger Consideration, expressed as a percentage.

“Ceres” means Ceres, LLC, a Vermont limited liability company.

“Closing” has the meaning set forth in Section 7.1.

“Closing Cash” means, as of immediately prior to the Closing, the amount of Cash held by the Acquired Companies plus any Cash used to fund Additional Cap Ex.

“Closing Date” has the meaning set forth in Section 7.1.

“ Closing Dispute Notice” has the meaning set forth in Section 2.10.2.

“Closing Merger Consideration” has the meaning set forth in Section 2.11.1.

“Closing Schedules” has the meaning set forth in Section 6.3.3.

“ Closing Statement” has the meaning set forth in Section 2.10.1.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto.

“Company” has the meaning set forth in the introductory paragraph.

“Company Shares” has the meaning set forth in the recitals.

“Consideration Percentage” means each Shareholder’s percentage of the aggregate Merger Consideration payable hereunder, as set forth on the Consideration Allocation Schedule.

“Contract” means any agreement, contract, instrument, commitment, lease, guaranty, indenture, license, sales order and purchase order of every kind, or other legally binding arrangement or understanding between Persons or by one Person in favor of another Person, whether verbal or written, in each case, including all amendments, restatements and extensions thereof, and all schedules, statements of work, purchase orders, annexes and substantive correspondence related thereto.

“Coronavirus Relief Programs” means the Paycheck Protection Program (pursuant to the CARES Act), or any other federal, state and local Governmental Authority relief programs established in response to the COVID-19 pandemic or pursuant to the CARES Act, and in each case the applicable rules, regulations and guidance, in each case, as amended.

“COVID-19” means the novel strain of coronavirus known as SARS-Cov-2 and all variations and strains thereof and its disease commonly known as COVID-19.

“COVID-19 Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shutdown, closure, sequester, safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief and Economic Security Act and the Families First Coronavirus Response Act, provided that such matters are implemented in a reasonable manner and for a reasonable period of time.

“Creso” means Creso Pharma, Ltd.

“CVDI” means Champlain Valley Dispensary, Inc., a Vermont corporation.

“ Defense Counsel” has the meaning set forth in Section 9.4.5(a).

“Defense Notice” has the meaning set forth in Section 9.4.5(a).

“Disputed Item” has the meaning set forth in Section 2.10.2.

“Effective Time” has the meaning set forth in Section 2.2.

“Employee Benefit Plan” means each pension, retirement, profit sharing, deferred compensation, bonus, employee stock ownership, stock option, stock appreciation right, restricted stock, profits interest, phantom equity, other equity-based compensation, stock purchase, change in control, severance pay, salary contribution, retention agreement, commission, benefits continuation, severance, salary continuation, tuition reimbursement, dependent care assistance, legal assistance, fringe benefit (cash or non-cash), vacation, holiday, sick leave, cafeteria, health, medical, dental, vision, hearing, accident, disability, life, incentive, insurance, death benefit, unemployment, termination, bonus, deferred compensation, profit sharing, pension, retirement, group insurance, any employment or consulting agreement or similar arrangement, welfare plan, program, policy or fund, including, but not limited to, any “employee benefit plan” as that term is defined in Section 3(3) of ERISA, and any “nonqualified deferred compensation plan” within the meaning Section 409A of the Code in which Employees or former Employees participate or under which an Acquired Company could have any Liability, including, without limitation, joint and several liability in connection with a plan sponsored or maintained by an ERISA Affiliate, or to which an ERISA Affiliate contributes or has an obligation to contribute.

“Employees” means, as of any date of determination, all individuals (including common law employees), who are employed by an Acquired Company, and “Employee” means any of them.

“Employment Agreement” means the agreements for employment by the Company with Shayne Lynn and the Key Employees agreed to by the parties and such Key Employee prior to Closing, substantially in the form attached hereto as Exhibit A.

“Encumbrance” means any lien, encumbrance, defect, covenant, hypothecation, interference, preemptive right, community property interest, pledge, mortgage, deed of trust, security interest, charge, interest, debenture, Claim (as defined in Section 101(5) of the Bankruptcy Code), assignment by way of security or otherwise, conditional sales contract or other title retention agreement, right of first refusal or similar interest or instrument charging, or creating a security interest in the assets or any part thereof or interest therein, and any agreement, lease, license, occupancy agreement, option, easement, right of way, restriction, execution or other encumbrance (including notices or other registrations in respect of any of the foregoing) affecting any right or title to the assets or any part thereof or interest therein, in each case of any type, nature or kind whatsoever (whether known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, material or nonmaterial, disputed or undisputed, and whether imposed by agreement, understanding, Law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability).

“End Date” has the meaning set forth in Section 8.1.6.

“Environmental Laws” means any applicable Law or other legal requirement pertaining to pollution, the environment and/or the health or safety of the public or employees, including any applicable Law pertaining to: (a) the existence, cleanup and/or remedy of contamination on property, (b) the emission or release of any Hazardous Material into the environment, including into sewer systems or within

buildings, (c) the control of hazardous wastes, (d) the use, generation, transport, treatment, storage, disposal, removal or recovery of Hazardous Materials, including hazardous building materials, or (e) worker or community protection.

“Environmental Permits” means all Licenses and Permits required under any Environmental Law necessary for the conduct of the Business as currently conducted.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any entity, any corporation or trade or business (whether or not incorporated) which is or was, at the relevant time, treated with such entity as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Escrow Agent” means Odyssey Trust Company.

“Escrow Agreement” means the Escrow Agreement to be entered into by Parent, the Representative and the Escrow Agent at the Closing, substantially in the form of Exhibit B.

“Escrow Amount” means, at any time of determination, the Escrow Cash and the Escrow Shares remaining in escrow in accordance with the terms of the Escrow Agreement.

“Escrow Cash” means $300,000, as may be adjusted downward from time to time pursuant to the terms hereof, together with any interest thereon.

“Escrow Shares” means the number of shares of Parent Restricted Stock, at a price per share equal to the Parent Trading Price, equal to $1,200,000, as may be adjusted downward from time to time pursuant to the terms hereof.

“Estimated Cash Consideration” has the meaning set forth in Section 2.8.1(b).

“Estimated Closing Cash” has the meaning set forth in Section 2.8.2.

“Estimated Closing Merger Consideration” has the meaning set forth in Section 2.8.1(a).

“Estimated Closing Statement” has the meaning set forth in Section 2.8.2.

“Estimated Indebtedness Amount” has the meaning set forth in Section 2.8.2.

“ Estimated Share Consideration” has the meaning set forth in Section 2.8.1(c).

“Estimated Working Capital” has the meaning set forth in Section 2.8.2.

“Exchange Agent” has the meaning set forth in Section 2.7.1.

“Exchange Rate” means the exchange rate to be used to convert amounts between Canadian dollars and U.S. dollars and which shall be the most recently published Bank of Canada USD/CAD end of day exchange rate on the applicable date.

“Final Order” means an order, judgment or other decree of any Governmental Authority having jurisdiction over a Person which is in full force and effect, as to which no appeal is pending and which has not been, and is not subject to being, reversed, stayed, modified or amended.

“ Final Working Capital” has the meaning set forth in Section 2.11.1.

“Financial Statements” has the meaning set forth in Section 3.12.

“Forgiven PPP Loans” mean [ Redacted – Commercially Sensitive Information ].

“Fraud” means, with respect to a Person, the intentional or willful misrepresentation of a material fact constituting common law fraud with the specific intent to deceive by such Person.

“Front Four” means Front Four Real Estate, LLC, a Vermont limited liability company.

“Fundamental Representations” means the representations and warranties of the Company in Section 3.1 (Organization and Qualification), Section 3.2 (Authority and Enforceability), Section 3.7 (Capitalization), Section 3.15 (Employee Benefit Plans), Section 3.17 (Tax Matters), Section 3.22 (Environmental), Section 3.25 (No Brokerage) and Section 3.26 (Forgiven PPP Loans).

“GAAP” means generally accepted accounting principles in the United States of America, applied on a consistent basis.

“Governmental Authority” means any (a) federal, state, local, municipal, foreign or other government, (b) governmental or quasi-governmental authority or political subdivision of any nature (including any governmental agency, branch, division, department, official, or entity and any court or other tribunal), or (c) body exercising, or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or Taxing Authority or power of any nature, including any arbitral tribunal, departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities of any of them.

“Hazardous Materials” means any “hazardous substance,” “pollutant,” or “contaminant” as defined at 42 U.S.C. §9601, as well as any extremely hazardous substances, toxic substances, hazardous waste, pollutant, contaminant and any other substance, material or waste regulated by an Environmental Law. Hazardous Materials shall include petroleum products, agricultural chemicals, asbestos, urea formaldehyde and polychlorinated biphenyls, regardless of whether specifically listed or designated as a hazardous material under any Environmental Law.

“Indebtedness” means with respect to the Acquired Companies and without duplication (a) all obligations for borrowed money and any accrued interest, fees, costs or prepayment premiums related thereto, (b) all obligations as lessee or lessees under leases that have been recorded as capital leases in accordance with GAAP, (c) all obligations represented by notes payable or drafts accepted that evidence extensions of credit or evidenced by bonds, debentures, notes or similar instruments, (d) all reimbursement obligations (including without limitation all contingent reimbursement obligations) in connection with letters of credit, standby letters of credit or guaranties of letters of credit, (e) all guarantees, performance bonds, sureties and/or similar obligations of any kind or nature issued by or on behalf of an Acquired Company in connection with any customer Contracts, proposals or otherwise, (f) all intercompany accounts, payables or loans of any kind or nature, and (g) all amounts owed as deferred purchase price, including all seller notes and “earn-out” payments in respect of the acquisition of any business or division, equity interests or all or a material portion of the assets of any Person. Notwithstanding the foregoing or anything to the contrary contained herein, “Indebtedness” shall not include the indebtedness set forth on Schedule 1.1(a) and the Promissory Note, as amended, including any accrued but unpaid interest thereon, and any indebtedness to third parties to pay for Additional Cap Ex.

“Indebtedness Amount” means the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing.

“Indemnified Party” has the meaning set forth in Section 9.4.5.

“Indemnified Taxes” means: (a) all Taxes of Shareholders, (b) all Taxes of any Acquired Company for any Pre-Closing Period, (c) all Taxes of any Acquired Company by reason of being a member of a consolidated, combined, unitary, affiliated or similar group that includes (or was required to include) the Company (or any of its present or past Affiliates) prior to the Closing, by reason of a tax sharing, tax indemnity or similar agreement entered into by any Acquired Company (or any of its present or past Affiliates) prior to the Closing or by reason of transferee or successor liability arising in respect of a transaction undertaken by any Acquired Company (or any of its present or past Affiliates) prior to the Closing, (d) all transfer taxes arising from the transactions contemplated by this Agreement, (e) all costs and expenses of preparing Tax Returns for a Pre-Closing Period, and (f) all costs and expenses of contesting - any Tax audit or Action that results in the imposition of an item described in clauses (a) (e) of this sentence; provided, however, that Indemnified Taxes will exclude Taxes included in the Working Capital.

“Indemnifying Party” has the meaning set forth in Section 9.4.5.

“Installment Merger Consideration” has the meaning set forth in Section 2.9.2.

“Intellectual Property” means any and all rights arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) all issued patents, (whether design, utility, or plant) and patent applications (whether provisional or non-provisional, and whether design, utility, or plant), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, plant variety protection certificates and applications and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (collectively, the “Patents”), (b) all trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, 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 (collectively, the “Trademarks”), (c) all copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of such Intellectual Property, including, without limitation, brochures, point-of-sale materials, catalogs, advertisements, sales presentations, solicitation materials, newsletters, product designs (including packaging designs), product drawings, photos and images, computer programs and their source code, and all websites and web pages (including all content and material thereon and therein) (collectively, the “Copyrights”), (d) all internet domain names, and social media accounts whether or not Trademarks, all associated web addresses, URLs, websites and web pages, and all content and data thereon or relating thereto, whether or not Copyrights (collectively, “Domain Names”), (e) all mask works, and all registrations, applications for registration, and renewals thereof (collectively, “Mask Works”), (f) all industrial designs, and all associated or related Patents, registrations, applications for registration, and renewals thereof (collectively, “Industrial Designs”), (g) all trade secrets, know-how, knowledge, proprietary information, unpatented inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, standard operating procedures, and all forms and types of financial, business, scientific, technical, economic, or engineering information, including but not limited to patterns, plans, compilations, programs, devices, formulas, designs, prototypes, methods, techniques, processes, procedures, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, that: (i) a Person has taken reasonable measures to keep confidential, non-public, or secret, and (ii) derives any amount of independent economic value (actual or potential) from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information, and all rights therein (collectively, “Trade Secrets”), (h) all computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other

documentation thereof (collectively, “Software”), (i) rights of publicity, and (j) all other intellectual or industrial property and proprietary rights of every kind.

“Intellectual Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property and to which any Acquired Company is a party, beneficiary or otherwise bound, including, without limitation, all IP Assignment Agreements.

“Intellectual Property Assets” means all Intellectual Property that is owned or controlled or purported to be owned or controlled by any Acquired Company, together with all (a) royalties, fees, income, payments, and other proceeds now or hereafter due or payable to an Acquired Company with respect to such Intellectual Property, and (b) claims and Actions with respect to such Intellectual Property, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation, or other violation thereof.

“Intellectual Property Registrations” means all Intellectual Property Assets that are subject to any issuance, registration, or application by or with any Governmental Authority or authorized private registrar in any jurisdiction, including issued Patents, registered Trademarks, Domain Names and Copyrights, and pending applications for any of the foregoing.

“IP Assignment Agreement” has the meaning set forth in Section 3.23.4.

“IT Assets” means the Software and all other computer, communications and other information technology systems and related documents that are owned, purported to be owned or controlled by any Acquired Company, or that are used in the operation of any Acquired Company’s business.

“Interim Financial Statements” has the meaning set forth in Section 3.12.

“Inventory” means all inventories of the Business, including without limitation, inventory, retail or wholesale marijuana, CBD and hemp products, work-in-process, finished goods (including, but not limited to, marijuana- and/or hemp-derived isolates and oils), work in progress, packaging, parts, plant inventory that is planted in the ground, plant inventory that is not planted in the ground, raw materials (including plant propagation materials, liners, raw nursery-product materials, chemicals, fertilizers, labels and supplies), parts and other inventory and supplies, wherever located.

“Key Employee” means each of Bridget Conroy, Shayne Lynn, Jody Vona, and John Sikes, and in each case any successor to the foregoing titles and roles prior to the Closing Date.

“Knowledge” of an Acquired Company or “Company’s Knowledge” means, with respect to the Acquired Companies, the actual knowledge of Shayne Lynn after reasonable inquiry of direct reports.

“Law” means, with respect to any Person, all provisions of constitutions, statutes, rules, regulations, and orders of all Governmental Authorities applicable to such Person, and all orders and decrees of all courts and arbitrators in Actions to which the Person is a party or by which it is bound.

“Lease” has the meaning set forth in Section 3.21.2

“Leased Real Property” has the meaning set forth in Section 3.21.2.

“Letter of Transmittal” means a letter of transmittal to be entered into by each Shareholder, in form and substance agreed to by the Company and Parent.

“Liabilities” means any and all debts, liabilities, commitments or obligations of any kind or nature whatsoever, whether asserted or unasserted, accrued or unaccrued, absolute or contingent, matured or unmatured, or otherwise (whether matured, asserted, contingent, direct, conditional, implied, vicarious, derivative, joint, several or secondary).

“Licenses and Permits” means, with respect to any Person, all of the permits, licenses, certificates, approvals, consents and authorizations of, and registrations with all Governmental Authorities, and under, all federal, state, local and foreign Laws, as are required for the operation of such Person’s business, or the ownership and use of such Person’s assets or real property, or the employment of such Person’s employees.

“Lockup Agreement” means the agreement to be entered into on the Closing Date by Parent and Shayne Lynn, the form of which is attached hereto as Exhibit C.

“Losses” means all losses, damages, Liabilities, deficiencies, Taxes, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing), including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Marijuana Licenses” has the meaning given to it in Section 3.24.

“Material Adverse Effect” or “Material Adverse Change” means any event, occurrence, fact, condition or change that is or could reasonably be expected to, either individually or in the aggregate be, materially adverse to (a) the business, results of operations, financial condition or assets of the Acquired Companies taken as a whole, or, with respect to Section 7.3, Parent, or (b) the ability of the Acquired Companies to consummate the transactions contemplated hereby; provided, however, that “Material Adverse Effect” or “Material Adverse Change” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) U.S., Canadian or global economic or political conditions; (ii) conditions generally affecting the industries or markets in which the Acquired Companies operate; (iii) any changes in U.S., Canadian or global financial, banking or securities markets, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Parent except pursuant to Section 3.3 or Section 6.2; (vi) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement; (viii) any natural or man-made disaster or acts of God (including, for the avoidance of doubt, the COVID-19 pandemic); or (ix) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided, that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided, further, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Acquired Company compared to other participants in the industries in which the Acquired Company operates; and provided, further, that notwithstanding anything contained herein to the contrary, no event, occurrence, fact, condition or change relating to or arising out of the COVID-19 pandemic whether individually or in the aggregate, shall constitute, give rise to or be considered a Material Adverse Effect or Material Adverse Change.

“Merger” has the meaning set forth in the recitals.

“Merger Consideration” means the Closing Merger Consideration, the Installment Merger Consideration and the Additional Merger Consideration (if any).

“Merger Sub” has the meaning set forth in the introductory paragraph.

[ Definition Redacted – Commercially Sensitive Information ]

“Non-Fundamental Representations” shall mean all representations and warranties of the Company in Article 3 other than the Fundamental Representations.

“Ordinary Course of Business” means the ordinary course of such Person’s business, as conducted by such Person in accordance with past custom and practice and undertaken by such Person in good faith; except that activities not otherwise consistent with past custom and practice shall also be deemed to be in the Ordinary Course of Business if such activities are, in the reasonable judgment of such Person, (i) required by Law as a result of the outbreak, spread or effects of COVID-19, or (ii) otherwise necessary or commercially prudent as a result of the outbreak, spread or effects of COVID-19.

“Organizational Documents” means, with respect to any Person, the articles or certificate of incorporation or organization and bylaws, the limited partnership agreement, the partnership agreement or the limited liability company agreement, as applicable.

“PPP Lender” means [ Redacted – Commercially Sensitive Information ].

“Parent” has the meaning set forth in the introductory paragraph.

“Parent Adjustment Amount” has the meaning set forth in Section 2.11.2.

“Parent Common Stock” means the common shares of Parent.

“Parent Indemnified Parties” has the meaning set forth in Section 9.2.1.

“Parent Restricted Stock” means the restricted voting shares in the capital of Parent, as set forth in Parent’s Certificate of Incorporation, as amended.

“Parent Trading Price” means the greater of (a) the minimum price per share of Parent Common Stock permitted pursuant to applicable securities Laws and requirements of the Canadian Securities Exchange expressed in United States dollars as converted using the Exchange Rate in effect as of the date of determination and (b) (i) with respect to Estimated Share Consideration delivered at Closing (including the Escrow Shares), $0.38 per share of Parent Common Stock, (ii) with respect to Additional Consideration, the volume-weighted average price of shares of Parent Common Stock on the Canadian Securities Exchange for the 10 trading days prior to the date on which [ Redacted – Commercially Sensitive Information ], expressed in United States dollars as converted using the Exchange Rate in effect as of the date of determination and (iii) with respect to all Losses arising in connection with claims for indemnification, the volume-weighted average price of shares of Parent Common Stock on the Canadian Securities Exchange for the 30 trading days prior to the date on which the claim for indemnification is made.

“Payoff Letters” has the meaning set forth in Section 2.8.3.

“Person” means any Governmental Authority, individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, limited liability partnership, institution, public benefit corporation or entity or organization.

“Pre-Closing Company Returns” has the meaning set forth in Section 6.9.

“Pre-Closing Period” means any taxable period (or portion thereof) ending on or before the Closing Date and the portion of the Straddle Period ending on and including the Closing Date.

“Promissory Note” means [ Redacted – Commercially Sensitive Information ].

“Public Disclosure Documents” has the meaning set forth in Section 5.2.2.

“Real Property” means each parcel or real property leased, including without limitation, the Leased Real Property as set forth on Schedule 3.21.2 by any Acquired Company, or occupied or used by any Acquired Company together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way, surface leases, surface use agreements, real property interests, real rights, licenses, servitudes, Permits, privileges and other rights and privileges appurtenant thereto owned, leased or held for use by any Acquired Company or any Subsidiary prior to Closing, in each case constituting real property or a real property interest (collectively, the “Real Property Interests”, and together with the Leased Real Property, the “Real Property”).

“Repaid Indebtedness” has the meaning set forth in Section 2.8.3.

“Representative” has the meaning set forth in Section 10.14.

“Representative Losses” has the meaning set forth in Section 10.14.

“Restrictive Covenant Agreements” the agreements containing restrictive covenants related to noncompetition, non-solicitation, non-interference, confidentiality and non-disparagement, substantially in the form attached hereto as Exhibit D.

“Right of First Offer/Right of First Refusal Agreements” the agreement containing a right of first refusal/right of first offer in favor of Sellers, substantially in the form attached hereto as Exhibit E.

“SBA” means the U.S. Small Business Administration.

“SBA Procedural Notice” means the SBA Procedural Notice with Control No.: 5000-20057 with Effective Date of October 2, 2020, on SBA Form 1253.3 (4-93) signed by Dianna L. Seaborn, Director, Office of Financial Assistance, and all amendments and supplements thereto.

“Securities Act” means the Securities Act of 1933, as amended.

“ SEDAR” means the System for Electronic Document Analysis and Retrieval.

“Share Consideration Percentage” means the Estimated Share Consideration divided by the Estimated Closing Merger Consideration, expressed as a percentage.

“Shareholder Adjustment Amount” has the meaning set forth in Section 2.11.3.

“Shareholder Indemnified Parties” has the meaning set forth in Section 9.3.

“Shareholders” means, at any date of determination, all holders of Company Shares and “Shareholder” means any of them.

“Signing Date” has the meaning set forth in the preamble.

“State Regulators” means the State of Vermont Cannabis Control Board, or any other Governmental Authority that establishes, administers, and regulates commercial cannabis cultivators, wholesalers, product manufacturers, retailers, and testing laboratories, together with any Governmental Authority that implements and administers medical cannabis dispensaries and the Medical Cannabis registry currently administered by the Vermont Department of Public Safety.

“Straddle Period” means any taxable year or period beginning on or before the Closing Date and ending after the Closing Date.

“Subsidiary” or “Subsidiaries” means any corporation, association, business entity, partnership, limited liability company, joint venture, trust, other legal entity, or other Person of which an Acquired Company, either directly or indirectly and either alone or through or together with one or more subsidiaries or other intermediary of an Acquired Company or by one or more other subsidiaries or other intermediary of an Acquired Company (a) directly or indirectly owns or controls securities or other interests representing more than 50% of the voting power of such Person, (b) is a general partner or managing member of such Person, or (c) is entitled, by Contract or otherwise, to elect, appoint or designate directors constituting a majority of the members of such Person’s board of directors or other governing body.

“Surviving Corporation” has the meaning set forth in Section 2.1.

“Tax” or “Taxes” means any and all taxes, however denominated, which taxes shall include, but not be limited to, all net income, gross income, gross receipts, franchise, excise, occupation, estimated, alternative minimum, add on minimum, premium, windfall profit, profits, gains, net worth, paid up capital, capital stock, greenmail, sales, use, ad valorem, value added, motor vehicle sales, retailers’ occupation, stamp, natural resources, environmental, real property, personal property, custom, duty, transfer (including real property transfer), recording, license, registration, documentation, leasing, insurance, social security, employment, severance, workers’ compensation, impact, hospital, health, unemployment, disability, payroll, license, service, service use, employee or other withholding, or other tax or governmental charge, of any kind whatsoever, including any interest, penalties, fees, charges, levies, assessments, duties, tariffs, imposts or additions to tax that may become payable in respect thereof.

“Tax Return” or “Tax Returns” means any returns (including estimated returns and amended returns and withholding Tax returns and reports), declarations, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information), in each case, filed or required to be filed in connection with the determination, assessment or collection of any Taxes.

“Taxing Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Third Party Claim” has the meaning set forth in Section 9.4.5.

“Transaction Documents” means this Agreement, the Letters of Transmittal, the Employment Agreements, the Restrictive Covenants Agreements, the Lockup Agreement, the Escrow Agreement, the side letter agreement between Parent and Shayne Lynn and the documents and certificates delivered pursuant to the terms of this Agreement.

“Transaction Expenses” means (without duplication) (a) the collective amount payable by, or Liabilities of, the Acquired Companies to outside legal counsel, accountants, advisors, brokers and other Persons in connection with the transactions contemplated by this Agreement or otherwise arising by consummation of the transactions contemplated hereby, (b) all Liabilities of the Acquired Companies under or in connection with any severance arrangements or any incentive bonuses, transaction bonuses, phantom stock interests, termination, policies and change of control arrangements and similar obligations that are owed to any Person and that will be triggered in whole or in part by the consummation of the transactions contemplated by this Agreement, and the employer portion of any employment or payroll Taxes thereon, and (c) 50% of any fees and expenses of the Escrow Agent. “Transaction Expenses” shall not include any of the foregoing to the extent paid prior to Closing other than pursuant to Section 2.9.1(c).

“Treasury Regulation” shall mean any regulation issued under the Code by the United States Internal Revenue Service with the approval of the United States Department of Treasury.

[ Definition Redacted – Commercially Sensitive Information ]

“WARN Act” has the meaning set forth in Section 3.16.7.

“Working Capital” means the amount equal to (a) the sum of ordinary accounts receivable, prepaid expenses and other current assets, and minus (b) the sum of accounts payable, accrued expenses and other current liabilities (excluding all Additional Cap Ex, if any), in each case, of the Acquired Companies as of 11:59 p.m. (Denver time) on the Business Day immediately prior to the Closing Date and determined in accordance with GAAP consistent with the Company’s past practices and the principles set forth on Schedule 1.1(b), but, in all cases, excluding any Cash, investments, current and deferred income Taxes, Transaction Expenses and the Indebtedness Amount.

“Working Capital Overage” shall exist when (and shall be equal to the amount by which) the Estimated Working Capital exceeds the Working Capital Peg.

“Working Capital Peg” means $[ Redacted – Commercially Sensitive Information ].

“Working Capital Underage” shall exist when (and shall be equal to the amount by which) the Working Capital Peg exceeds the Estimated Working Capital.

1.2 Interpretations . The section and other headings and subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of reference, are not part of the agreement of the parties, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit or any schedule. Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, and the word “it” and similar words include “it, he or she” or similar words, as the case may be. All references to days or months shall be deemed references to calendar days or months. All references to “$” or “dollars” shall be deemed references to United States dollars unless specified otherwise. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time and (e) references to “day” without qualification as a “Business Day,” shall mean a calendar day. In the

computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” The word “including” means “including without limitation.” The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

ARTICLE 2 THE MERGER

2.1 The Merger . On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Act, at the Effective Time, (a) the Company will merge with and into Merger Sub, (b) the separate corporate existence of the Company will cease, and (c) Merger Sub will continue its corporate existence under the Act as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent (sometimes referred to herein as the “Surviving Corporation”).

2.2 Consummation of the Merger; Effective Time . Subject to the provisions of this Agreement, on the Closing Date, the parties shall cause articles of merger (the “Articles of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Vermont in accordance with the relevant provisions of the Act and shall make all other filings or recordings required under the Act to effectuate the Merger. The Merger shall become effective at such time as the Articles of Merger have been duly filed with the Secretary of State of the State of Vermont, or at such later date or time as may be agreed by the Company and Parent in writing (the effective time of the Merger is the “Effective Time”).

2.3 Effects of Merger . The Merger shall have the effects set forth herein and in the applicable provisions of the Act. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.

2.4 Articles of Incorporation; Bylaws . At the Effective Time: (a) the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the articles of incorporation of the Surviving Corporation, or as provided by applicable Law.

2.5 Directors and Officers . The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation.

2.6 Effect of the Merger on Company Shares . At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or any Shareholder:

2.6.1 Cancellation of Company Shares. At the Effective Time, any Company Shares that are owned by Parent, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

2.6.2 Conversion of Company Shares. Subject to the terms of this Article 2, the Company Shares issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Consideration. The Merger Consideration shall be paid as set forth herein. At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and the holder thereof shall cease to have any rights as a shareholder of the Company.

2.6.3 Fractional Shares. No certificates or scrip representing fractional shares of Parent Restricted Stock shall be issued hereunder, and Shareholders shall have no rights in any fractional shares or consideration representing fractional shares.

2.7 Surrender and Exchange of Company Shares .

2.7.1 Exchange Agent. Prior to the Effective Time, Parent shall (at its sole cost and expense) appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the exchange agent in the Merger.

2.7.2 Surrender and Exchange Procedures. At least 10 days prior to the Effective Time, the Company shall deliver a Letter of Transmittal to each Shareholder, along with instructions to effect the surrender of Company Shares and receipt of the portion of the Merger Consideration payable to such Shareholder. After delivery to the Exchange Agent of a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that the Exchange Agent may reasonably require in connection therewith, at the Effective Time, such Shareholder shall have surrendered its Company Shares and shall be entitled to receive in exchange therefor (subject to the holdbacks, escrow and post-closing adjustment described herein), the amount of the Merger Consideration determined in accordance with Section 2.8, 2.11 and 2.12.

2.7.3 DRS Statements; Transfer Taxes; Right to Receive Merger Consideration. All shares of Parent Restricted Stock issued hereunder shall be in the form of a Direct Registration System statement. Unless otherwise provided herein, no interest shall be paid or shall accrue on any Company Shares or any cash payable upon surrender of any Company Shares. If any portion of the Merger Consideration payable in shares of Parent Restricted Stock is to be paid to a Person other than the Person in whose name the surrendered Company Shares are registered, it shall be a condition to such payment that (a) such shares shall be properly endorsed or shall otherwise be in proper form for transfer, and (b) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such shares or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Each Company Share shall be deemed at any time after the Effective Time to represent only the right to receive Merger Consideration upon surrender. Any portion of the Merger Consideration that remains unclaimed by a Shareholder 12 months after the Effective Time shall be returned to Parent upon demand, and any Shareholder who has not exchanged shares for the Merger Consideration in accordance with this Section 2.7 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Parent shall not be liable to any Person for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any amounts or shares remaining unclaimed by Shareholders two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of Parent free and clear of any Encumbrances, claims or interest of any Person previously entitled thereto.

2.8 Calculation of Estimated Closing Merger Consideration .

2.8.1 Defined Terms.

(a) The “Estimated Closing Merger Consideration” means the amount that is the sum of the Estimated Cash Consideration and the Estimated Share Consideration.

(b) The “Estimated Cash Consideration” means $3,000,000, (i) plus the Estimated Closing Cash, minus (ii) 20% of the Estimated Transaction Expenses, minus (iii) the Estimated Indebtedness Amount, plus (iv) 20% of the Working Capital Overage (if any), minus (v) 20% of the Working Capital Underage (if any, stated as a positive number).

(c) The “Estimated Share Consideration” means the amount that is $12,000,000, minus (i) 80% of the Estimated Transaction Expenses, plus (ii) 80% of the Working Capital Overage (if any), minus (iii) 80% of the Working Capital Underage (if any, stated as a positive number).

(d) The “Estimated Closing Shares” means a number of shares of Parent Restricted Stock equal to the Estimated Share Consideration divided by the Parent Trading Price.

2.8.2 Calculation of Estimated Closing Merger Consideration. Not later than five Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a certificate (the “Estimated Closing Statement”) executed by an authorized officer of the Company setting forth the Company’s calculation and good faith estimates of (a) the Closing Cash (the “Estimated Closing Cash”), (b) the Indebtedness Amount (the “Estimated Indebtedness Amount”), (c) the Transaction Expenses (the “Estimated Transaction Expenses”), (d) the Working Capital (the “Estimated Working Capital”) and the resulting Working Capital Underage or Working Capital Overage, if any, (e) the resulting Estimated Cash Consideration, (f) the resulting Estimated Share Consideration and (g) the resulting Estimated Closing Merger Consideration. The Estimated Closing Statement and the amounts included therein shall be reasonably acceptable to Parent and shall include a detailed listing of the items and amounts included therein, and shall be prepared by such authorized officer of the Company in good faith and in accordance with this Agreement and the books and records of the Acquired Companies.

2.8.3 At least five Business Days prior to the Closing Date, (a) an authorized officer of the Company shall deliver to Parent the forms of pay off letters in form reasonably satisfactory to Parent to be executed at or prior to the Closing by all lenders of Indebtedness for borrowed money (the “Repaid Indebtedness”) which, if such Repaid Indebtedness is secured, shall include an undertaking by such lenders to discharge, terminate and release in full at the Closing any Encumbrance securing such Repaid Indebtedness (such letters, the “Payoff Letters”), and (b) the Company shall have made arrangements satisfactory to Parent for the full and final release, by each lender of such Repaid Indebtedness, of all Encumbrances over the properties and assets of the Acquired Companies.

2.9 Payment of Merger Consideration .

2.9.1 Estimated Closing Merger Consideration . Immediately after the Effective Time, Parent shall pay and satisfy the Estimated Closing Merger Consideration as follows:

(a) Subject to receipt of the applicable Letter of Transmittal, Parent shall pay or cause to be paid to each Shareholder by wire transfer of immediately available funds to the account set forth opposite such Shareholder’s name in the Consideration Allocation Schedule, the amount that is (i) the Estimated Cash Consideration, minus the Escrow Cash, multiplied by (ii) such Shareholder’s Consideration Percentage;

(b) Parent shall pay or cause to be paid to the Escrow Agent by wire transfer of immediately available funds for the account of the Escrow Agent the fees payable pursuant to the Escrow Agreement;

(c) Parent shall pay or cause to be paid the Estimated Transaction Expenses shown on the Estimated Closing Statement to the payees listed thereon;

(d) Parent shall pay or cause to be paid to the Escrow Agent by wire transfer of immediately available funds to the Escrow Agent the Escrow Cash, to be held as security for the obligations of the Shareholders pursuant to Section 2.11 and Section 9.2.2 and distributed in accordance with the terms of the Escrow Agreement;

(e) Parent shall direct its transfer agent to issue, register and deliver the Escrow Shares and deposit the Escrow Shares with the Escrow Agent to be held as security for the obligations of the Shareholders pursuant to Section 2.11 and Section 9.2.2 and distributed in accordance with the terms of the Escrow Agreement; and

(f) Subject to receipt of the applicable Letter of Transmittal, Parent shall direct its transfer agent to issue, register and deliver to each Shareholder the number of shares of Parent Restricted Stock equal to (i) the Estimated Closing Shares, minus the Escrow Shares multiplied by (ii) such Shareholder’s Consideration Percentage.

2.9.2 Installment Merger Consideration . On the date that is 18 months following the Signing Date, (i) Parent shall pay or cause to be paid to each Shareholder by wire transfer of immediately available funds to the account set forth opposite such Shareholder’s name in the Consideration Allocation Schedule an amount equal to $2,000,000 multiplied by such Shareholder’s Consideration Percentage and (ii) Parent shall direct its transfer agent to issue, in the name of each Shareholder, the number of shares of Parent Restricted Stock, at a price per share equal to $0.38, equal to $250,000, multiplied by such Shareholder’s Consideration Percentage, for each such Shareholder rounded down to the nearest whole share (the “Installment Merger Consideration”).

2.10 Closing Statement; Disputes .

2.10.1 Closing Statement. Not later than 90 days after the Closing Date, Parent will prepare and deliver, or cause to be prepared and delivered, to the Representative a statement (the “Closing Statement”) setting forth its calculation of Working Capital, the Closing Cash and the Indebtedness Amount.

2.10.2 Dispute. The Closing Statement shall become final and binding on the parties on the 30[th] day following the date on which the Closing Statement was delivered to the Representative, unless the Representative delivers written notice of its disagreement (a “Closing Dispute Notice”) with the Closing Statement to Parent prior to such date. Any Closing Dispute Notice shall specify in reasonable detail the nature of any disagreement so asserted, any proposed adjustment to the Statement and the basis for such adjustment (including a specific dollar amount and accompanied by a reasonably detailed explanation). To the extent not set forth in a Closing Dispute Notice, the Representative shall be deemed to have agreed with Parent’s calculation of all other items and amounts contained in the Closing Statement and such statements and amounts shall become final and binding. In the event that such Closing Dispute Notice is timely delivered, Parent and the Representative will negotiate in good faith to resolve such dispute. If Parent and the Representative, notwithstanding such good faith effort, fail to resolve such dispute within 15 days after Parent’s receipt of the Closing Dispute Notice, either party, by written notice to the other, may elect to have

any item in the Closing Dispute Notice that the parties were unable to resolve (each such item, a “Disputed Item”) tendered to and resolved by a nationally recognized independent certified public accounting firm upon which Parent and the Representative will reasonably agree (the “Arbitration Firm”). In resolving any Disputed Item, the Arbitration Firm (a) may not assign a value to any item greater than the greatest value claimed for such item by either party or less than the smallest value claimed for such Disputed Item by either party and (b) will base its determination solely on written materials submitted by Parent or the Representative (and not on any independent review). The costs of any fees and expenses of the Arbitration Firm will be borne by the parties in inverse proportion as they may prevail on the matters resolved by the Arbitration Firm, which proportionate allocation will be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and will be determined by the Arbitration Firm at the time the determination of such firm is rendered on the merits of the matters submitted. All determinations made by the Arbitration Firm will be final, conclusive and binding on the parties, upon which a judgment may be rendered by a court of competent jurisdiction, and will not be subject to appeal or further review.

2.11 Adjustment to Estimated Closing Merger Consideration .

2.11.1 For purposes of this Agreement, “Final Closing Cash” means Closing Cash, the “Final Indebtedness Amount” means the Indebtedness Amount, and “Final Working Capital” means the Working Capital, as finally agreed or determined in accordance with Section 2.10.2. Within five Business Days after the date on which the Final Closing Cash, the Final Indebtedness Amount, the Final Working Capital is finally agreed to or determined in accordance with Section 2.10.2, the Estimated Closing Merger Consideration shall be recalculated by Parent and the Representative utilizing the Final Closing Cash in lieu of the Estimated Closing Cash, the Final Indebtedness Amount in lieu of the Estimated Indebtedness Amount, and the Final Working Capital in lieu of the Estimated Working Capital (the Estimated Closing Merger Consideration as so recalculated, the “Closing Merger Consideration”).

2.11.2 If the Estimated Closing Merger Consideration is greater than the Closing Merger Consideration (such excess amount, the “Parent Adjustment Amount”), then not later than five Business Days after the determination of such excess, Parent and Representative shall deliver a joint instruction to the Escrow Agent directing the Escrow Agent to release and distribute to Parent the Parent Adjustment Amount in the form of Escrow Cash and Escrow Shares where an amount equal to the Cash Consideration Percentage of the Parent Adjustment Amount shall be in the form of Escrow Cash and an amount equal to the Share Consideration Percentage of the Parent Adjustment Amount shall be in the form of Escrow Shares, with the number of shares of Parent Restricted Stock to be released determined by reference to the Parent Trading Price, and with such cash and shares to reduce each Shareholder’s portion of the Escrow Cash and Escrow Shares based on such Shareholder’s Consideration Percentage.

2.11.3 If the Estimated Closing Merger Consideration is less than the Closing Merger Consideration (such shortfall amount, the “Shareholder Adjustment Amount”), then not later than five Business Days after the determination of such shortfall, the Shareholder Adjustment Amount shall be paid in the form of cash and Parent Restricted Stock to the Shareholders based on their Consideration Percentages where an amount equal to the Cash Consideration Percentage of the Shareholder Adjustment Amount shall be paid by Parent in cash (the “Adjustment Cash Amount”) and an amount equal to the Share Consideration Percentage of the Shareholder Adjustment Amount paid in the form of Parent Restricted Shares (the “Adjustment Share Amount”). Parent shall pay or cause to be paid to each Shareholder by wire transfer of immediately available funds to the account set forth opposite such Shareholder’s name in the Consideration Allocation Schedule, the amount in cash that is the Adjustment Share Amount, multiplied by such Shareholder’s Consideration Percentage. Parent shall direct its transfer agent to issue, in the name of each Shareholder, the number of shares of Parent Restricted Stock, at a price per share equal to the Parent

Trading Price, equal to the Adjustment Share Amount multiplied by such Shareholder’s Consideration Percentage, for each such Shareholder rounded down to the nearest whole share.

2.12 Post-Closing Additional Consideration.

2.12.1 Determination of Additional Consideration. Subject to the terms and conditions set forth in this Section 2.12, in addition to the Closing Merger Consideration and the Installment Merger Consideration to be paid to the Shareholders, after the Closing Date, the Shareholders shall be entitled to receive the Additional Consideration following the Closing Date on the following terms and conditions:

(a) [ Redacted – Commercially Sensitive Information ].

(b) [ Redacted – Commercially Sensitive Information ].

2.12.2 Notice to Representative. [ Redacted – Commercially Sensitive Information ].

2.12.3 Right of Offset. In the event that any Shareholder has any obligation to Parent, Merger Sub or the Surviving Corporation, or any Parent Indemnified Parties, that has not been satisfied, Parent shall have the right, in addition to any other rights available to it, at law or in equity, to withhold and offset such obligations against any Additional Consideration.

2.12.4 No Right to Additional Consideration. The Shareholders acknowledge and agree that (a) there is no assurance that the Shareholders will have the right to or receive any Additional Consideration and none of Parent, Merger Sub or the Surviving Corporation has promised or projected any payment of Additional Consideration, and (b) the parties solely intend the express provisions of this Agreement to govern their contractual relationship.

2.12.5 Surviving Corporation Covenants. Following the Closing Date, the Surviving Corporation hereby covenants and agrees that it shall, and Parent covenants and agrees that it shall cause the Surviving Corporation to, act in good faith and use commercially reasonable efforts to apply for and obtain the [ Redacted – Commercially Sensitive Information ].

2.12.6 No Security. The parties understand and agree that (a) the contingent rights to receive any Additional Consideration shall not be represented in the any form of certificate or other instrument, are not transferable, and do not constitute an equity or ownership interest in Parent or any other Person; (b) the Shareholders shall not have any rights as an equityholder of Parent or any other Person as a result of the Shareholders’ contingent right to receive any Additional Consideration hereunder; and (c) no interest is payable with respect to any Additional Consideration.

2.12.7 Adjustment to Merger Consideration. Any payments of Additional Consideration shall be treated as an adjustment to the Merger Consideration for Tax purposes to the maximum extent permitted by Law.

2.13 Adjustments to Capitalization . Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Capital Stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

2.14 Full Satisfaction . Parent, Merger Sub and the Surviving Corporation shall be entitled to rely conclusively on the Consideration Allocation Schedule for the purposes of making payments under and in accordance with this Agreement. Parent, Merger Sub and the Surviving Corporation shall not be responsible for the accuracy of the information set forth in the Consideration Allocation Schedule. The Representative, on behalf of itself and the Shareholders, acknowledges and agrees that it will not make any claims against Parent, Merger Sub or the Surviving Corporation with respect to any of the calculations set forth in the Consideration Allocation Schedule (including any amendments or supplements thereto made in accordance with this Agreement), including any claim that any amount has been miscalculated thereunder and irrevocably waive any and all rights to make such claims at any time.

2.15 Withholding . Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any Person pursuant to this Article 2 such amounts as may be required to be deducted and withheld with respect to the making of such payment under any Tax Laws. To the extent that amounts are so deducted and withheld by the Exchange Agent, Parent or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Exchange Agent, Parent or the Surviving Corporation, as the case may be, made such deduction and withholding.

2.16 Tax Treatment . For U.S. federal income tax purposes, the parties hereto intend, by approving resolutions authorizing this Agreement, to treat this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3, and to cause the Merger to qualify as a “reorganization” under the provisions of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. No party shall take any position (whether in a Tax Return, an audit or otherwise) that is inconsistent with the foregoing treatment, unless required to do so by applicable Law.

2.17 Benefit to Shareholders . The Representative, for and on behalf of the Shareholders, acknowledges and agrees that the Shareholders are receiving consideration and a benefit that they are not otherwise entitled to. At the Effective Time, the Shareholders are the sole equity holders of Company and will benefit personally from the issuance of the Merger Consideration.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent and Merger Sub that, as of the date hereof and as of the Closing Date (except in the latter case where clearly indicated otherwise), except to the extent set forth on the disclosure schedules of the Company (and such disclosure schedules shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Article 3; provided, that the disclosures in any Section or Subsection of the disclosure schedules shall qualify other Section or Subsection of this Article 3 to the extent reasonably apparent that such disclosures qualify such other Sections and Subsections):

3.1 Organization and Qualification . Each Acquired Company is duly organized, validly existing and in good standing under the Laws of the State of Vermont and has all organizational power and authority to own or lease its properties and assets and to operate and carry on the Business as it is now being conducted. The Organizational Documents of each Acquired Company are true correct and complete, and no Acquired Company is in material default under or in violation of any provision thereof. No Acquired Company is required by Law to be licensed or qualified to do business as a foreign corporation or limited liability company in any jurisdiction other than the State of Vermont.

3.2 Authority and Enforceability . The Company has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and perform its obligations under the Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company, and all other action of the Company, including all shareholder and board and other required approvals, authorizations and ratifications, necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will be taken prior to the Closing. This Agreement and the other Transaction Documents to which the Company is a party are, assuming execution and delivery thereof by the other parties thereto, legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, subject to applicable Laws relating to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and to general principles of equity.

3.3 No Conflicts or Violation; Consents . Neither the execution and delivery of the Transaction Documents to which the Company is a party, nor the consummation of the transactions and performance of the terms and conditions contemplated hereby or thereby, nor compliance with any of the terms and conditions hereof or thereof, will: (a) conflict with or result in a violation or breach of or default pursuant to any provision of the Organizational Documents of any Acquired Company, (b) except as set forth in Schedule 3.3, require the consent, notice or other action by any Person under, conflict with or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default pursuant to (or give rise to any Encumbrance or right of termination, cancellation, payment, guaranty or acceleration under) any Contract to which any Acquired Company is a party or by which its assets or properties or the Business are bound, except where the violation, breach, conflict, default, acceleration or failure to give notice or obtain consent would not have a Material Adverse Effect, (c) subject to, in the case of the Merger, obtaining the vote from the holders of shares of capital stock of the Company entitled to vote thereon approving this Agreement and the transactions contemplated herein not later than one day after the date hereof, violate or conflict with any Law (other than any United States federal law, and more specifically the Controlled Substances Act, the possession, use, cultivation, marketing and transfer of marijuana is illegal) in any respects applicable to any Acquired Company or any asset or properties of any Acquired Company or the Business, except where the violation, breach, conflict, default, acceleration or failure to give notice or obtain consent would not have a Material Adverse Effect or (d) except with respect to the State Regulators, require any filing with, or the obtaining of any authorization of, or notification to, any Governmental Authority that has not been made or obtained. The transactions contemplated hereby and thereby are not the subject of any contingency or condition not specifically set forth in this Agreement.

3.4 Compliance with Laws . Except as set forth on Schedule 3.4, each Acquired Company is and has been in compliance in all respects with all Laws and judgments applicable to the ownership, occupancy and use of the Acquired Company’s assets and properties, and the operation of the Business, and the employment of the Employees, except for U.S. federal laws prohibiting the cultivation, possession, sale or distribution of marijuana or products containing marijuana, and except where the failure to be in compliance would not have a Material Adverse Effect. Each Acquired Company possesses and is in compliance in all material respects with all Licenses and Permits that are required in connection with its ownership, occupancy and use of the Acquired Company’s assets and properties, and the operation of the Business and the employment of the Employees. Each of the Licenses and Permits is in full force and effect, and except as set forth on Schedule 3.4, no Acquired Company is in violation of any of the Licenses and Permits except where such violation would not have a Material Adverse Effect. No Licenses or Permits are required in connection with the ownership of the Company Shares. No notice has been issued and no

investigation or review is pending, or to the Company’s Knowledge, threatened, by any Governmental Authority (a) with respect to any alleged violation of any Law affecting any Acquired Company, the assets and properties of the Acquired Companies, the operation of the Business, or the employment of the Employees, or (b) with respect to any alleged failure to possess or maintain, or any alleged failure to operate in accordance with, any License or Permit required in connection with any Acquired Company’s ownership, occupancy and use of the assets and properties of the Acquired Companies, the operation of the Business, or the employment of the Employees.

3.5 Actions . There are no Actions pending or, to the Company’s Knowledge, threatened, (a) that question the validity of this Agreement or any transaction contemplated hereby, and/or the performance of the Company’s obligations hereunder or any other Transaction Document, or (b) that relate to any of the assets and properties of any Acquired Company, the Employees or the operation of the Business, including but not limited to condemnation or bankruptcy proceedings.

3.6 Consents. Except as otherwise set forth in Schedule 3.6 at Closing, no consent of any third Person is required in connection with this Agreement or any other Transaction Document, or the consummation of the transactions contemplated hereby and thereby, or the performance of the Company’s obligations and duties hereunder and thereunder, except where failure to obtain such consent would not have a Material Adverse Effect or could require the payment of money by the Surviving Corporation after the Effective Time.

3.7 Capitalization of the Company .

3.7.1 Schedule 3.7-A sets forth as of the date hereof (a) the full legal name and legal address of each Shareholder, and (b) the number of Company Shares owned, beneficially and of record, by each such Shareholder. As of the date hereof, each Shareholder identified on Schedule 3.7-A is the sole record and beneficial owner of the Company Shares set forth opposite such Shareholder’s name, and such Shareholder has good and marketable title to such Company Shares, free and clear of all Encumbrances. All of the issued and outstanding shares of Capital Stock of the Company have been duly authorized and are validly issued, fully paid, and non-assessable. The Company Shares identified on Schedule 3.7-A constitute, as of the date hereof, all of the Capital Stock of the Company. Except as set forth on Schedule 3.7-A, as of the date hereof, (i) there is no Capital Stock of the Company issued, reserved for issuance or outstanding, (ii) there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interest of the Company, (iii) each Shareholder has all requisite power and authority to vote his, her or its Company Shares, (iv) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Capital Stock of the Company, (v) there are no authorized or outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of the Company on any matter, and (vi) there are no Contracts to which the Company is bound to repurchase, redeem or otherwise acquire any of its Capital Stock or vote or dispose of its Capital Stock.

3.7.2 Schedule 3.7-B sets forth as of the Closing Date (a) the full legal name and legal address of each Shareholder, and (b) the number of Company Shares owned, beneficially and of record, by each such Shareholder. As of the Closing Date, each Shareholder identified on Schedule 3.7-B is the sole record and beneficial owner of the Company Shares set forth opposite such Shareholder’s name, and such Shareholder has good and marketable title to such Company Shares, free and clear of all Encumbrances. All of the issued and outstanding shares of Capital Stock of the Company have been duly authorized and are validly issued, fully paid, and non-assessable. The Company Shares identified on Schedule 3.7-B constitute, as of the Closing Date, all of the Capital Stock of the Company. Except as set forth on Schedule

3.7-B, as of the Closing Date, (i) there is no Capital Stock of the Company issued, reserved for issuance or outstanding, (ii) there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interest of the Company, (iii) each Shareholder has all requisite power and authority to vote his, her or its Company Shares, (iv) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Capital Stock of the Company, (v) there are no authorized or outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of the Company on any matter, and (vi) there are no Contracts to which the Company is bound to repurchase, redeem or otherwise acquire any of its Capital Stock or vote or dispose of its Capital Stock.

3.7.3 Except as set forth on Schedule 3.7.3, the Company Shares have been duly authorized and validly issued, and such Company Shares are not subject to, nor were they issued in violation of, any purchase option, call option, right of first refusal or offer, co-sale or participation right, preemptive right, subscription right or similar right. There are no declared or accrued but unpaid dividends with respect to the Company Shares.

3.7.4 There are no outstanding stock-appreciation rights, equity-based performance units, “phantom” equity rights or other contracts or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, equity price performance or other attribute of any Acquired Company or their business or assets or calculated in accordance therewith (other than payments or commissions to sales representatives of the Acquired Companies based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby).

3.8 Capitalization of Subsidiaries .

3.8.1 Schedule 3.8.1 sets forth an organizational chart of the Acquired Companies, and for each Subsidiary of the Company: (a) its name and jurisdiction and date of incorporation or formation, (b) the number of authorized shares for each class and series of its Capital Stock, (c) the number of issued and outstanding shares of each class and series of its Capital Stock, the names of the holders thereof, and the number of shares or interests held by each such holder, and (d) the number of shares or interests of its Capital Stock held in treasury. All of the issued and outstanding shares of Capital Stock of each such Company Subsidiary have been duly authorized and are validly issued, fully paid, and non-assessable. The Company owns and has always owned (beneficially and of record) all of the outstanding Capital Stock of such Subsidiaries, free and clear of any Encumbrances. Except for the Subsidiaries of the Company set forth on Schedule 3.8.1, neither the Company nor any Company Subsidiary owns, of record or beneficially, or has any right to acquire, directly or indirectly, any Capital Stock of, or other interests in, any Person. No Company Subsidiary has at any time issued or granted, and there are no outstanding or authorized compensatory equity or equity-linked interests with respect to the Capital Stock of, or other equity or voting interests in, any Company Subsidiary, including any options, appreciation rights, phantom equity or similar rights. There are no declared or accrued but unpaid dividends or distributions with respect to the Capital Stock of any Company Subsidiary.

3.8.2 There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require any Company Subsidiary to issue, sell, or otherwise cause to become outstanding any of its Capital Stock and there are no statutory or contractual equityholder preemptive or similar rights, rights of first refusal or registration rights with respect to any Company Subsidiary’s Capital Stock. No Company Subsidiary has violated any federal or state securities Laws or any preemptive or similar rights created by

statute, Organizational Document or Contract in connection with the offer, sale or issuance of any Company Subsidiary’s Capital Stock. There is no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests declared or accumulated but unpaid with respect to any shares or interests of any Company Subsidiary’s Capital Stock and there are no restrictions of any kind which prevent the payment of the foregoing by any Company Subsidiary.

3.9 Assets Used in the Business .

3.9.1 Each Acquired Company has the right to own, operate, use and maintain its properties and assets in the manner in which they are now operated, used and maintained and to conduct the Business as currently conducted. Each Acquired Company has good and marketable title to, or has a valid and enforceable leasehold or license to, its properties and assets (including, without limitation, the Leased Real Property) used in the Business. As of the Closing, all properties and assets (including, without limitation, the Leased Real Property) used in the Business are free and clear of all Encumbrances (including Encumbrances arising from protective lien filings, capital leases, and financing arrangements), and free of any restrictions on use.

3.9.2 Schedule 3.9.2 sets forth a list of all deposits of the Acquired Companies, including the amounts and a description of each deposit, the name of the Person holding such deposit, all Persons with any right, title or interest in or to such deposit, and any claim that may be made against such deposit.

3.9.3 Schedule 3.9.3 sets forth a true, correct and complete list of all of the material customers of the Business. Such customers are the only material customers of the Business, and the Acquired Companies have no other or separate list of the customers of the Business. As used in this Section, a “material customer of the Business” shall mean any Person that has purchased an aggregate of $100,000 in products and or services from the Business in any one year period. The Business is only conducted through the Acquired Companies.

3.10 Inventory . Schedule 3.10 sets forth, as of the date hereof, a true, correct and complete list of Inventory. All Inventory consist of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All plant Inventory is free from all rot, mildew and fungus. All Inventory is owned by the applicable Acquired Company free and clear of all Encumbrances, and no Inventory is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) are reasonable in the circumstances of the Acquired Companies. All Inventory is tracked and accounted for at all times in compliance with applicable Laws and State Regulators’ regulations applicable to the Marijuana Licenses.

3.11 Condition of Assets; No Third Party Rights . Except as provided in the last sentence of this Section 3.11, (a) the Acquired Companies own or lease all of the assets, properties, titles, rights and interests reasonably necessary for the conduct of the Business as presently conducted and (b) all of the assets and properties used in the Business have been maintained and are in good operating condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business.

3.12 Financial Statements . Attached as Schedule 3.12 (a) the audited balance sheets and statements of income, cash flows and equity holders’ equity (or equivalent statement titles) of CVDI, as of and for the fiscal years ended June 30, 2017, June 30, 2019 and June 30, 2020 and the compiled balance sheets and statements of income, cash flows and equity holders’ equity of CVDI, as of and for the fiscal year end June 30, 2018 (the “Annual Financial Statements”) and (b) unaudited balance sheets and statements of income of the Acquired Companies as of and for the 9 month period ended March 31, 2021

(the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (including the notes thereto) present fairly, in all material respects, the consolidated financial position and results of operations of the Acquired Companies as of the dates and for the periods indicated in such Financial Statements in conformity with GAAP (except in the case of the Interim Financial Statements, for the absence of footnotes and other presentation items and for normal yearend adjustments).

3.13 Undisclosed Liabilities; Indebtedness . Except as set forth on Schedule 3.13, there are no liabilities, obligations or commitments of a type required to be disclosed on a balance sheet prepared in accordance with GAAP of any Acquired Company, except for (a) those reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the Ordinary Course of Business (none of which relate to a breach of Contract, breach of warranty, tort, infringement, violation of Law, governmental order, permit or any Action) or (c) incurred in connection with the transactions contemplated by this Agreement. Schedule 3.13 sets forth, as of the date hereof, a true, correct and complete accounting and list of the Indebtedness of the Acquired Companies. The Acquired Companies have performed in all material respects all of its obligations required to be performed by it under each document evidencing its Indebtedness. After payment of the Indebtedness evidenced by the Payoff Letters, the Acquired Companies will have no Indebtedness. There are no Encumbrances upon any property or assets of any Acquired Company, except for Encumbrances for current Taxes not yet due and payable.

3.14 Contracts .

3.14.1 Schedule 3.14.1(a)-(o) sets forth a true, correct and complete list, and if oral, a true, correct and complete description, of:

(a) all Contracts that any Acquired Company is a party to or is bound by that affect or relate to any Acquired Company or the Business or the ownership of use of any of their properties or assets, and that provide for, or are likely to result in, payments in any 12 month period by any party thereto in excess of $50,000;

(b) all Contracts involving any of (i) the five largest customers or distributors of the Acquired Companies as measured by the dollar amount of sales revenue for the 12 month period ended December 31, 2020 or (ii) the five largest suppliers of the Company as measured by the dollar amount of purchases of goods or services by the Acquired Companies from such suppliers during the 12 month period ended December 31, 2020;

(c) all Contracts for any joint venture, strategic alliance, partnership, distributor or similar Contract with any third party;

(d) all Contracts relating to an acquisition or divestiture of any material portion of the business of any Acquired Company (whether by merger, sale of stock, sale of assets or similar transaction) that contains representations, covenants, indemnities or other obligations (including payment, indemnification, purchase price adjustment, “earn-out” or other contingent obligations);

(e) all Contracts for the employment of any officer, individual employee or other Person on a full time, part time, consulting or other basis;

(f) all Contracts under which any Acquired Company has advanced or loaned money to, guaranteed an amount for the benefit of or made an investment in any other Person in excess of $50,000;

(g) all Contracts, promissory notes or indentures relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing an Encumbrance on any asset or group of assets of any Acquired Company in excess of $50,000;

(h) all Contracts regarding any indemnification provided to or by any

Acquired Company;

(i) all Contracts prohibiting any Acquired Company from freely engaging in any business or competing anywhere in the world, granting most favored nation pricing or exclusive rights to a counterparty or requiring it to purchase all or substantially all of its requirements for a product or service from a particular Person;

(j) all Contracts between any Acquired Company, on the one hand, and any Shareholder or its or their Affiliates or employees, on the other hand;

(k) all Contracts that impose material non-disclosure or confidentiality agreements on any Acquired Company;

(l) all Contracts that contain a settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties;

(m) any lease or sublease to which any Acquired Company is a party (whether an Acquired Company is lessor, sublessor, lessee or sublessee), to the extent such lease or sublease is in written form and, in the case of leases to which an Acquired Company is the lessee or sublessee, requires annual lease payments in excess of $50,000;

(n) All Intellectual Property Agreements; and

(o) All IP Assignment Agreements.

3.14.2 True, correct and complete copies of the written Contracts and descriptions of oral Contracts listed on Schedule 3.14.1(a)-(o) have been delivered to Parent. No Acquired Company is in default under any such Contract and no Person who is a party to any such Contract is in default, nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a material default, under any such Contract or any other material obligation owed by any Acquired Company or Affiliate of any Acquired Company and no event has occurred which, with the giving of notice or the passage of time or both, would constitute a material default by any other party to any such Contract.

3.15 Employee Benefit Plans .

3.15.1 Schedule 3.15.1 sets forth a true, correct and complete list of each Employee Benefit Plan of any Acquired Company. With respect to each Employee Benefit Plan set forth on Schedule 3.15.1, the Company has made available to Parent true, correct and complete copies of (a) such Employee Benefit Plan document and any amendments thereto and, with respect to any unwritten Employee Benefit Plan, a written description of the material terms of such Employee Benefit Plan, (b) the most recent summary plan description (if any), (c) the most recent annual report on Form 5500s and all attachments

thereto filed with the Internal Revenue Service with respect to such Employee Benefit Plan (if applicable), (d) the most recent nondiscrimination testing results, if applicable, (e) the most recent determination, advisory, or opinion letter, if any, issued by the Internal Revenue Service with respect to such Employee Benefit Plan, if applicable, and (f) any material correspondence with any Governmental Authority within the past 12 months.

3.15.2 With respect to each Employee Benefit Plan of any Acquired Company:

(a) (i) such Employee Benefit Plan has been maintained, funded, operated, and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, (ii) all contributions and premiums required to be made with respect to such Employee Benefit Plan have been made or, to the extent not yet due, accrued on the Financial Statements and (iii) if such Employee Benefit Plan is intended to be qualified within the meaning of Section 401(a) of the Code, such Employee Benefit Plan has received a favorable determination, advisory or opinion letter as to the form of such Employee Benefit Plan and nothing has occurred that would reasonably be expected to adversely affect the qualified status of such Employee Benefit Plan.

(b) No Employee Benefit Plan is, and no Acquired Company nor any Affiliate of any Acquired Company, and none of their respective ERISA Affiliates sponsors or contributes to, or has, within the past six years, sponsored, contributed to or been required to contribute to, (i) a multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA), any other pension plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code, (ii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or (iii) a voluntary employee’s beneficiary association that is exempt from taxation under Section 501(c)(9) of the Code.

(c) Except as set forth in Schedule 3.15.2(c), no Employee Benefit Plan provides health, life, death or disability benefits to any officer, director or current or former Employee following retirement or other termination of employment, other than as required by Section 4980B of the Code, or similar applicable Law, or for continued coverage through the end of the month in which such retirement or termination occurs.

(d) With respect to the Employee Benefit Plans, no Actions (other than routine claims for benefits in the ordinary course) are pending or, to the Company’s Knowledge, threatened against any Acquired Company. Except as set forth in Schedule 3.15.2(d), the Acquired Companies have, for purposes of each Employee Benefit Plan and for purposes of Tax withholding, correctly classified all individuals performing services for any such entity as employees and independent contractors, as applicable.

(e) With respect to each Employee Benefit Plan, neither the Acquired Companies nor any of their ERISA Affiliates is currently liable for any Tax arising under sections 4971, 4972, 4975, 4979, 4980 or 4980B of the Code, and no fact or event exists that would give rise to any such Tax liability. No Company has any obligation or commitment to “gross up” any Person with respect to Taxes under Section 409A or 4999 of the Code.

(f) Neither the Acquired Companies nor any of their ERISA Affiliates is under any obligation (express or implied) to modify any Employee Benefit Plan, or to establish any new Employee Benefit Plan for the benefit of the current or former Employees. Each Employee

Benefit Plan has expressly reserved to the applicable Acquired Company the right to amend, modify or terminate each Employee Benefit Plan, or any portion of any Employee Benefit Plan, without liability to any Acquired Company.

(g) Except as set forth in Schedule 3.15.2(g), neither the Company’s execution of, nor the performance of the transactions contemplated by, this Agreement will, either alone or in connection with any other event, (i) result in any payment, severance or benefit becoming due to any Employee, director, officer or independent contractor of any Acquired Company, (ii) increase the amount of any compensation, severance, or benefits payable under any Employee Benefit Plan, (iii) result in the acceleration of the time of payment, funding, or vesting of any compensation, severance, or benefit due to any current or former Employee, director, officer or independent contractor of any Acquired Company, or (iv) subject any Employee, director, officer or other service provider of any Acquired Company to any Liability for Tax under Section 4999 of the Code or cause the loss of a deduction to any Acquired Company under Section 280G of the Code.

(h) Each Employee Benefit Plan that is a nonqualified deferred compensation plan (as defined in Section 409A(d)(1) of the Code) has been maintained in all material respects in documentary and operational compliance with Section 409A of the Code or an available exemption therefrom, and no participant has incurred or would reasonably be expected to incur income acceleration or Taxes under Section 409A of the Code with respect to any payment to be made under any such Employee Benefit Plan.

3.16 Employment Matters .

3.16.1 No Acquired Company is a party to any collective bargaining agreement, work council agreement, trade union agreement, or other similar agreement for the representation of Employees and there is no labor union or other organizations representing any Employees. There has not been, there is not presently pending or existing, and to the Company’s Knowledge, there is not currently any threatened, labor strike, slowdown, work stoppage, picketing or other labor disruption pending with respect to any Employees. No union or labor representative organizing activities are taking place or have taken place with respect to any Employee in the three years prior to Closing at any of the locations operated by the Company. No petition for representation concerning Employees has been filed with the National Labor Relations Board or any other Governmental Authority seeking certification as the collective bargaining representative of any Employee.

3.16.2 To the extent permitted by Law, Schedule 3.16.2 sets forth a true, correct and complete list of all Persons who are employed by the Acquired Companies as of the date hereof. Schedule 3.16.2 correctly states, as of the date hereof, with respect to each Person identified on such schedule, such Person’s title and job function, location, employing entity, current annual rate of compensation or hourly wage, current target bonus opportunity, other material compensation arrangements, employee loans, employee status (full-time or part-time, temporary, exempt or non-exempt, and active or on leave or disability), accrued vacation and service credited for purposes of vesting an eligibility to participate in Employee Benefit Plans, date of hire, identification of any Contract for employment or offer letter and the date of such Person’s most recent wage change and the dollar amount of such wage change. No Key Employee (a) will terminate his or her employment as a result of or in connection with the consummation of the transactions contemplated by this Agreement or otherwise, or (b) has notified any Acquired Company or their officers of such Person’s intention to terminate, nor given any Acquired Company or their officers any express indication that such Person will terminate such employment before or after the Closing.

3.16.3 Except as set forth on Schedule 3.16.2, no Acquired Company has entered into any employment agreement with any Employee, and all Employees may be terminated at will. Except as set forth on Schedule 3.16.2, there is no contractual obligation or special termination or severance arrangement in respect of any of the Employees (including former Employees) and there is no provision of any agreement or arrangement with any of the Employees, or any other legal or contractual requirement, which would obligate any Acquired Company to employ any of the Employees (or any time in the two years prior to the Closing Date was a party, had an obligation or other arrangement with respect to, or was bound by). The Company has provided Parent with true, correct and complete copies of each such employment agreement (or a complete written description thereof if the employee arrangement is not set forth in writing). All Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified.

3.16.4 Each Acquired Company has paid in full, and will, as of and through the Closing Date, pay in full all wages, bonuses, commissions and other benefits and sums due in accordance with its regular payroll practices (and all required Taxes, insurance, social security and withholding thereon), including all accrued vacation, accrued sick leave, accrued benefits and accrued payments (and pro rata accruals for a portion of a year) to its Employees and former Employees due and owing in accordance with its regular payroll practices. Each Acquired Company has maintained in effect all insurance policies and other employee benefits covering any employee claims incurred through and including the Closing Date. The Acquired Companies have, for purposes of each Employee Benefit Plan and for purposes of Tax withholding, correctly classified all individuals performing services for any such entity as employees and independent contractors, as applicable.

3.16.5 To the extent permitted by Law, Schedule 3.16.5 sets forth a true, correct and complete list of all Persons who have been engaged by the Acquired Companies as an independent contractor and consultant at any time during the 12 months prior to Closing, including a description of the services provided and the most recent rate of compensation payable to such Person. The Company has provided Parent with true, correct and complete copies of each such consulting or independent contractor agreement (or a complete written description thereof if the consulting or independent contractor arrangement is not set forth in writing). All independent contractors and consultants are properly classified. The Acquired Companies have no Liability, whether absolute or contingent, direct or indirect, including for the purposes of Tax withholding Laws or any under any Employee Benefit Plan, with respect to any misclassification of a Person as an independent contractor rather than as an employee or with respect to any employees “leased” from another entity. No Person who is not an Employee has made or, to the Company’s Knowledge, threatened any claim that such Person is or should be classified as an Employee of an Acquired Company under applicable Law, and there is no basis for any Liability of any Acquired Company arising from the classification of a natural person as an independent contractor or other non-employee status.

3.16.6 Schedule 3.16.6 sets forth a true and complete list of all open, unresolved, reserved for, and incurred but not yet reported workers compensation claims, and other claims arising out of injuries or occupational safety matters involving Employees or sustained by Employees, along with the nature of the claim, date of injury, date of claim, amount paid or claimed to date and amount reserved for, arising or with a date of occurrence on or before the last day of employment of such Employee. Each Acquired Company has been in compliance in all material respects with all filing requirements with appropriate workers’ compensation or other Governmental Authorities on all claims arising out of injuries or occupational safety matters based on an injury or event occurring on or prior to Closing.

3.16.7 Each Acquired Company is and has been in compliance in all material respects with all applicable Laws and its own policies and handbooks relating to labor and employment matters, including but not limited to those relating to employment, wages and hours, immigration, plant closings

and layoffs under the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and other similar applicable Laws, unemployment insurance, workers’ compensation, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards wages and hours (including but not limited to overtime, timely payment of wages, minimum wage and meal and rest break requirements), affirmative action, civil rights, background checks, hiring practices, and occupational health and safety (including the federal Occupational Safety and Health Act, and any applicable Law concerning health and safety issues related to COVID-19 and COVID-19 Measures), terms and conditions of employment, sick leave (including under any COVID-19 Measures), employee benefits, data privacy, the payment of social security and similar Taxes, income Tax withholding and privacy rights of Employees. There are no Actions pending, or to the Company’s Knowledge, threatened against any Acquired Company by or on behalf of any Employee or former Employee related to any labor or employment matter. Neither the Acquired Companies nor any predecessor to the Acquired Companies, has taken any action that constitutes a “mass layoff,” “mass termination,” or “plant closing” within the meaning of the WARN Act or similar state, local, or foreign Laws, affecting any site of employment or one or more facilities of any of the Acquired Companies.

3.16.8 The Company has delivered to Parent true, correct and complete copies of forms of the non-competition and non-solicitation Contracts entered into between any Acquired Companies and any current or former Employee. No Acquired Company has sought to enforce any noncompetition or nonsolicitation Contract covering any former Employee.

3.16.9 All Employees have properly completed Form I-9 which are on file with the Company for each such Person. Each Acquired Company have complied with the U.S. Immigration and Nationality Act, as amended from time to time, and the rules and regulations promulgated thereunder in all material respects, and with all and there is no basis for any claim that the Company is not in compliance with the terms thereof. No Acquired Company has received notice or other communication from any Governmental Authority regarding any unresolved violation or alleged violation of any applicable Law relating to the hiring, recruiting, employing of (or continuing to employ) anyone who is not legally authorized to work in the United States. The Company has provided Parent with true, correct and complete copies of all Form I-9s with respect to the Employees.

3.16.10 To the extent the Company is aware of any employees who have tested positive for, or have had suspected cases of, COVID-19, the Acquired Companies have taken reasonable precautions with respect to such individuals in line in all material respects with guidance issued by any applicable Governmental Authority. The applicable Acquired Company has also documented any such diagnosis to the extent required by the Occupational Safety and Health Administration or any applicable local Governmental Authority.

3.17 Tax Matters . (a) All Tax Returns that are required to be filed on or before the Closing Date by the Acquired Companies have been or will be duly and timely filed, taking into account all permitted extensions, (b) all such Tax Returns are true, correct and complete in all material respects, (c) all Taxes due and owing by any Acquired Company (whether or not shown on any Tax Return) have been paid in full, (d) no Acquired Company has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency, (e) there are no pending or active audits or Actions involving Tax matters or, to the Company’s Knowledge, threatened audits or proposed deficiencies or other Actions for unpaid Taxes of any Acquired Company, (f) there are no Encumbrances for Taxes on any of the assets or properties of the Acquired Companies or affecting the Business, other than Encumbrances for Taxes that are not yet due and payable, (g) no Acquired Company has Liability for the Taxes of any Person (other than the Acquired Companies) as a result of successor liability, transferee liability, or joint or several liability, under Treasury Regulation Section §1.1502-6 (or any similar provision

of state, local, or non-U.S. laws), or otherwise, and (h) the Company has at all times been a C corporation for federal income tax purposes.

3.18 Insurance .

3.18.1 Schedule 3.18 contains a true, correct and complete list of all certificates, binders and policies of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, any Acquired Company. For each such certificate of insurance, binder and policy so listed, Schedule 3.18 also sets forth: (a) all applicable binder or policy numbers, (b) the name and address of the insurance carrier, (c) the identity of the names insured, (d) the annual premium and the policy or binder period, and (e) the coverable liability limits (including any deductible or retention, if any). The Company has delivered to Parent true, correct and complete copies of such insurance policies. The historical insurance programs of the Acquired Companies are commercially reasonable and there are no historical gaps in coverage. Except as set forth in Schedule 3.18, (i) no Acquired Company has received any notice from any insurer under any such insurance policies, canceling or materially adversely amending any such policy or denying renewal of coverage thereunder and (ii) all premiums on such insurance policies due and payable have been paid in full.

3.18.2 There are no outstanding claims which have been denied or disputed by the insurer. The Acquired Companies maintain, and at all times during the past three years have maintained, in full force and effect, certificates of insurance, binders and policies of such types and in such amounts and for such risks, casualties and contingencies as is reasonably adequate to insure the Acquired Companies against insurable losses, damages, claims and risks to or in connection with or relating to the its Business, properties, assets and operations. The Acquired Companies have never maintained, established, sponsored, participated in or contributed to any self-insurance program, retrospective premium program or captive insurance program.

3.19 Bank Accounts . Schedule 3.19 contains a list showing: (a) the name of each bank, safe deposit company or other financial institution in which the Acquired Companies has an account, lock box or safe deposit box, including the name and address of the such financial institution and the complete account number, (b) the names of all Persons authorized to draw thereon or to have access thereto, (c) all instruments or agreements to which any Acquired Company is a party as an endorser, surety or guarantor, other than checks endorsed for collection or deposit in the Ordinary Course of Business, and (d) all instruments or agreements to which any Acquired Company is a party as an endorser, surety or guarantor, other than checks endorsed for collection or deposit in the Ordinary Course of Business.

3.20 No Material Changes . Since April 1, 2019, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the businesses of the Acquired Companies have been conducted in the Ordinary Course of Business and there has not been or occurred (a) any event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (b) any event, condition, action, or effect that, if taken during the period from the date hereof through the Closing Date, would constitute a breach of Section 6.1.

3.21 Real Property .

3.21.1 No Acquired Company or any Subsidiary now owns or has ever owned any interest in Real Property.

3.21.2 Schedule 3.21.2 sets forth the complete and accurate list of, legal description for and address of all Real Property leased or subleased by any Acquired Company or any Subsidiary or that

any Acquired Company or any Subsidiary uses or occupies as of the date hereof (the Real Property Interests listed or required to be listed on Schedule 3.21.2, the “Leased Real Property”) and any other leases, subleases, occupancy agreements, licenses, options, rights, concessions or other agreements or arrangements with respect to the real property associated therewith (each a “Lease” and collectively, the “Leases”). Complete copies of the Leases (including any amendments, supplements and any other modifications thereto) have been made available to in the data room. There are no Contracts, contingent or fixed, obligating any Acquired Company or Subsidiary to enter into any lease or sublease or acquire any interest in any Real Property.

3.21.3 With respect to all Real Property that has been leased or subleased by any Acquired Company at any time, or that any Acquired Company has used or occupied at any time prior to the date hereof (including those set forth on Schedule 3.21.2), there has never been: (a) to the Company’s Knowledge, a violation of building codes and/or zoning ordinances or other Laws affecting such Real Property, (b) a condemnation proceeding, or threatened condemnation proceeding, affecting such Real Property, (c) any conditional or unconditional right or option for any Acquired Company, Subsidiary or any other Person or entity to purchase all or any portion of any Real Property, (d) a default by any Acquired Company under any Contract affecting such Real Property, or (e) a dispute between any Acquired Company and another Person claiming an interest in such Real Property, including any landlord, nor are there any facts of which the Company is aware that could reasonably be expected to result in a dispute between any Acquired Company and another Person claiming an interest in such Real Property, including any landlord.

3.21.4 Each of the Leases which are set forth on Schedule 3.21.2 constitute the legal, valid, binding and enforceable obligation of the applicable Acquired Company and is in full force and effect in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally or general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The applicable Acquired Company has good and valid leasehold title to all of the Leased Real Property listed on Schedule 3.21.2, free and clear of all Encumbrances. There is not any current sublease or assignment entered into by any Acquired Company in respect of any Leased Real Property or any portion thereof. No event has occurred and no circumstances exist that, with the delivery of notice, the passage of time or both, could constitute a material breach or material default, or permit the termination or modification of, or acceleration of rent under, any Lease. No Acquired Company has received notice of any claim by any Person under any such Lease alleging that a Acquired Company has committed a breach of any such Lease, and has not provided or received any written notice of any intention to terminate or otherwise enforce default remedies under any such Lease. No event has occurred and to the Company’s Knowledge, no circumstances exist that, with the delivery of notice, the passage of time or both, could constitute a material breach or material default, or permit the termination or modification of, or acceleration of rent under, any Lease. No Acquired Company has received notice of any claim by any Person under any such Lease alleging that any Acquired Company has committed a breach of any such Lease, and no Acquired Company has provided or received any notice of any intention to terminate any such Lease.

3.21.5 The Leased Real Property constitutes all of the real property rights currently owned and leased or occupied, in connection with the ownership, operation and conduct of the Business.

3.21.6 The buildings and improvements on the Real Property (i) are in good operating condition, except for ordinary wear and tear and ordinary and routine repairs and maintenance requirements, and comply in all material respects with all applicable Laws and (ii) have not suffered any material damage by fire or other casualty which has not heretofore been repaired and restored in all material respects.

3.21.7 Except as set forth in Schedule 3.21.7, there are no condemnation, expropriation or other proceedings with eminent domain pending or, to the Knowledge of each Acquired Company, threatened, with respect to any Real Property Interest.

3.21.8 No Acquired Company has any existing defenses or offsets, or claims or any basis of a claim against the any landlord under any Lease. All rent under each Lease (including, without limitation, recurring additional rent for taxes and operating expenses, if applicable) has been fully paid through the most recent date on which a payment thereunder was due. Except for any third party consents and/or filings that have already been made or obtained, the transactions contemplated by this Agreement do not require the consent of any other third parties with respect to any Lease, will not result in a breach or default under any Lease and will not otherwise cause any Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full. Except as set forth on Schedule 3.21.8, no Acquired Company owes, or will in the future, owe any brokerage commissions or finder’s fees with respect to any Lease, and no party to any Lease is an Affiliate of, or otherwise has any economic interest in, any Acquired Company. No Acquired Company has collaterally assigned or granted any Encumbrance in any Lease (or any interest therein).

3.22 Environmental .

3.22.1 To the Knowledge of the Company, the use and operation of all Real Property that is or has been leased or subleased by any Acquired Company, or that any Acquired Company has used or occupied, at any time prior to the date hereof is and has been in compliance at all times in all material respects with all applicable Environmental Laws and Environmental Permits. All Environmental Permits required for the ownership, use and operation of such Real Property are in full force and effect during the Company’s ownership, lease, sublease, use and operation of Real Property. There have been, and are no pending or to the Company’s Knowledge, threatened, Actions relating to an actual or alleged violation of Environmental Laws, any remediation obligations pursuant to Environmental Laws, any Environmental Permits (or the failure to have an Environmental Permit), personal injury or property damage claims relating to a release or threatened release of Hazardous Materials, or response, removal or remedial costs pursuant to CERCLA or any similar state law, in each case on or with respect to any Acquired Company’s properties and assets (including any Real Property). Neither any Acquired Company nor, to the Knowledge of the Company, any Real Property leased, subleased, used or occupied by any Acquired Company has been subject to any compliance order, schedule, decree or agreement, any consent decree, order or agreement, or corrective action decree, order or agreement issued or entered into as a result of a violation or an alleged violation of any Environmental Law.

3.22.2 To the Knowledge of the Company, there are no and have been no Hazardous Materials that have been disposed of or released in violation of Environmental Laws on, in, from or under any Acquired Company’s properties and assets (including any Real Property), or with respect to the operations of the Business, that have resulted in or could reasonably be expected to result in a violation of any Environmental Law, any claim of exposure to or damage from any Hazardous Material, or in a liability under Environmental Law to perform any remediation, removal, response, restoration, abatement, investigation or monitoring.

3.22.3 No Acquired Company is a party to any Contract pursuant to which it is obligated to indemnify any other Person with respect to, or be responsible for any claims or violations, obligations or liabilities pursuant to, or in violation of, any Environmental Law.

3.22.4 True, correct and complete copies of all environmental assessments, audit reports and similar studies or analyses, and correspondence with any Governmental Authority relating to any Real Property that is or has been leased or subleased by any Acquired Company or that any Acquired Company have used or occupied, at any time prior to the date hereof (including those set forth on Schedule 3.21.2), that are in the possession of any Acquired Company have been delivered to Parent. Schedule 3.22.4 sets forth a list of all such assessments, audit reports and similar studies or analyses and correspondence.

3.22.5 The Company acknowledges and agrees that prior to the Closing Date, neither Parent, Merger Sub nor any Affiliate of Parent or Merger Sub: (a) has ever been in control of any Acquired Company or any Affiliate of any Acquired Company, any Acquired Company’s properties or assets, any Real Property that at any time has been leased, subleased, used or occupied by any Acquired Company or the Business, or the operations or activities related to the Business, or any Acquired Company’s affairs or the affairs of any Affiliate of any Acquired Company, and (b) has the capacity through the provisions of this Agreement or any other document contemplated hereunder or otherwise to influence the any Acquired Company’s conduct, or the conduct of or any Affiliate of any Acquired Company, with respect to the ownership, operation or management of the any Acquired Companies’ properties and assets (including any Real Property), or the operations or activities related to the Business, or the affairs of any Acquired Company or of any Affiliate of any Acquired Company, or compliance (or not) with Environmental Laws or Environmental Permits.

3.23 Intellectual Property .

3.23.1 Schedule 3.23.1 contains a correct, current and complete list of: (a) all Intellectual Property Registrations of the Acquired Companies, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue, registration or filing date; the current status, and any fee payments, responses to office actions, declarations, or other deadlines required to maintain such Intellectual Property Registrations expiring within 90 days of the date hereof, (b) all unregistered Trademarks included in the Intellectual Property Assets, (c) all proprietary Software included in the Intellectual Property Assets, and (d) all other Intellectual Property Assets that are used or held for use in the conduct of the Business as currently conducted; in each case with an indication of the Person owning each of the listed items. All required filings and fees related to the Intellectual Property Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Intellectual Property Registrations are otherwise in good standing. The Company has provided Parent with true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Intellectual Property Registrations. All Domain Names used by any Acquired Company are registered in the name of an Acquired Company.

3.23.2 Schedule 3.23.2 contains a correct, current and complete list of all Intellectual Property Agreements, specifying for each the date, title and parties thereto. The Company has provided Parent with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Intellectual Property Agreement is valid and binding on the applicable Acquired Company and, to the Company’s Knowledge, all other parties thereto, in accordance with its terms and is in full force and effect. Neither the applicable Acquired Company nor any other party thereto is or is alleged to be in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Intellectual Property Agreement. Except with respect to the Intellectual Property Agreements, no Acquired Company is obligated to make any payments by way of royalties, fees, or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property.

3.23.3 Except as set forth on Schedule 3.23.1 and Schedule 3.23.2 and Schedule 3.23.3, the Acquired Companies do not use any Intellectual Property in the conduct of the Business and there is no other Intellectual Property necessary for the operation of the Business as presently conducted or contemplated to be conducted. No Governmental Authority has refused or rejected any Trademark or other Intellectual Property Registration filed by or on behalf of any Acquired Company. The Company is not aware of any other Person’s prior rights in or to any Trademark or other Intellectual Property included in the Intellectual Property Assets. To the Knowledge of the Company, the Trademarks included in the Intellectual Property Assets are available for use and registration for the Business in all jurisdictions in which any Acquired Company operates.

3.23.4 The Acquired Companies are the sole and exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record, owner of all right, title and interest in and to the Intellectual Property Assets, and have the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the Business as currently conducted, in each case, free and clear of any Encumbrances. Each Acquired Companies has entered into binding, valid and enforceable written Contracts with each current and former member, employee and independent contractor who is or was involved in or has contributed to the invention, creation, or development of any Intellectual Property during the course of association, employment or engagement with such Acquired Company (each, an “IP Assignment Agreement”) whereby such member, employee or independent contractor (a) acknowledges such Acquired Company’s exclusive ownership of all Intellectual Property invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with such Acquired Company, (b) grants to such Acquired Company a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property, and (c) irrevocably waives any right or interest, including any moral rights, regarding such Intellectual Property, to the extent permitted by applicable Law. No current or former member, employee or independent contractor of an Acquired Company has ever excluded any Intellectual Property from any IP Assignment Agreement executed by such Person in connection with such Person’s association, employment or engagement with such Acquired Company. No member, employee or independent contractor of an Acquired Company (i) has any right, license, and claim or interest whatsoever in or with respect to any Intellectual Property Assets, or (ii) is in violation of any IP Assignment Agreement.

3.23.5 Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, with or without notice or lapse of time, will result in the loss or impairment of, a license, Encumbrance or other limitation on, or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, the Acquired Companies’ right to own or use any Intellectual Property Assets or any Intellectual Property subject to any Intellectual Property Agreement.

3.23.6 All of the Intellectual Property Assets are valid and enforceable, and all Intellectual Property Registrations are subsisting and in full force and effect. Each Acquired Company has taken all reasonable and necessary steps in accordance with prevailing industry standards and applicable Law to maintain and enforce the Intellectual Property Assets and to preserve the confidentiality of all Trade Secrets included in the Intellectual Property Assets, including by requiring all Persons having access thereto to execute binding, written non-disclosure agreements. To the Company’s Knowledge, no such information has been disclosed or otherwise accessed by any unauthorized Person or used in any unauthorized manner.

3.23.7 The use of the Intellectual Property Assets and the Intellectual Property licensed under the Intellectual Property Agreements in connection therewith, and the products, processes, and services of the Business have not infringed, misappropriated, or otherwise violated, and do not infringe, misappropriate, or otherwise violate the Intellectual Property rights of any Person. To the Company’s

Knowledge, no Person has infringed, misappropriated, or otherwise violated, or is infringing, misappropriating, or otherwise violating, any Intellectual Property Assets or the Intellectual Property licensed under the Intellectual Property Agreements. No Acquired Company has agreed to indemnify, defend or otherwise hold harmless any other Person with respect to any Intellectual Property infringement, misappropriation, or similar claim, except under Contracts identified in Schedule 3.23.7.

3.23.8 There are no Actions (including any opposition, cancellation, revocation, review, or other proceeding) settled, pending or, to the Company’s Knowledge, threatened (including in the form of offers to obtain a license): (a) alleging any infringement, misappropriation, or other violation of the Intellectual Property of any Person by any Acquired Company, (b) challenging the validity, enforceability, scope, registrability, patentability, or ownership of any Intellectual Property Assets, or (c) by any Acquired Company or any other Person alleging any infringement, misappropriation, or violation by any Person of any Intellectual Property Assets. The Company is not aware of any facts or circumstances that could reasonably be expected to give rise to any such Action. No Acquired Company is subject to any outstanding or prospective governmental order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use of any Intellectual Property Assets.

3.23.9 The Acquired Companies’ IT Assets are sufficient to meet the current needs of the Business and the IT Assets are in sufficiently good working condition to perform all reasonably anticipated information technology operations, and include sufficient licensed capacity as necessary for the operation of the Business as currently conducted. The Acquired Companies have taken commercially reasonable measures to implement disaster recovery and security plans, procedures and facilities and have taken reasonable steps consistent with or exceeding industry standards for the Acquired Companies’ field of business to safeguard the availability, security and integrity of the IT Assets and all data and information stored thereon, including from unauthorized access and code such as from material bugs, errors, viruses, disabling codes, spyware, Trojan horses, worms or other malicious code intended to cause any unauthorized disrupting or disabling of the operation of, or provision of unauthorized access to, a computer system or network or other device on which such code is stored or installed. There has been no failure, breakdown, performance reduction or other adverse event affecting any IT Assets that has caused any material disruption to the operation of the Business.

3.24 Licenses and Permits . Each Acquired Company holds all Licenses and Permits which are required for such Acquired Company to own, lease and operate its properties and assets and to carry on their respective businesses, and all Licenses and Permits are valid and in full force and effect. Except as set forth on Schedule 3.24, the Acquired Companies have been at all times in compliance with the terms of the Licenses and Permits in all material respects, and no Acquired Company has received any written notification from any Governmental Authority asserting an Acquired Company is not in compliance with a License and Permit or revoking or threatening to revoke any License and Permit nor, to the Knowledge of the Company, does any basis exist therefor. The Licenses and Permits issued to any Acquired Company related to the cultivation, development, possession, distribution or sale of cannabis or its derived products are set forth on Schedule 3.24 (“Marijuana Licenses”). The Company has delivered true, correct and complete copies of the Marijuana Licenses to Parent. No Acquired Company is or has been subject to any Final Order.

3.25 Brokerage Fees . Neither the Acquired Companies nor any Affiliate of the Acquired Companies has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement or any other Transaction Document for which Parent, Merger Sub or the Surviving Corporation shall incur any liability, whether directly or indirectly.

3.26 Forgiven PPP Loans. The Company has maintained records associated with the Forgiven PPP Loans in material compliance with all Laws and regulations related to the CARES Act and all conditions and related guidance available as of the date hereof. The Company has utilized all amounts of the Forgiven PPP Loans in accordance with the applicable Laws and regulations. All information submitted to the PPP Lender by the Company in connection with the Company’s application for the Forgiven PPP Loans and its application for forgiveness, and any required supporting documentation, was true and correct in all material respects as of the date such information was provided to the PPP Lender. The Company has delivered to Parent true, correct and complete copies of its applications for forgiveness of the Forgiven PPP Loans (if any) and all material correspondence or communication from the PPP Lender or SBA with respect to the Forgiven PPPs Loan or its applications for forgiveness (if any). Except for the Forgiven PPP Loans, the Company has not applied for, received, claimed or invoked any tax deferral, tax credit, loan, grant or other benefit made available under the CARES Act, including but not limited to any other loan under the Paycheck Protection Program, any Economic Injury Disaster Loan or any Economic Injury Disaster Loan Emergency Advance. In no event shall Parent have any liability in respect of the Forgiven PPP Loans. The Merger complies in all respects with the SBA Procedural Notice.

3.27 No Other Representations or Warranties . Except as provided in this Article 3, neither the Company nor any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members, managers or representatives has made, or is making, any representation or warranty whatsoever to Parent or Merger Sub or their Affiliates, or its or their directors, officers, employees, stockholders, partners, members, managers or representatives.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub hereby jointly and severally represent and warrant to the Shareholders as of the date hereof and the Closing Date follows:

4.1 Organization . Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Vermont, and has all corporate power and authority to own or lease its assets and to operate and carry on its business as it is now being conducted. Merger Sub is a wholly owned subsidiary of Parent and has no operations or assets. Parent is a corporation duly organized, validly existing and in good standing under the federal laws of Canada, and has all corporate power and authority to own or lease its assets and to operate and carry on its business as it is now being conducted.

4.2 Authority and Enforceability . Each of Parent and Merger Sub has full corporate or organizational power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which Parent or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Parent or Merger Sub, as applicable, including all board of directors and other required approvals, authorizations and ratifications, necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been taken. This Agreement and the other Transaction Documents to which Parent or Merger Sub is a party are legal, valid and binding obligations of Parent or Merger Sub, as applicable, and are enforceable against them in accordance with their respective terms, subject to applicable Laws relating to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and to general principles of equity.

4.3 No Conflict or Violation . Neither the execution and delivery of the Transaction Documents to which any of Parent or Merger Sub is a party, nor the consummation of the transactions and performance of the terms and conditions contemplated hereby or thereby, nor compliance with any of the terms and conditions hereof or thereof, will (a) conflict with or result in a violation or breach of or default pursuant to any provision of the Organizational Documents of Parent or Merger Sub, (b) conflict with or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default pursuant to (or give rise to any Encumbrance or right of termination, cancellation, payment, guaranty or acceleration under) any Contract or other instrument or obligation to which Parent or Merger Sub is a party, (c) violate or conflict with any Law applicable to any of Parent or Merger Sub, or (d) require any filing with, or the obtaining of any authorization of, or notification to, any Governmental Authority that has not been made or obtained. Each of Parent and Merger Sub has the required capacity to perform its obligations under this Agreement and each other Transaction Document to which it is a party, and the transactions contemplated hereby and thereby are not the subject of any contingency or condition not specifically set forth in this Agreement.

4.4 Consents . No consent of any third Person that has not been obtained is required in connection with this Agreement or any other Transaction Document, or the consummation of the transactions contemplated herby and thereby, or the performance of Parent or Merger Sub’s obligations and duties hereunder and thereunder.

4.5 Brokerage Fees . Neither Parent nor Merger Sub has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement or any other Transaction Document for which the Company or any Shareholder shall incur any liability, whether directly or indirectly.

4.6 Tax Matters . Parent is treated as a “domestic corporation” for U.S. federal income tax purposes. Parent Restricted Stock constitutes voting stock within the meaning of Section 368(a) of the Code. Parent has no plans to liquidate the Surviving Corporation after the Merger.

4.7 Legal Proceedings . There are no actions, suits, claims, investigations or other legal proceedings pending or, to Parent’s or Merger Sub’s knowledge, threatened against or by Parent, Merger Sub or any of their respective Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

4.8 Sufficiency of Funds . Parent has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Estimated Cash Consideration and consummate the transactions contemplated by this Agreement.

4.9 Independent Investigation . Parent and Merger Sub have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Acquired Companies, and each acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, each of Parent and Merger Sub has relied solely upon its own investigation and the express representations and warranties of the Company set forth in Article 3 of this Agreement (including the related portions of the Disclosure Schedules); and (b) neither the Company nor any other Person has made any representation or warranty as to the Company, this Agreement or any of the Ancillary Documents, except as expressly set forth in Article 3 of this Agreement (including the related portions of the Disclosure Schedules).

4.10 No Other Representations . Except as provided in this Article 4 and in Article 5, neither of Parent or Merger Sub nor any of its or their Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members, managers or representatives has made, or is making, any representation or warranty whatsoever to the Company, any Shareholder or their Affiliates, or its or their directors, officers, employees, stockholders, partners, members, managers or representatives.

ARTICLE 5 SECURITIES REPRESENTATIONS OF PARENT

Parent hereby represents and warrants to the Shareholders as of the Closing Date as follows:

5.1 Fully Paid . The shares of Parent Restricted Stock constituting Merger Consideration have been duly authorized, and when issued in accordance with the terms of this Agreement, will be validly issued and outstanding as fully paid and non-assessable, and free and clear of any Encumbrances, and not subject to preemptive or other similar rights of the shareholders of Parent.

5.2 Parent Filings .

5.2.1 Parent will make or obtain, as applicable, at or prior to the Closing Date, all consents, approvals, permits, authorizations and filings as may be required by Parent for the consummation of the transactions contemplated herein, including, but not limited to, under applicable securities Laws and any approvals required by the Canadian Securities Exchange, but excepting any customary post-closing filings required to be submitted within the applicable time frame pursuant to applicable securities Laws and the rules and policies of the Canadian Securities Exchange.

5.2.2 Parent is a “reporting issuer” as that term is defined under applicable Canadian securities Laws in each of the provinces and territories of Canada. Parent is in compliance in all material respects with its continuous obligations under applicable securities Laws and, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, properties, affairs, prospects, liabilities, obligations (contingent or otherwise), business, condition (financial or otherwise), results of operations or capital of Parent or any Subsidiary which has not been publicly disclosed. None of the Public Disclosure Documents (defined below), as of their respective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and Parent has not filed any confidential material change reports which remain confidential as at the date hereof. “Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of Parent prior to the Closing Date with the relevant Canadian securities regulators and pursuant to applicable Canadian securities Laws , including all documents filed on the Parent’s profile on SEDAR. Parent has not taken any action to cease to be a reporting issuer in any jurisdiction nor has Parent received written notification from any Governmental Authority seeking to revoke the reporting issuer status of Parent. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of any kind or type of Parent that may prevent or restrict trading is pending, in effect, has been threatened in writing or, to the knowledge of Parent, is expected to be implemented or undertaken.

5.3 Resale Restrictions. The shares of Parent Restricted Stock constituting Merger Consideration to be issued in connection with the Transactions contemplated herein will not be subject to any statutory hold or restricted period under the securities legislation of any province or territory of Canada and, subject to restrictions contained in Section 2.6(3) of National Instrument 45-102 – Resale of Securities

of the Canadian Securities Administrators and the Lockup Agreement, will be freely tradable within Canada by the holders thereof.

5.4 Foreign Private Issuer . Parent is a “foreign private issuer” (as defined in Rule 405 under the Securities Act).

5.5 Inspection; No Other Representations . Each of Parent and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

ARTICLE 6 COVENANTS

6.1 Conduct of the Business Prior to the Closing . From the date hereof through the Closing, the Company shall and shall cause each other Acquired Company to: (a) operate its business in the Ordinary Course of Business, (b) pay all accounts payable as such amounts become due in the Ordinary Course of Business, (c) preserve and protect its business organization, (d) preserve and protect employment relationships, and relationships with material customers, strategic partners, suppliers, distributors, landlords and others having dealings with it in the Ordinary Course of Business, (e) maintain its assets, properties, books of account and records in the Ordinary Course of Business, (f) maintain all assets and properties used in its business in their present condition, except for ordinary wear and tear and damage by unavoidable casualty, (g) keep in full force and effect insurance comparable in amount and scope of coverage to insurance carried with respect to its business as of the date hereof, (h) comply in all material respects with all Licenses and Permits and all applicable Laws and strictly comply with the Marijuana Licenses, (i) perform in all material respects all obligations of the Acquired Companies under Contracts relating to or affecting its business so as to prevent any default thereunder, (j) maintain its books and records in the Ordinary Course of Business, (k) use commercially reasonable efforts to preserve the goodwill and ongoing operations of its business, (l) promptly and diligently put into effect and enforce COVID-19 Measures that are required by Law or that would reasonably constitute best practices in the industry in which the Acquired Companies conduct business, and (m) not take any action or fail to take any action that would result in any of the conditions set forth in Section 7.2 not being satisfied or that would otherwise be reasonably expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company shall not, and shall cause each other Acquired Company not to:

6.1.1 issue, sell, pledge, dispose of, encumber or transfer or authorize or propose the issuance, sale, pledge, disposition, encumbrance or transfer of any Capital Stock of any Acquired Company or any other securities in respect of, in lieu of, or in substitution for Capital Stock of any Acquired Company outstanding on the date hereof;

6.1.2 change or amend the Organizational Documents of any Acquired Company or waive any material provision thereof, or reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any equity securities of any Acquired Company;

6.1.3 enter into, amend, restate, modify, terminate (excluding any expiration in accordance with its terms), waive any material provision in, or release or assign any material rights under, - any Contract listed or required to be listed on Schedule 3.14.1(a) (o);

6.1.4 become legally committed to make any capital expenditures in excess of $50,000, in the aggregate, other than capital expenditures made using the proceeds of the Promissory Note;

6.1.5 grant or allow any Encumbrance on any properties or assets used in the Business;

6.1.6 sell, assign, transfer, convey, lease or otherwise dispose of any properties or assets used in the Business, including, but not limited to, any interest in any Real Property, other than in the Ordinary Course of Business;

6.1.7 license, cause to lapse, or abandon any Intellectual Property Assets;

6.1.8 make any material changes or modifications to any insurance policies required to be listed on Schedule 3.18;

6.1.9 except as required by Law or pursuant to existing Employee Benefit Plans or Contracts, (a) other than in the Ordinary Course of Business, increase or accelerate the compensation or fees payable to or terminate from employment any Key Employee, (b) other than in the Ordinary Course of Business, hire or terminate the employment or engagement of any Employee or independent contractor who receives, or in the current calendar year is likely to receive, total compensation in excess of $80,000 (other than termination for cause), (c) adopt, enter into, terminate or materially amend any Employee Benefit Plan (or plan or arrangement that would be an Employee Benefit Plan if in effect on the date hereof), (d) enter into, terminate or amend any collective bargaining agreement, works council agreement, or other agreement for the labor representation of Employees or (e) pay or agree to pay any Employee or independent contractor any change of control or similar transaction bonuses in connection with the transactions contemplated herein;

6.1.10 acquire by merger or consolidation with, or merge or consolidate with, or purchase all or substantially all of the assets of, any Person or division thereof in a single transaction or a series of related transactions;

6.1.11 incur any Indebtedness (other than Transaction Expenses that are paid prior to Closing), except that incurred in the Ordinary Course of Business and up to $250,000 of convertible debt from Creso;

6.1.12 make any loans or advances of money to any Person, except for advances to Employees for expenses incurred in the Ordinary Course of Business; or

6.1.13 change or modify in any material respect any Company’s ordinary course credit, collection or payment policies, procedures or practices, including acceleration of billing, invoicing or collections of amounts due or to become due from any customer, fail to pay or delay payment of payables or other liabilities in any material respect, or otherwise materially change the manner in which any Company deals with customers, suppliers or vendors in the Ordinary Course of Business.

6.2 Approval by Governmental Authorities . Upon execution of this Agreement, the Company and Parent shall promptly complete and file all necessary applications with State Regulators for the transfer or change of ownership of the Marijuana Licenses (the “Change of Ownership Applications”), and shall promptly and diligently prosecute such Change of Ownership Applications. The parties shall

promptly provide information requested by State Regulators in connection with the Change of Ownership Applications and execute any and all reasonable and appropriate documents in connection herewith. Each party shall be responsible for their own costs and filing fees associated with all Change of Ownership Applications. If all of the Change of Ownership Applications are approved by the State Regulators, the parties shall proceed to Closing in accordance with and subject to Article 7. If the State Regulators reject any of the Change of Ownership Applications in a final, nonappealable decision, this Agreement may be terminated as set forth in Article 8.

6.3 Updated Information .

6.3.1 Without limiting Parent’s rights hereunder, the Company shall promptly notify Parent in writing of (a) any event, condition or circumstance occurring, or failing to occur, from the date hereof through the Closing Date, which occurrence or failure to occur would constitute, or would reasonably be expected to result in a violation or breach of this Agreement; (b) any event, occurrence, transaction or other item (i) which would have been required to have been disclosed on any schedule or statement delivered hereunder had such event, occurrence, transaction or item existed on the date hereof, other than items arising in the Ordinary Course of Business or (ii) that is necessary to correct any representation, warranty or disclosure schedule of the Company or any Shareholder; (c) any notice or communication from any Governmental Authority (including the State Regulators) regarding the Marijuana Licenses or the Change of Ownership Applications and (d) any COVID-19 Measures taken or proposed to be taken by any Acquired Company that would reasonably be expected to have a Material Adverse Effect on the Business or the Employees.

6.3.2 Notwithstanding the foregoing or anything else to the contrary contained herein, the Company shall promptly notify Parent in writing after the date of the Agreement of any such changes, events or circumstances that would cause any representation or warranty set forth herein, as qualified by the disclosure schedules attached hereto to not be true as if then made. Further, the Company shall have the right to supplement the disclosure schedules with respect to any event or condition arising out of facts or circumstances occurring after the date of this Agreement. Such notice or supplement shall be deemed to supplement and amend the disclosure schedules. For the avoidance of doubt, any such notice or supplement shall not cure any inaccuracy or breach of a representation or warranty arising out of facts or circumstances occurring prior to the date of this Agreement (even if the Company only becomes aware of such facts or circumstances after the date of this Agreement) and shall not otherwise limit Parent’s or the Parent Indemnified Parties’ rights or remedies available hereunder in respect of such inaccuracy or breach.

6.3.3 No later than five Business Days prior to Closing, the Company shall deliver to Parent the following schedules, each setting forth the requisite information as of the Closing Date (the “Closing Schedules”): Schedule 3.7-B (Capitalization). No later than five Business Days prior to Closing, the Company shall deliver to Parent an updated Schedule 3.10 setting forth the Inventory as of the Closing Date.

6.3.4 Notwithstanding anything contained herein to the contrary, the failure of the Company to provide any notifications, supplements or amendments to any representation, warranty or disclosure schedule of the Company or any Shareholder to Parent pursuant to this Section 6.3 shall not be deemed, in and of itself, a breach of a covenant for purposes of determining the satisfaction of the conditions set forth in Section 7.2 or whether there is a breach under Section 8.1 or Section 9.2.

6.4 Exclusivity . Each Acquired Company shall not, and shall not authorize or permit any of its or their Affiliates to, directly or indirectly, (a) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal, (b) enter into discussions or negotiations with, or provide any

information to, any Person concerning a possible Acquisition Proposal, or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company shall immediately cease and cause to be terminated, and shall cause their Affiliates to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any bona fide inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business, or the Company Shares.

6.4.1 In addition to the other obligations under this Section 6.4, the Company shall promptly (and in any event within two Business Days after receipt thereof) advise Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.

6.4.2 Each Acquired Company agrees that the rights and remedies for noncompliance with this Section 6.4 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

6.5 Publicity. No party will issue or cause the publication of any press release or other similar public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein shall prohibit Parent from make such public disclosures and filings as may be required pursuant to applicable Law or the rules or regulations of any securities exchange; provided, further, that Parent will use its best efforts to provide the Company with reasonable advance notice and an opportunity to review any press release. The parties acknowledge that Parent may be required, in accordance with Canadian securities Laws, to file a copy of this Agreement on its profile on SEDAR, and in such case Parent agrees that it shall make such redactions to this Agreement as are permitted under Section 12.2(3) of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (“NI 51-102”) (subject to compliance by Parent with the remaining provisions of Section 12.2 of NI 51-102) and with the prior consultation of the Company, provided that in the case of any disagreement between the Parent and the Company with respect to any redactions, the position of the Parent shall prevail.

6.6 Access . From the date hereof until the Closing, upon three Business Days written notice, the Company shall provide Parent’s representatives with visitor access to the Acquired Company’s properties and assets used in the Business (including, with respect to Parent’s representatives holding the requisite badges and permits from the State Regulators and other Governmental Authorities, the licensed premises of the Marijuana Licenses), during normal business hours and in accordance with all applicable Laws and State Regulators’ regulations. To the extent the same is required pursuant to applicable Laws, Parent may second any of its employees to the Company on a party-time basis pursuant to the terms of a secondment arrangement, and the parties agree to cooperate to facilitate visits to the Acquired Companies facilities and locations in compliance with applicable Laws. Parent’s seconded employees shall be permitted visitor access to the licensed premises of the Business for the primary purpose of conducting diligence on the Business. The Company shall cause an Employee holding a valid occupational license to accompany Parent’s representatives or seconded employees during all such times of Parent’s access to the licensed premises.

6.7 Closing Conditions . From the date hereof until the Closing, each party shall use its commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article 7.

6.8 Termination of Certain Contracts . On or prior to the Closing Date, the Company shall take all actions necessary to terminate, and shall cause to be terminated, the Contracts set forth on Schedule 6.8. Promptly following the date hereof and at least 30 days prior to the Closing Date, the Company shall dissolve Front Four.

6.9 Taxes . The parties hereby covenant and agree as follows:

6.9.1 For purposes of apportioning Liability for Taxes pursuant to this Agreement, in the case of any Straddle Period, (a) the amount of any Taxes based on or measured by income, receipts or payroll (including sales and use Taxes and withholding Taxes) of the Acquired Companies for the PreClosing Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which any Acquired Company holds a beneficial interest will be deemed to terminate at such time) and (b) the amount of other Taxes of the Acquired Companies for the Pre-Closing Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. For taxable periods ending on or prior to the Closing Date, the entire amount of Taxes shown on (or required to be shown on) Tax Returns with respect to such taxable periods will be allocable to the Shareholders. Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Period (or portion of any Straddle Period ending on the Closing Date) will be treated as occurring in a Pre-Closing Period, whether such items are incurred, accrued, assessed or similarly charged on before or after the Closing Date.

6.9.2 The Representative, at the expense of the Shareholders, shall prepare the federal and state income Tax Returns of the Acquired Companies for any taxable period ending on or prior to the Closing Date that are not filed prior to the Closing (“Pre-Closing Company Returns”). All such Pre-Closing Company Returns will be prepared in a manner consistent with the past practices of the Acquired Companies and without a change of any election or accounting method, except as required by applicable Law. Any and all payments and expenses incurred by the Acquired Companies, including Transaction Expenses, as well as any write-off of unamortized expenses, shall be included as a tax deduction in the in the applicable Pre-Closing Company Return to the extent permitted by applicable Tax Law. The Representative will provide Parent with drafts of such Pre-Closing Company Returns no later than 15 days before the earlier of the due date or filing date thereof. The Representative shall incorporate any reasonable comments from Parent with respect to such Tax Returns prior to filing. After receiving the Pre-Closing Company Returns from the Representative, Parent shall file the Pre-Closing Company Returns. If the parties cannot in good faith resolve a dispute regarding any such Tax Return, such Tax Return will be filed in a manner determined appropriate by the Representative acting in good faith.

6.9.3 Parent shall prepare and file all Tax Returns required to be filed by the Acquired Companies after the Closing Date, other than the Pre-Closing Company Returns, in a manner consistent with past practices of the Company and without a change of any election or accounting method, except as required by applicable Law.

6.9.4 Parent shall not file or cause to be filed, any restatement or amendment of, modification to or claim for refund relating to, any Tax Return of any Acquired Company for any taxable

period that begins on or before the Closing Date (regardless of whether such taxable period ends on or before the Closing Date) without the prior written consent of the Representative.

6.9.5 The Representative shall have the right to control, and Parent shall have the right to participate in, any audit, Action or other proceeding with respect to income Taxes and Tax Returns that relate to periods ending on or before the Closing Date. Parent and the Surviving Corporation shall provide the Representative with prompt written notice of any written inquiries, audits, examinations or proposed adjustments by any Taxing Authority, which relate to any such Tax periods within five days of receipt of such notice. If the Representative elects not to control any such audit, Action or other proceeding, Parent shall control such matter, provided in such case that (i) the Representative shall have the right to participate in any such matter on behalf of the Shareholders and (ii) Parent and the Surviving Corporation shall keep the Representative reasonably informed of the details and status of such matter (including providing the Representative with copies of all written correspondence regarding such matter). The Representative, Surviving Corporation and Parent shall not settle any such Action or proceedings without the written consent of the other.

6.9.6 Parent shall have the right to control, and the Representative shall have the right to participate, in any audit, Action or other proceeding with respect to Taxes for any Straddle Period and Taxes or Tax Returns not described in Section 6.9.5 and which relate in whole or part to periods occurring on or before the Closing Date. Parent and the Surviving Corporation shall keep the Representative reasonably informed of the details and status of such matter (including providing the Representative with copies of all written correspondence regarding such matter). The Surviving Corporation and Parent shall not settle any such Action or proceedings without the prior written consent of the Representative.

6.9.7 The Representative will make available to Parent and the Surviving Corporation, and Parent and the Surviving Corporation will make available to the Representative, such records as each may reasonably require for the preparation of any Tax Return or other governmental filing and such records as may reasonably be required for the defense of any action concerning such Tax Return or other governmental filing or audit. The parties shall cooperate to the extent reasonably requested by the other party in defense of any such audit, Actions or other proceeding and shall furnish such records, information and testimony, and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the other party in connection therewith.

6.9.8 Any Tax refund (including any credit that reduces any Tax otherwise payable) that is received by Parent, the Surviving Corporation or any Acquired Company that relates to a Pre-Closing Period of such Acquired Company shall be for the account of Shareholders, and Parent shall pay over to the Representative (for the benefit of the Shareholders) any such refund (net of any Taxes or other reasonable costs of Parent, the Surviving Corporation or the relevant Acquired Company attributable to such refund or credit) as soon as practicable after receipt thereof. If any amount is paid hereunder to the Representative in connection with a credit or refund and such credit or refund is subsequently disallowed by a Taxing Authority, the Shareholders shall promptly pay to Parent the incremental increase in Tax liability (determined on a “with and without” basis) resulting from such disallowance.

6.10 Dispute Cooperation . From and after the Closing Date, each party agrees to provide such cooperation as any other party or its counsel may reasonably request in connection with any Actions arising out of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby which are hereafter pending or threatened with respect to the period prior to the Effective Time and to which such requesting party is a party. Such cooperation shall include, but not be limited to, making such cooperating party and any Affiliate of such cooperating party available upon the reasonable request and at the expense of the requesting party for any out-of-pocket costs incurred in connection therewith to

consult with and assist such requesting party and its counsel in connection with any such Action and to prepare for and testify in any such Action, including depositions, trials and arbitration proceedings.

6.11 Preservation of Records . Each of the parties shall preserve and keep the books and records held by them or their Affiliates relating to the Business for a period of five years from the Closing Date and shall make such books and records (and its personnel, representatives, attorneys, accountants and properties) available to the other parties as may be reasonably required by it in connection with, among other things, any insurance claims by, legal proceedings or Tax contests against or governmental investigations of such parties or any of its Affiliates or in order to enable such parties to comply with its obligations under this Agreement or any other Transaction Document; provided, however, that any such books and records which could reasonably be expected to be relevant to a Tax contest shall be preserved and kept for a period of seven years. Each of the parties shall be entitled to inspect and make copies of any such books and records held by the other parties. In the event Parent or the Company wish to destroy such books and records before or after that time, the party wishing to destroy such books and records shall first give 90 days prior written notice to the other parties and such parties shall have the right at its option and expense, upon prior written notice within such 90-day period, to take possession of the records within 180 days after the date of such notice.

6.12 [ Redacted – Commercially Sensitive Information ] .

6.13 Employee Benefits.

6.13.1 For a period of not less than 12 months after the Closing Date, Parent shall, or shall cause the Company to, provide each Employee who continues employment with Parent or the Company, as applicable, after the Closing Date with (i) base salary or base hourly wage rate (as applicable) in an amount at least equal to the level that was provided to each such Employee as of immediately prior to the Effective Time, and (ii) employee benefits that are no less favorable in the aggregate than those provided to each such Employee as of immediately prior to the Effective Time; provided, however, that the Company retains the right to terminate Employees pursuant to the needs of the Business and to eliminate redundancies in the Ordinary Course of Business.

6.13.2 Parent shall, or shall cause the Company to, ensure that, as of the Effective Time, each Employee receives full credit (for all purposes, including eligibility to participate, vesting, benefit accrual, vacation entitlement and severance benefits) for service with the Company (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent or the Company, as applicable, in which such employees become participants; provided, however, that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits.

6.13.3 From and after the Effective Time, with respect to each benefit plan maintained by Parent or the Company that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA (each, a “Parent Welfare Plan”) in which any Employee is or becomes eligible to participate, Parent or the Company, as applicable, shall use commercially reasonable efforts to cause each such Parent Welfare Plan to, subject to the terms of the applicable Parent Welfare Plan, (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Welfare Plan for such Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Employee Benefit Plan in which such Employee was a participant immediately prior to his or her commencement of participation in such Parent Welfare Plan; and (ii) provide each Employee and their

eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Employee commences participation in such Parent Welfare Plan in satisfying any applicable co-payment or deductible requirements under such Parent Welfare Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Employee Benefit Plan.

6.13.4 Nothing in this Agreement (i) shall require Parent to continue to employ any particular Employee following the Closing Date for any particular period of time, (ii) shall be construed to prohibit Parent from amending or terminating any employee benefit program or any Parent Welfare Plan, (iii) shall constitute or be construed as an amendment of any employee benefit program or any Parent Welfare Plan or (iv) shall create or be intended to create any third-party beneficiary rights.

6.14 Board Representation .

6.14.1 Prior to the Closing, the board of directors of Parent (the “Board”) shall take all such actions as are necessary to, contemporaneously with Closing, appoint Shayne Lynn to the Board (including, as necessary, increasing the number of directors in order to create a vacancy). Notwithstanding anything contained herein to the contrary, (a) such appointment is conditioned upon Mr. Lynn (i) being eligible to serve as a director of Parent under the Business Corporations Act (Canada) and other applicable Laws, (ii) satisfying all requirements to serve as a director on the Board pursuant to the rules of any securities exchange on which the Parent Common Stock or other securities of Parent are listed, and (iii) consenting in writing to serve as a director of Parent, and (b) nothing herein shall obligate any director of Parent to act, vote or abstain from acting or voting in any resolution considered by the Board in respect of the appointment of Mr. Lynn to the Board pursuant to this Section 6.14.1.

6.14.2 Following the Closing, and for so long as Mr. Lynn is employed by Parent or any Affiliate of Parent (including the Company), Parent shall include Mr. Lynn in the slate of director nominees presented to the shareholders of Parent for the election of directors, whether by written consent or at a meeting of shareholders (each a “Director Election Event”). Notwithstanding anything contained herein to the contrary, Parent's and the Board's obligations hereunder are conditioned upon Mr. Lynn (i) being eligible to serve as a director of Parent under the Business Corporations Act (Canada) and other applicable Laws, (ii) satisfying all requirements to serve as a director on the Board pursuant to the rules of any securities exchange on which the Common Shares or other securities of Parent are listed, (iii) consenting in writing to serve as a director of Parent, and (iv) delivering to the Parent (c/o the Board) the information regarding Mr. Lynn (including the number of shares of Parent Common Stock and Parent Restricted Stock beneficially owned or over which control or direction is exercised by Mr. Lynn) that the Parent is required by the Business Corporations Act (Canada) and any other applicable Laws to include in a management information circular or other documentation of the Parent to be sent to shareholders of the Company in respect of a Director Election Event and such other information, including a biography of Mr. Lynn, that is consistent with the information the Parent intends to publish about nominees as directors of the Parent in such management information circular or other documentation.

6.15 Additional Cap Ex. The parties acknowledge that, between the date hereof and Closing and depending on the length of time required for regulatory review and approval of the transactions contemplated in the Agreement, the Acquired Companies may request that Parent consent to the borrowing and expenditure of Additional Capital Ex. The parties agree that (a) Additional Cap Ex shall not impact the Merger Consideration, and (b) if Parent elects to fund all or a portion of the amount of Additional Cap Ex in its sole discretion, such amount will be added to the principal balance of the Promissory Note and the Acquired Companies shall deliver to Parent such instruments, certificates and documents reasonably required to evidence the loan of such Additional Cap Ex.

6.16 Parent Restricted Stock .

6.16.1 Notwithstanding anything contained herein or elsewhere to the contrary, a Qualified Shareholder (acting on its own behalf and not through the Representative) shall be entitled to deliver a Conversion Notice (as defined in the articles of Parent) in respect of any whole number of shares of Parent Restricted Stock issued to such Shareholder as Merger Consideration hereunder, and Parent covenants to cause such shares to be converted into shares of Parent Common Stock. Parent shall cause the effective time of such conversion to occur on the 15[th] day of the month next succeeding the date of delivery of such Conversion Notice; provided, that such Conversion Notice is received by Parent not later than the 10[th] day of such month.

6.16.2 Notwithstanding anything contained herein or elsewhere to the contrary, at any time on or after July 1, 2022, Shayne Lynn shall be entitled to deliver a Conversion Notice in respect of any whole number of shares of Parent Restricted Stock issued to him as Merger Consideration hereunder, and Parent covenants to cause such shares to be converted into shares of Parent Common Stock. Parent shall cause the effective time of such conversion to occur on the 15[th] day of the month next succeeding the date of delivery of such Conversion Notice; provided, that such Conversion Notice is received by Parent not later than the 10[th] day of such month.

6.16.3. "Qualified Shareholder" means a Shareholder other than Shayne Lynn.

ARTICLE 7 CLOSING

7.1 Closing . Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of [ Redacted – Commercially Sensitive Information ] or by electronic exchange of documents, at 10:00 a.m. (Denver time) within three Business Days immediately following the date on which all conditions set forth in this Article 7 have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as the parties may mutually agree. The date on which the Closing actually occurs is the “Closing Date.”

7.2 Parent and Merger Sub’s Conditions to Closing . The obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or Parent’s written waiver) of the following conditions as of the Closing Date:

7.2.1 The representations and warranties set forth in Article 3 shall be true and correct in all respects at and as of the Closing Date as though then made (other than those representations and warranties that address matters as of particular dates which shall be true and correct at and as of such particular dates) except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect;

7.2.2 The Company, Shareholders, Representative and Escrow Agent shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by them or complied with under the Transaction Documents at or prior to the Closing;

7.2.3 Final approval issued by the State Regulators approving the transactions contemplated by this Agreement and the change of ownership with respect to the Marijuana Licenses;

7.2.4 The non-occurrence of (a) any material change in applicable Law or State Regulators regulations relating to the transactions contemplated by this Agreement, (b) any change in the enforcement priorities of the federal government with respect to marijuana businesses in Vermont, or (c)

the commencement of any Action by a federal Governmental Authority based on violation of federal marijuana Laws against marijuana businesses in Vermont;

7.2.5 No Final Order shall have been entered which would prevent the consummation of

the Closing;

7.2.6 The non-occurrence of any Material Adverse Change in the Business or the assets, properties or Liabilities of the Acquired Companies;

7.2.7 This Agreement shall have been duly approved by holders of Company Shares constituting the requisite vote of shareholders of the Company in accordance with applicable Law and the Organizational Documents the Company; and

7.2.8 At least five Business Days prior to Closing, the Company shall have delivered to Parent: (a) a spreadsheet in the form of Annex A hereto (the “Consideration Allocation Schedule”) which shall set forth, as of the Closing Date, the following for each Shareholder: (i) name, address, email address, U.S. tax identification number, entity type and wire transfer instructions, (ii) the number of Company Shares held by such Shareholder, (iii) such Shareholder’s Consideration Percentage, (iv) the amount of the Estimated Cash Consideration payable to such Shareholder, (v) the amount of Escrow Cash to be held in escrow on account of such Shareholder, (vi) the number of shares of Parent Restricted Stock issuable to such Shareholder, (vii) the number of Escrow Shares to be held in escrow on account of such Shareholder and (viii) the amount of Escrow Cash to be held in escrow on account of such Shareholder; (b) the Estimated Closing Statement in accordance with Section 2.8.2; (c) the consent listed on Schedule 7.2.8 (including the approval of this Agreement in accordance with Section 7.2.7); and (d) evidence that Front Four has been dissolved.

7.2.9 Reserved. 7.2.10 Reserved.

7.2.11 Parent shall have received the following:

(a) a certificate of each Acquired Company in the form reasonably satisfactory to Parent, dated as of the Closing Date, stating that the conditions specified in Sections 7.2.1 and 7.2.2 have been satisfied, duly executed by, (i) in the case of an Acquired Company that is a limited liability company, the manager(s), managing member(s) and/or member(s), as the case may be, and (ii) in the case of an Acquired Company that is a corporation, the secretary or equivalent officer of the Acquired Company;

(b) a certificate of the manager(s), managing member(s) and/or member(s) or the secretary of equivalent officer, as the case may be, of each Acquired Company certifying to and attaching (i) a copy of the Acquired Company’s Organizational Documents, (ii) a certificate of fact of good standing and tax clearance certificate(s) that covers all Taxes, each dated no later than five Business Days prior to the Closing Date, (iii) resolutions adopted by the Acquired Company’s governing body authorizing the Transaction Documents and the transactions contemplated herein and therein (and in the case of the Company, resolutions unanimously adopted by the Company’s board of directors determining that this Agreement and the Merger are advisable and in the best interests of Company and its shareholders, approving and adopting this Agreement, including the Merger and the other transactions contemplated hereby, recommending this Agreement, the Merger and approval of this Agreement to the Company’s shareholders entitled to vote thereon), (iv) in the

case of the Company, resolutions adopted by the shareholders of the Company entitled to vote thereon as of the record date established by the board of directors voting in favor of this Agreement, the Merger and the other transactions contemplated hereby, and (v) an incumbency certificate;

(d) an Employment Agreement, duly executed by each Key Employee and the

Company;

(e) a Restrictive Covenants Agreement, duly executed by Shayne Lynn and

the Company;

(f) the Escrow Agreement, duly executed by the Escrow Agent and the

Representative; and

(g) a certificate of the Company’s non-foreign status that complies with the requirements of Section 1445 of the Code, and the regulations promulgated thereunder.

7.3 Company’s Conditions to Close . The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or the written waiver by the Company) of the following conditions as of the Closing Date:

7.3.1 The representations and warranties set forth in Article 4 and Article 5 shall be true and correct in all respects at and as of the Closing Date as thought then made (other than those representations and warranties that address matters as of particular dates which shall be true and correct at and as of such particular dates);

7.3.2 Parent and Merger Sub shall have performed in all material respects all the covenants and agreements required to be performed by them under the Transaction Documents or complied with under the Transaction Documents at or prior to the Closing;

7.3.3 Parent shall have made or cause to have been made the deliveries set forth in

Section 7.3.9;

7.3.4 No Final Order shall have been entered which would prevent the Closing;

7.3.5 The non-occurrence of any Material Adverse Change in the business or the assets, properties or Liabilities of Parent and Merger Sub;

7.3.6 Final approval issued by the State Regulators approving the transactions contemplated by this Agreement and the change of ownership with respect to the Marijuana Licenses;

7.3.7 The non-occurrence of (a) any material change in applicable Law or State Regulators regulations relating to the transactions contemplated by this Agreement, (b) any change in the enforcement priorities of the federal government with respect to marijuana businesses in Vermont, or (c) the commencement of any Action by a federal Governmental Authority based on violation of federal marijuana Laws against marijuana businesses in Vermont;

7.3.8 Subject to the conditions set forth in Section 6.14.1, the Board shall have taken all actions necessary to appoint Mr. Lynn to the Board, effective as of the Closing; and

7.3.9 Parent and Merger Sub shall have delivered to the Company and the Representative each of the following:

(a) a certificate of each or Parent and Merger Sub, dated as of the Closing Date, stating that the conditions specified in Sections 7.3.1, 7.3.2 and 7.3.3 have been satisfied, duly executed by the secretary or equivalent officer of such Person;

(b) a certificate of the secretary or equivalent officer of each of Parent and Merger Sub certifying to and attaching (i) a copy of such Person’s Organizational Documents, (ii) a certificate of fact of good standing dated no later than five Business Days prior to the Closing Date, (iii) resolutions adopted by such Person’s governing body authorizing the Transaction Documents and the transactions contemplated herein and therein, and (iv) an incumbency certificate; and

(c) a schedule showing stock awards that Parent may grant to certain employees of the Company who become eligible participants under the SLANG Worldwide Inc. 2017 Stock Option Plan, in each case in accordance with and subject to the terms and conditions thereof and applicable Law.

ARTICLE 8 TERMINATION

8.1 Termination . This Agreement may be terminated at any time prior to the Closing:
8.1.1 by the mutual written consent of Parent and the Company;

8.1.2 by Parent, (a) if the State Regulators reject any of the Change of Ownership Applications in a final, nonappealable decision, or (b) if there has been a material violation or breach by the Company, any Shareholder or the Representative of any representation, warranty, covenant or agreement contained in any Transaction Document which has prevented the satisfaction of or resulted in the failure of any condition to the obligations of Parent at the Closing and such violation or breach has not been waived by Parent or, in the case of a breach of any covenant, has not been cured by the Company within 10 days after delivery to the Company of written notice of such breach from Parent; provided, however, that Parent may not terminate the transactions contemplated herein pursuant to this Section 8.1.2 at any time during which Parent is in material breach of this Agreement;

8.1.3 by the Company, if (a) the State Regulators reject any of the Change of Ownership Applications in a final, nonappealable decision, or (b) there has been a material violation or breach by Parent or Merger Sub of any representation, warranty, covenant or agreement contained in any Transaction Document which has prevented the satisfaction of or resulted in the failure of any condition to the obligations of the Company at the Closing and such violation or breach has not been waived by the Company or, with respect to a breach of any covenant, has not been cured by Parent or Merger Sub within five days after delivery to Parent of written notice of such breach from the Company; provided, however, that the Company may not terminate this Agreement pursuant to this Section 8.1.3 at any time during which the Company is in material breach of this Agreement;

8.1.4 by Parent or the Company in such party’s sole discretion if there has occurred (or counsel to such party determines there is likely to occur) (a) any change in Laws (including State Regulators’ regulations) applicable to the transactions contemplated by this Agreement that could materially and adversely affect such party if the transactions contemplated herein were consummated, or

(b) any change in the enforcement priorities of the federal government with respect to marijuana businesses in Vermont, or (c) the commencement of any Action by a federal Governmental Authority based on violation of federal marijuana Laws against marijuana businesses in Vermont;

8.1.5 by Parent or the Company in such party’s sole discretion if any Governmental Authority shall institute any Action challenging the validity or legality, or seeking to restrain the consummation of, the transactions contemplated by this Agreement; or

8.1.6 by Parent or the Company if the transactions contemplated by this Agreement have not been consummated by such date that is 12 months following the date hereof (the “End Date”); provided, however, that neither Parent nor the Company shall be entitled to terminate this Agreement pursuant to this Section 8.1.6 if such party’s Fraud has prevented the consummation of the transactions contemplated hereby.

8.2 Effect of Termination . In the event of a termination of this Agreement in accordance with Section 8.1, the provisions of this Agreement shall immediately become void and of no further force or effect (other than the defined terms, this Article 8 and Article 10 which shall survive the termination of this Agreement) and there shall be no liability on the part of Parent, Merger Sub or the Company to one another or any party hereto; provided, however, that nothing herein shall relieve any party from any liability for any material breach of the provisions of this Agreement prior to the termination of this Agreement.

ARTICLE 9 INDEMNIFICATION

9.1 Survival .

9.1.1 The representations and warranties of the parties contained in this Agreement will survive the execution and delivery of this Agreement and the Closing for a period of 15 months after the Closing Date; provided, however, that: (a) the Fundamental Representations shall survive until the earlier of (i) the expiration of the applicable statute of limitations or (ii) a period of six years, whichever comes first, provided, further, that any claims for indemnification made or asserted by a party within the applicable time period prescribed above shall survive such expiration until such claim is finally resolved and all obligations with respect thereto are fully satisfied.

9.1.2 The representations and warranties of each Shareholder set forth in the Letters of Transmittal and Lockup Agreement to which he, she or it is a party will not merge on and will survive the Closing and will continue in full force and effect for the periods of time set forth therein.

9.1.3 The covenants of each party contained in this Agreement and the covenants of each Shareholder set forth in the Letters of Transmittal and Lockup Agreement to which he, she or it is a party will survive the Closing for the period contemplated by its terms.

9.1.4 None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms.

9.2 Indemnification by Shareholders .

9.2.1 Each Shareholder shall be deemed to have agreed, severally and not jointly, from and after the Closing, to defend, protect, indemnify and hold Parent, the Surviving Corporation, any 52

Affiliate of Parent (including its Subsidiaries), and their respective Affiliates, directors, shareholders, members, managers, officers, employees, agents, and representatives (which additional parties together with Parent are hereinafter collectively referred to as the “Parent Indemnified Parties”) harmless from and against any and all Losses that may be incurred or suffered by any Parent Indemnified Party at any time arising from, in connection with or related to (a) any inaccuracy in or breach of any representation or warranty of such Shareholder contained in such Shareholder’s Letter of Transmittal or Lockup Agreement, (b) any breach or non-fulfillment of any covenant or obligation on the part of such Shareholder contained in such Shareholder’s Letter of Transmittal or Lockup Agreement and (c) any failure by such Shareholder to transfer to Parent good and valid title to such Shareholder’s Company Shares, free and clear of all Encumbrances, other than pursuant to applicable Securities Laws.

9.2.2 The Shareholders shall be deemed to have agreed to and the Shareholders shall, from and after the Closing, severally and not jointly, to the extent of such Shareholder’s Consideration Percentage, defend, protect, indemnify and hold the Parent Indemnified Parties harmless from and against any and all Losses that may be incurred or suffered by any Parent Indemnified Party at any time (subject to the survival periods set forth in Section 9.1.1) arising from, in connection with or related to (a) any inaccuracy in or breach of any representation or warranty of the Company contained in this Agreement; (b) any breach or non-fulfillment of any covenant or obligation on the part of any Acquired Company pursuant to this Agreement; (c) any Indemnified Taxes; (d) any Indebtedness (to the extent not included in the calculation of the Closing Merger Consideration); (e) any unpaid Transaction Expenses (to the extent not included in the calculation of the Closing Merger Consideration); and (f) any Losses arising out of or relating to any Coronavirus Relief Program (not including any amounts to the extent they are finally determined to be forgiven), including (i) any Indebtedness arising out of or relating to any Coronavirus Relief Program, (ii) any Losses arising out of or relating to any application or certification submitted in connection with any Coronavirus Relief Program and (iii) any audit or other Proceeding arising out of or relating to any Coronavirus Relief Program.

9.3 Indemnification by Parent . From and after Closing, Parent shall defend, protect, indemnify and hold the Shareholders, and their respective Affiliates, directors, members, managers, officers, employees, agents, and representatives (which additional parties together with Parent are hereinafter collectively referred to as the “Shareholder Indemnified Parties”) harmless from and against any and all Losses that may be incurred or suffered by any Shareholder Indemnified Party at any time (subject to the survival periods set forth in Section 9.1.1), whether or not successful or meritorious, raised or brought by any Person that arises out of (a) any inaccuracy in or breach of any representation or warranty of Parent or Merger Sub, or (b) any noncompliance with or breach by or nonperformance of any of the covenants or agreements to be performed by Parent, Merger Sub or, after the Closing, the Surviving Corporation, hereunder.

9.4 Payments; Procedure .

9.4.1 Claims Against Shareholders. All Losses arising in connection with claims for indemnification under Section 9.2.1 shall be paid to the Indemnified Party directly by the Shareholder from whom payment is sought, at the election of Parent, by wire transfer of immediately available funds or by the return of shares of Parent Restricted Stock (or securities into which it converts).

9.4.2 Claims Against the Company. All Losses arising in connection with claims for indemnification under Section 9.2.2 shall be paid first , by the Shareholders from the then remaining balance of the Escrow Amount, if any (with the Cash Consideration Percentage paid from the Escrow Cash and the Share Consideration Percentage paid from the Escrow Shares) until the Escrow Amount, if any, equals $0 and second , each Shareholder shall pay to Parent the amount equal to the unpaid portion of such Loss

multiplied by such Shareholder’s Consideration Percentage, at the election of Parent, by wire transfer of immediately available funds or by the return of shares of Parent Restricted Stock (or securities into which it converts) (solely to the extent such Shareholder holds sufficient shares of Parent Restricted Stock at such time). All disbursements of Escrow Shares in payment of indemnification claims pursuant to Section 9.2.2, and all payments of Losses by the return of shares of Parent Restricted Stock (or securities into which it converts) will be valued at the volume-weighted average price of shares of Parent Common Stock on the Canadian Securities Exchange for the 30 trading days prior to the date on which the claim for indemnification is made.

9.4.3 Claims Against Parent, Merger Sub and Surviving Corporation. In no event shall the maximum aggregate liability of Parent, Merger Sub, and the Surviving Corporation for claims arising from, in connection with or related to this Agreement exceed an amount equal to the Merger Consideration.

9.4.4 Procedure; Agency for Indemnified Persons. Any claim for indemnification under this Article 9 shall be delivered pursuant to Section 10.1. The Representative accepts each indemnity made by Parent or the Surviving Corporation under this Article 9 in favor of each of the Shareholder Indemnified Parties as agent and trustee of that Indemnified Party.

9.4.5 Third Party Claims. In the event that a Parent Indemnified Party or a Shareholder Indemnified Party (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any Action by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, without limitation, to any Governmental Authority) (a “Third Party Claim”) against such Indemnified Party, with respect to which a party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice to the Indemnifying Party as promptly as practicable after learning of such claim.

(a) Subject to this Section 9.4, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within 10 Business Days (or such shorter period of time as may be necessary not to adversely affect the interests of the Indemnified Party) after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within five days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance with this Section 9.4.5(a).

(b) In the event that the Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the Third Party Claim, and in such event the Indemnified Party shall have the right to conduct such defense and, subject to the limitations set forth herein, to compromise and settle the Third Party Claim without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith.

(c) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnifying Party shall have the right to conduct such defense, except that no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing; provided, however, that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(d) The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to elect to have sole control over, the defense or settlement of any claim (and the cost of such defense and any Losses with respect to such claim shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder) if (a) the claim for indemnification is with respect to a criminal proceeding, action, indictment, allegation or investigation, (b) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, (c) the Indemnifying Party has failed or is failing to vigorously prosecute or defend such claim or (d) the claim seeks an injunction or other equitable relief against the Indemnified Party.

(e) Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder.

(f) Notwithstanding the foregoing, the Indemnifying Party, if it has assumed the defense of any Third Party Claim as provided in this Agreement, shall not agree to a settlement of any claim which (a) provides for any relief other than the payment of monetary damages, (b) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Third Party Claim, or (c) may reasonably be expected to have a Material Adverse Effect on the Indemnified Party, in each case without the affected Indemnified Party’s prior written consent.

9.5 Determination of Losses. For purposes of this Article 9, references to the terms “material,” “in all material respects,” or any similar term or phrase contained in any representation or warranty shall be disregarded for purposes of determining the amount of Losses resulting therefrom.

9.6 Effect of Investigation . The Parent Indemnified Parties’ rights to indemnification, to receive payment for Losses and the right to all other remedies available at law, in equity, by statute or otherwise shall not be affected or diminished by (a) any investigation conducted with respect to, or any knowledge acquired (or capable or being acquired) at any time, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or obligation of any Acquired Company, and Shareholder or the Representative, or (b) the waiver by Parent or Merger Sub of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation by any Acquired Company, any Shareholder or the Representative.

9.7 Certain Limitations . The indemnification provided for in Sections 9.2 and Section 9.3 shall be subject to the following limitations:

9.7.1 The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.2.2(a) for breaches of Non-Fundamental Representations or Section 9.3.2(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.2.2(a) for breaches of Non-Fundamental Representations or Section 9.3.2(a) exceeds $[ Redacted – Commercially Sensitive Information ] (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. This Section 9.7.1 shall not apply to claims alleging Fraud.

9.7.2 The aggregate amount of all Losses for which Shareholders shall be liable pursuant to Section 9.2.2(a) for breaches of Non-Fundamental Representations shall be limited to the Escrow Amount. Each Shareholder’s maximum aggregate liability to Parent with respect to all indemnification claims shall not exceed the amount of Merger Consideration received by such Shareholder, except in the event of Fraud of such Shareholder.

9.7.3 Payments by an Indemnifying Party pursuant to Section 9.2 or Section 9.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses; provided, however, that the Indemnified Party shall not be required to (a) pursue recovery from any collateral source prior to seeking indemnification under this Article 9, (b) commence litigation or arbitration to recover amounts or proceeds from any collateral source, or (c) pursue recovery from any collateral source that is a customer, client, supplier or employee of Parent, any Acquired Company or any of their respective Affiliates.

9.7.4 Payments by an Indemnifying Party in respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party.

9.7.5 Each Indemnified Party shall take, and cause its Affiliates to take, reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

9.8 Exclusive Remedies . Except for the termination of this Agreement as provided for in Article 8 and except as provided in Section 2.12.3 or this Section 9.8, if the Closing occurs, the indemnities provided in Sections 9.2 and 9.3 (in each case subject to the limitations in this Article 9) will constitute the exclusive remedy of Parent (or any of the Parent Indemnified Parties) and the Shareholders (or any of the Shareholder Indemnified Parties), respectively, against a party in respect of any breach of any representation, warranty, covenant or agreement of that party under this Agreement. Nothing herein shall limit the remedies available to the Parent Indemnified Parties in respect of any breach of any representation, warranty, covenant or agreement of a Shareholder under such Shareholder’s Letter of Transmittal or Lockup Agreement, or against any Person under any other Transaction Document. Notwithstanding anything contained herein to the contrary, if after Closing, a party makes a claim for indemnification in accordance herewith and a Person against whom indemnification is sought refuses to make payment for Losses or otherwise provide satisfaction in respect of that claim, then the party making the claim for indemnification may bring an Action to seek a remedy for that refusal. The Representative, for itself and the Shareholders, acknowledges that a Shareholder’s failure to comply with a covenant or obligation contained in this Agreement or such Shareholder’s Letter of Transmittal or Lockup Agreement would give rise to irreparable injury to Parent, Merger Sub and the Surviving Corporation inadequately compensated with money

damages. Accordingly, Parent, Merger Sub and the Surviving Corporation may seek to enforce the performance of this Agreement, the Letters of Transmittal and the Lockup Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without the requirement of bond or other security).

9.9 Tax Treatment . The parties shall treat all payments made by or deemed to be made by a party under this Article 9 as adjustments to the consideration payable hereunder unless otherwise required by applicable Tax Law.

9.10 Exculpation . Notwithstanding anything contained herein or elsewhere to the contrary, none of Parent, Merger Sub or the Surviving Corporation shall have any liability to any Shareholder or any other Person if (i) the Merger fails to qualify as a “reorganization” within the meaning of Sections 368(a) of the Code or (ii) this Agreement fails to constitute a “plan of reorganization” (within the meaning of Treasury Regulation Section 1.368-2(g)) for purposes of Section 368 of the Code.

ARTICLE 10 MISCELLANEOUS

10.1 Notices . All notices, demands, requests, consents, approvals, declarations and other communications required or permitted to be given under this Agreement or any other Transaction Document shall be in writing and shall be sent by hand delivery, overnight courier, U.S. or Canadian mail, email or electronic delivery as follows:

If to the Representative:

Shayne Lynn [ Redacted – Address – Personal Information ] Email: [ Redacted – Personal Information ] With a copy to (which copy shall not constitute notice):

William Mason, Esq. Gravel & Shea PC 76 St. Paul Street, P.O. Box 369 Burlington, Vermont 05402 Email: [ Redacted – Personal Information ] Erica Rice, Esq. Foley Hoag Seaport West155 Seaport Boulevard Boston, MA 02210-2600 Email: [ Redacted – Personal Information ]

If, prior to the Closing, to any Acquired Company:

High Fidelity, Inc. [ Redacted – Address – Personal Information ] Attn: Shayne Lynn Email: [ Redacted – Personal Information ]

With a copy to (which copy shall not constitute notice):

If to Parent, Merger Sub or, after the Closing, the Surviving Corporation or any other Acquired Company:

SLANG Worldwide Inc. 50 Carroll Street Toronto, Ontario M4M 3G3 Attention: Christopher Driessen, Chief Executive Officer Email: [ Redacted – Personal Information ]

With a copy to (which copy shall not constitute notice):

Arnold & Porter 1144 Fifteenth Street, Suite 3100 Denver, CO 80202 Attn: Michele J. Rowland Email: [ Redacted – Personal Information ]

or to such other address or email address as a party may designate from time to time in writing to the other parties. Unless otherwise provided herein, notices shall be deemed to be validly served, given or delivered (a) on the date of delivery if hand delivered, (b) one Business Day after deposit with a reputable overnight courier with all charges prepaid, (c) three Business Days after deposit in the mail when sent by U.S. or Canadian mail and (d) when sent by email or electronic delivery, immediately upon confirmation that such email or electronic delivery has been transmitted.

10.2 Entire Agreement . This Agreement, together with the Letters of Transmittal, constitutes the full, entire and integrated agreement between the parties hereto with respect to the subject matter hereof, and supersede all prior negotiations, correspondence, understandings and agreements among the parties hereto respecting the subject matter hereof.

10.3 Assignability . This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto; provided, however, that Parent may, without the prior written consent of any other party, assign its interest in this Agreement to any Affiliate of Parent (including any Subsidiary); and provided, further, that Parent, Merger Sub and the Surviving Corporation may assign its rights under the Transaction Documents as security to its secured lenders or other financing parties.

10.4 Third Party Beneficiaries . Except as expressly provided in Article 9 with respect to Indemnified Parties, this Agreement is for the sole benefit of the parties hereto and their permitted

successors and assigns. No Person other than the parties and their permitted successors and assigns, and the Indemnified Parties shall be entitled to enforce this Agreement, rely on any representation, warranty, covenant or agreement contained herein, receive any rights hereunder or be a third party beneficiary of this Agreement.

10.5 Successors and Assigns . This Agreement and the other Transaction Documents shall inure to the benefit of and be binding upon each party’s successors and assigns. Each party who is an individual is entering into this Agreement on behalf of himself and his heirs, estate, executors, administrators, personal or legal representatives, trustees, successors in interest, assigns, distributes, devises and legatees, bankruptcy trustees, liquidators and Affiliates, and this Agreement shall be binding on them. All references to such individual party herein shall mean such individual and his heirs, estate, executors, administrators, personal or legal representatives, trustees, successors in interest, assigns, distributes, devises and legatees, bankruptcy trustees, liquidators and Affiliates.

10.6 Severability . Any provision of this Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

10.7 Amendment; Waiver . No provision of this Agreement may be amended, waived, or otherwise modified without the prior written consent of all of the parties hereto. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement herein contained. The waiver by any party hereto of a breach of any provision or condition contained in this Agreement shall not operate or be construed as a waiver of any subsequent breach or of any other conditions hereof.

10.8 Section Headings . The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

10.9 Counterparts . This Agreement may be executed in any number of counterparts (including by DocuSign), each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

10.10 Governing Law; Jurisdiction; Service of Process .

10.10.1 Governing Law. This Agreement shall be governed by and construed in accordance with, the internal laws of the State of Vermont, without regard to conflict of laws principles.

10.10.2 Jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court or the Vermont State Court located in Burlington, Vermont, in respect of any claim relating to the interpretation and enforcement of the provisions of this Agreement and each other Transaction Document, or otherwise in respect of the transactions contemplated hereby and thereby, and hereby waives, and agrees not to assert, as a defense in any Action in which any such claim is made that it is not subject thereto or that such Action may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any other Transaction Document may not be enforced in or by such courts.

10.10.3 Service of Process. Each of the parties irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 10.10.2 in any such Action by

giving copies thereof by hand delivery of air courier to his, her or its address as specified in or pursuant to Section 10.1. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

10.10.4 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES (TO THE FULLEST EXTENT PERMITTED BY LAW) ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.11 Expenses; Attorneys’ Fees . All expenses incurred by the parties in connection with the transactions contemplated in this Agreement or any other Transaction Documents, including, without limitation, legal and accounting fees, shall be the responsibility of and for the account of the party who ordered the particular service or incurred the particular expense.

10.12 Further Assurances . The parties shall execute, acknowledge and deliver such other assignments, transfers, consents and other documents and instruments and take such other actions as any party, or their counsel, may reasonably request in order to complete and perfect the transactions contemplated by this Agreement and each other Transaction Document, in each case, without further consideration.

10.13 Representation by Counsel; No Tax Advice . In connection with this Agreement, the parties have relied solely upon their own judgment, belief and knowledge and have sought the advice and recommendations of their own independent selected counsel concerning the nature, extent and duration of their rights and claims relating to this Agreement, the rights affected by this Agreement, the form and content of this Agreement, and the advisability of entering into and executing the Agreement. No party has been unduly influenced to any extent whatsoever by any other party. The parties have read this Agreement carefully. The contents hereof are known and understood by the parties, and this Agreement is freely and voluntarily signed. Each party acknowledges and agrees that (a) no party is providing any tax advice to any other party, and (b) such party has been given the opportunity to consult with its own tax advisors regarding the matters contemplated by this Agreement.

10.14 Representative . Notwithstanding any provision to the contrary set forth herein, each Shareholder, for itself, himself or herself, and its, his, or her respective successors and assigns, hereby irrevocably makes, constitutes and appoints Shayne Lynn (the “Representative”) as its true and lawful attorney-in-fact to act for and on behalf of such Shareholder with respect to any and all matters relating to or arising out of this Agreement or any other Transaction Documents, or the negotiation, execution, interpretation, breach, or non-performance thereof, whether stated in contract, tort, or otherwise, and Representative hereby accepts such appointment. Each Shareholder acknowledges that the appointment of the Representative is coupled with an interest and may not be revoked. In furtherance of the appointment of the Representative, each Shareholder fully and without restriction: (a) agrees to be bound by all notices given and received and agreements and determinations made by and documents executed and delivered by the Representative under this Agreement or any other Transaction Document; and (b) authorizes the Representative, in its sole and absolute discretion, to (i) deliver to Parent and Escrow Agent, and receive from Parent and Escrow Agent, all certificates, notices and documents to be delivered to Parent or Escrow

Agent by the Shareholders or any of them or to be received by the Shareholders or any of them from Parent or Escrow Agent, pursuant to this Agreement or any other Transaction Document, (ii) dispute or refrain from disputing any claim made by Parent or Escrow Agent under this Agreement or any other Transaction Document, (iii) negotiate and compromise any dispute which may arise under this Agreement or any other Transaction Document, (iv) agree to pay any amounts due any Parent Indemnified Party from the Shareholders or any of them under this Agreement or any other Transaction Document, (v) exercise or refrain from exercising any remedies available to the Shareholders or any of them under this Agreement or any other Transaction Document, (vi) execute any releases or other documents with respect to any such dispute or remedy, (vii) waive any condition contained in the this Agreement or any other Transaction Document, (viii) amend, on behalf of all of the Shareholders any term of this Agreement or any other Transaction Document, and (ix) give such notices and instructions and do or refrain from doing such other things as the Representative, in its sole discretion, deems necessary or appropriate to carry out the provisions of this Agreement or any other Transaction Document. All actions, decisions and instructions of the Representative will be conclusive and binding upon the Shareholders and no Shareholder nor any other Person will have any claim or cause of action against the Representative, and the Representative will not have any liability to any Shareholder or any other Person, for any action taken, decision made or instruction given by the Representative in connection with this Agreement or any other Transaction Document, except in the case of Fraud. Each Shareholder hereby irrevocably waives any and all rights (in his, her or its capacity as a Shareholder) to bring a claim against any Parent Indemnified Party pursuant to Section 9.3 or otherwise relating to or arising out of this Agreement or the transactions contemplated hereby, and any and all claims desired by a Shareholder may only be brought by and through the Representative upon the written acceptance of such a claim by the Representative (to be accepted or rejected in the Representative’s sole and absolute discretion). The Shareholders shall jointly and severally indemnify Representative and hold the Representative harmless against any loss, liability, damage, claim, suit, penalty, fine, forfeiture, action, cost or expense (including fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the acceptance or administration of his or its duties hereunder, in each case as such Representative Loss is suffered or incurred; provided, however, that in the event that any such Representative Loss is finally adjudicated to have been primarily caused by the Fraud of the Representative, the Representative will reimburse the Shareholders the amount of such indemnified Representative Loss attributable to such Fraud. If the Representative resigns, dies, becomes incapacitated, dissolves or liquidates, its successor or successors will be appointed within 15 days of such event by the Shareholders owning a majority of the Company Shares at the time of determination, if prior to the Closing Date, or as of immediately prior to the Effective Time, if on or after the Closing Date. The decisions and actions of any successor Representative will be, for all purposes, those of the Representative as if originally named herein. The death, incapacity, dissolution or liquidation of any Shareholder will not terminate the authority and agency of the Representative. Any successor Representative will provide Parent with prompt written notice of its appointment. Parent will be entitled to rely exclusively upon any communication, document or instruction given or other action taken by the Representative and will not be liable to any Shareholder or any other Person for any action taken or not taken in reliance upon the Representative.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement under seal, with the intention of making it a sealed instrument, effective as of the date first above written.

COMPANY:

HIGH FIDELITY, INC.,

a Vermont corporation

By: (signed) “Shayne Lynn” Name: Shayne Lynn Title: President

SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER

PARENT:

SLANG WORLDWIDE INC.,

a federally incorporated Canadian corporation

By: (signed) “Christopher Driessen” Name: Christopher Driessen Title: Chief Executive Officer

MERGER SUB:

SLANG VERMONT, INC.,

a Vermont corporation

By: (signed) “Christopher Driessen” Name: Christopher Driessen Title: Chief Executive Officer

SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER

REPRESENTATIVE:

Shayne Lynn, in his capacity as the Representative

(signed) “Shayne Lynn” (Signature)

SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER

ANNEX A

Consideration Allocation Schedule

[ Redacted – Personal Information ]

EXHIBIT A

Employment Agreement

[ Redacted – Commercially Sensitive Information ]

EXHIBIT B

Escrow Agreement

(as attached)

EXHIBIT B

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this "Agreement"), dated as of [●], 2021, is by and among SLANG WORLDWIDE INC., a federally incorporated Canadian corporation ("Parent"), SHAYNE LYNNE ("Representative"), and ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Alberta (the "Escrow Agent").

A. High Fidelity, Inc., a Vermont ("Company"), Slang Vermont, Inc., a Vermont corporation ("Merger Sub") and Parent are parties to that certain Agreement and Plan of Merger, dated [●], 2021 (together with all annexes, exhibits and schedules thereto, and as may be amended or restated, the "Merger Agreement").

B. Pursuant to the terms of the Merger Agreement, the Escrow Cash and the Escrow Shares will be placed into escrow with the Escrow Agent, to be released in accordance with the terms and conditions of the Merger Agreement and herein.

C. Pursuant to Section [I.1(c)(ii)] of the Letters of Transmittal, the Shareholders have agreed not to create or permit to exist any Encumbrances on the Shareholders' respective interests in the Escrow Cash and the Escrow Shares.

D. The parties hereto have requested that the Escrow Agent act as escrow agent in connection with the escrow of the Escrow Cash and the Escrow Shares and in accordance with the terms and conditions of this Agreement.

1. Capitalized Terms. Capitalized terms used in this Agreement, including the recitals hereto, and not defined herein shall have the meanings given to such terms in the Merger Agreement.

2. Appointment of Escrow Agent.

(a) Parent and the Representative hereby appoint the Escrow Agent to act as the escrow agent in accordance with the terms and conditions of this Agreement, and the Escrow Agent hereby agrees to act in accordance with the terms and conditions of this Agreement. For the purposes of this Agreement, all references herein to "Escrow Agent" will mean Odyssey Trust Company acting in the capacity of escrow agent hereunder or any other person that replaces Odyssey Trust Company as escrow agent hereunder pursuant to the provisions hereof.

(b) Parent and the Shareholders (as a group) shall each be liable to the Escrow Agent for 50% of the fees as set forth in Schedule A attached hereto, plus 50% of the expenses reasonably incurred in connection with this Agreement, in exchange for acting as the escrow agent hereunder (collectively, the "Escrow Fees"). The Escrow Fees will be paid by Parent, on its own behalf, and by Parent, on behalf of the Shareholders, on the date of this Agreement and the Escrow Agent, as evidenced by its signature hereto, hereby acknowledges receipt of the Escrow Fees as of the date of this Agreement.

3. Deposit of Escrow Shares.

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(a) The Representative agrees with Parent that the Escrow Shares will be delivered directly to the Escrow Agent to be deposited into escrow and released in accordance with the terms and conditions of this Escrow Agreement.

(b) The Escrow Agent will accept the Escrow Shares upon their delivery and will hold them and administer them in accordance with the provisions of this Agreement.

4. Deposit of Escrow Cash.

(a) Parent shall cause to be delivered to the Escrow Agent a direct deposit of immediately available funds, payable to Odyssey Trust Company, in trust for the Shareholders, representing the Escrow Cash, to be held on the terms and conditions of this Agreement.

(b) The Escrow Agent will accept the Escrow Cash upon its delivery and will hold the Escrow Cash and administer the Escrow Cash in accordance with the provisions of this Agreement.

5. Voting of Escrow Shares. During the time that the Escrow Shares are held in escrow by the Escrow Agent, the registered shareholders thereof may exercise any voting rights attached to such Escrow Shares owned by them.

6. Escrow Release Provisions.

(a) The Escrow Agent shall hold the Escrow Shares in escrow on the following terms

and conditions:

(i) The Escrow Agent shall not release any Escrow Shares until it receives a joint written notice from Parent and the Representative that the Parent Adjustment Amount or Shareholder Adjustment Amount, as the case may be, has been determined in accordance with Sections 2.10 and 2.11 of the Merger Agreement and to release Escrow Shares as so directed. Upon such signed joint written notice, the Escrow Agent shall be entitled to and shall deliver such Escrow Shares, as so directed.

(ii) The Escrow Agent shall not release any further Escrow Shares until it receives a joint written notice from Parent and the Representative that the post-closing indemnification obligations are determined in accordance with Section 9.4 of the Merger Agreement and to release Escrow Shares as so directed. Upon such signed joint written notice, the Escrow Agent shall be entitled to and shall deliver such Escrow Shares as so directed

(b) The Escrow Agent shall hold the Escrow Cash in escrow on the following terms and conditions:

(i) The Escrow Cash will be deposited in a segregated bank account and the Escrow Agent will pay interest on such amount at a rate that it normally pays on similar funds held in trust.

(ii) The Escrow Agent shall not release any Escrow Cash until it receives a joint written notice from Parent and the Representative that the Parent Adjustment Amount or Shareholder Adjustment Amount, as the case may be, has been determined in accordance with Sections 2.10 and 2.11 of the Merger Agreement and to release Escrow Cash as so directed. Upon such signed joint written notice, the Escrow Agent shall be entitled to and shall deliver such Escrow Cash, as so directed.

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(iii) The Escrow Agent shall not release any Escrow Cash until it receives a joint written notice from Parent and the Representative that the post-closing indemnification obligations are determined in accordance with Section 9.4 of the Merger Agreement and to release the Escrow Cash as so directed, including and interest earned thereon. Upon such signed joint written notice, the Escrow Agent shall be entitled to and shall deliver such Escrow Cash and interest thereon, if any, as so directed.

7. Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent:

(a) The Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice.

(b) The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party or of any denial thereof, but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof.

(c) The Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and, except to the extent that the Escrow Agent's gross negligence or willful misconduct is the cause of any direct loss to Parent and/or the Representative, it shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything it may do or refrain from doing in connection herewith.

(d) Except for failure to comply with the terms of this Agreement, the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and Parent and the Representative hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise, except to the extent that the Escrow Agent's gross negligence or willful misconduct is the cause of any direct loss to Parent and/or the Representative.

(e) Upon the Escrow Agent's delivery of the Escrow Shares (or part thereof) and/or Escrow Cash (or part thereof) in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the Escrow Shares and/or Escrow Cash (or such part that is delivered).

(f) The Escrow Agent shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by Parent and the Representative and, if its duties herein are affected, unless it shall have given its prior written consent thereto.

(g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the

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purpose of discharging or determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained.

(h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder.

(i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction.

(j) The Escrow Agent is not a party to, and is not bound by, the Merger Agreement and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between Parent and the Representative, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such other transactions or agreements.

8. Interpleader. The Escrow Agent may, in its sole discretion, deliver the Escrow Shares and/or Escrow Cash into court by way of interpleader if any person, whether or not a party hereto, sues or threatens to sue the Escrow Agent in connection with the Escrow Shares and/or Escrow Cash or the actions or omissions of any of the parties hereunder including the Escrow Agent or if the Escrow Agent is unable or unwilling to continue acting and there is no replacement under Section 9 hereof within 30 days after the written notice of resignation in Section 9 hereof, or in the event of any disagreement or apparent disagreement between the parties hereto resulting in conflicting claims or demands with respect to the Escrow Shares and/or Escrow Cash or if any of the parties hereto, including the Escrow Agent, are in or appear to be in disagreement about the interpretation of this Agreement or about the rights and obligations of the Escrow Agent or the propriety of an action contemplated by the Escrow Agent under this Agreement. Upon the Escrow Agent making such delivery, the Escrow Agent shall be released from all its duties and obligations under this Agreement.

9. Resignation of Escrow Agent. The Escrow Agent may at any time upon giving at least 30 days' written notice to Parent and the Representative resign as Escrow Agent in favour of any person, firm or corporation named and agreed to by Parent and the Representative within such 30 days or, failing such agreement, in favour of any corporate trustee licensed to do business in one or more provinces of Canada that the Escrow Agent may name in such notice which agrees in writing with the other parties hereto to be bound by this Agreement as Escrow Agent. The Escrow Agent will deliver the Escrow Shares and Escrow Cash to the new Escrow Agent and shall then be released from all its duties and obligations under this Agreement but shall remain entitled to the benefit of Section 10 hereof.

10. Indemnification.

(a) In consideration of the premises and of the Escrow Agent agreeing to act hereunder, Parent and the Representative (solely on behalf of the Shareholders in his capacity as the Representative and not in his individual capacity) agree to save, defend and keep harmless and fully indemnify the Escrow Agent, its partners, associates, employees and agents, and their respective heirs, executors, administrators, successors and assigns, from and against all losses, costs, liabilities, charges, suits, demands, claims, damages and expenses of any nature (collectively, the "Losses") which the Escrow Agent, its successors or assigns, may at any time hereafter bear, sustain, suffer or be put to for or by any reason of or on account of its acting as escrow agent or anything in any matter relating thereto or by reason of the Escrow Agent's compliance with the terms hereof, except in the event any such Losses are caused by the Escrow Agent's gross negligence or willful misconduct. Notwithstanding anything to the contrary herein, Parent and the Representative agree, solely as between themselves, that any obligation for indemnification under this Section 10 (or for reasonable fees and expenses of the Escrow Agent described

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in Section 11 hereof) shall be borne by the party or parties determined by a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Parent and one-half by the Representative.

(b) Without restricting the foregoing indemnity, if proceedings are taken by arbitration or in any court respecting the Escrow Shares and/or the Escrow Cash, the Escrow Agent shall not be obliged to defend or otherwise participate in any such proceedings until it shall have such security as the Escrow Agent determines, in its sole discretion, to be adequate for its costs in such proceedings in addition to the indemnity set out above.

(c) The provisions of Sections 10(a) and 10(b) hereof will survive the resignation or removal of the Escrow Agent or the termination of this Agreement.

(d) None of the provisions contained in this Agreement shall require the Escrow Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless funded and indemnified as aforesaid.

11. Expenses.

(a) The Escrow Agent shall be entitled to be reimbursed for all expenses reasonably incurred in connection with acting as escrow agent hereunder, including without limitation, legal fees paid by the Escrow Agent in respect of this Agreement, such expenses and fees to be borne equally between the parties.

(b) The provisions of Section 11(a) will survive the resignation or removal of the Escrow Agent or the termination of this Agreement.

12. Ownership for Tax Purposes. Parent agrees that, for purposes of federal and other taxes based on income, Parent will be treated as the owner of the Escrow Cash, and that Parent will report its income, if any, that is earned on, or derived from, the Escrow Cash as its income in the taxable year in which such income is properly includable and pay any taxes attributable thereto. Parent shall promptly provide the Escrow Agent all tax reporting forms and information required by the Escrow Agent to promptly report the income on the Escrow Cash.

13. General.

(a) Notices. All notices, demands, requests, consents, approvals, declarations and other communications required or permitted to be given under this Agreement or any other Transaction Document shall be in writing and shall be sent by hand delivery, overnight courier, U.S. or Canadian mail, email or electronic delivery as follows:

If to Parent:

SLANG Worldwide Inc. 50 Carroll Street Toronto, Ontario M4M 3G3 Attention: Christopher Driessen, Chief Executive Officer Email: [Redacted Personal Information]

with a copy to (which shall not constitute notice to Parent):

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Arnold & Porter Kaye Scholer, LLP 1144 15[th] Street, Suite 2300 Denver, CO 80202 Attention: Michel J. Rowland, Esq. Email: [Redacted Personal Information]

If to the Representative:

Shayne Lynn [Redacted Personal Information] [Redacted Personal Information] with a copy to: William Mason, Esq. Gravel & Shea PC 76 St. Paul Street, P.O. Box 369 Burlington, Vermont 05402 Email: [Redacted Personal Information] Erica Rice, Esq. Foley Hoag Seaport West155 Seaport Boulevard Boston, MA 02210-2600 Email: [Redacted Personal Information]

If to the Escrow Agent:

Odyssey Trust Company #350, 300 5th Avenue SW Calgary, Alberta T2P 3C4 Attention: Corporate Trust Email: [Redacted Personal Information]

(b) Time of Essence. Time shall be of the essence of this Agreement in all respects.

(c) Further Assurances. Each party shall promptly do, execute, deliver, or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement that another party may reasonably require for the purposes of giving effect to this Agreement.

(d) Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. No party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior consent of the other parties.

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(e) Amendment. No amendment of this Agreement will be effective unless made in writing and signed by all of the parties hereto.

(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement.

(g) Waiver. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed by the parties to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or nonobservance or by anything done or omitted to be done by another party. The waiver by a party of any default, breach, or non-compliance under this Agreement shall not operate as a waiver of that party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

(h) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province and shall be treated, in all respects, as an Ontario contract.

(j) Counterparts. This Agreement may be executed by the parties in separate counterparts (by original or facsimile signature) each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall together be construed as one and the same document.

(k) Termination. This Agreement may be terminated at any time by and upon the receipt of the Escrow Agent of a joint written notice of termination executed by Parent and the Representative directing the delivery of the Escrow Shares and/or the payment of the Escrow Cash then held by the Escrow Agent under and pursuant to this Agreement and such termination will be effective immediately after compliance by the Escrow Agent with such direction. This Agreement shall automatically terminate if and when all of the Escrow Shares and Escrow Cash shall have been distributed by the Escrow Agent in accordance with this Agreement.

(l) Third party Determination. Parent hereby represents to the Escrow Agent that, except as otherwise provided in this Agreement, any account to be opened by, or interest to be held by, the Escrow Agent, in connection with this Agreement, for or to the credit of Parent, is not intended to be used by or on behalf of any third party other than the beneficiaries as expressly provided in this Agreement.

14. Privacy. The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals' personal information (collectively, "Privacy Laws") applies to certain obligations and activities under this Agreement. Notwithstanding any other provision of this Agreement, neither party shall knowingly take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Escrow Agent shall use commercially-reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Escrow Agent agrees (a) to have a designated chief privacy officer, (b) to maintain policies and procedures to protect personal

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information and to receive and respond to any privacy complaint or inquiry, (c) to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and to comply with applicable laws and not to use it for any other purpose except with the consent of or direction from Parent, the Representative, or the individual involved or as permitted by Privacy Laws, (d) not to sell or otherwise improperly disclose personal information to any third party, and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

15. Right Not to Act. The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Escrow Agent, in its sole judgment, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Escrow Agent, in its sole judgment, acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or antiterrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days' prior written notice sent to all parties hereby provided that (a) the Escrow Agent's written notice shall describe the circumstances of such non-compliance, and (b) that if such circumstances are rectified to the Escrow Agent's satisfaction within such 10 day period, then such resignation shall not be effective.

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IN WITNESS WHEREOF , the parties have executed and delivered this Agreement on the day and year first above written.

PARENT:

SLANG WORLDWIDE INC.,

a federally incorporated Canadian corporation

By: Name: Title:

SIGNATURE PAGE TO ESCROW AGREEMENT

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REPRESENTATIVE:

Shayne Lynn, in his capacity as the Representative

(Signature)

SIGNATURE PAGE TO ESCROW AGREEMENT

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ESCROW AGENT:

ODYSSEY TRUST COMPANY, solely in its capacity as the Escrow Agent

By: Name: Title:

SIGNATURE PAGE TO ESCROW AGREEMENT

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EXHIBIT C

Lockup Agreement

(as attached)

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AI assistant

SLANG Worldwide Inc. — M&A Activity 2021

47560_rns_2021-07-05_175480e8-55dc-4d9d-a6a2-5081dfff6f1c.PDF

AGREEMENT AND PLAN OF MERGER

HIGH FIDELITY, INC.,

SHAYNE LYNN,

“Installment Merger Consideration” has the meaning set forth in Section 2.9.2.

ARTICLE 2 THE MERGER

2.7 Surrender and Exchange of Company Shares .

2.8.1 Defined Terms.

2.9 Payment of Merger Consideration .

2.10 Closing Statement; Disputes .

2.11 Adjustment to Estimated Closing Merger Consideration .

2.12 Post-Closing Additional Consideration.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.7 Capitalization of the Company .

3.8 Capitalization of Subsidiaries .

3.9 Assets Used in the Business .

3.14 Contracts .

3.15 Employee Benefit Plans .

3.15.2 With respect to each Employee Benefit Plan of any Acquired Company:

3.16 Employment Matters .

3.18 Insurance .

3.21 Real Property .

3.22 Environmental .

3.23 Intellectual Property .

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

ARTICLE 5 SECURITIES REPRESENTATIONS OF PARENT

5.2 Parent Filings .

ARTICLE 6 COVENANTS

6.3 Updated Information .

6.9 Taxes . The parties hereby covenant and agree as follows:

6.12 [ Redacted – Commercially Sensitive Information ] .

6.13 Employee Benefits.

6.14 Board Representation .

ARTICLE 7 CLOSING

Section 7.3.9;

ARTICLE 8 TERMINATION

ARTICLE 9 INDEMNIFICATION

9.1 Survival .

9.2 Indemnification by Shareholders .

9.4 Payments; Procedure .

ARTICLE 10 MISCELLANEOUS

10.10 Governing Law; Jurisdiction; Service of Process .

COMPANY:

HIGH FIDELITY, INC.,

PARENT:

SLANG WORLDWIDE INC.,

MERGER SUB:

SLANG VERMONT, INC.,

REPRESENTATIVE:

ANNEX A

Consideration Allocation Schedule

EXHIBIT A

EXHIBIT B

EXHIBIT B

ESCROW AGREEMENT

2. Appointment of Escrow Agent.

3. Deposit of Escrow Shares.

4. Deposit of Escrow Cash.

6. Escrow Release Provisions.

10. Indemnification.

11. Expenses.

13. General.

PARENT:

SLANG WORLDWIDE INC.,

REPRESENTATIVE:

ESCROW AGENT:

EXHIBIT C

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