8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2021 (March 30, 2021)  

Allied Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada	0-27675	33-1227173
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1405 St. Paul St., Suite 201, Kelowna, BC Canada	V1Y 9N2
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (877) 255-4337 

___________________________________________________

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On or about March 30, 2021 the Registrant’s wholly owned subsidiary Tactical Relief, LLC, a Delaware limited liability company, entered into a 25-year land lease in the Las Vegas area (the “Land Lease”) with a wholly-owned subsidiary of FIORE Cannabis, Marapharm Las Vegas, LLC, a Nevada limited liability company (“Marapharm”). This land has ample space to install Allied’s building and further space for future expansion. Allied has completed the construction of an approximate $3.5 million, 9,000 square foot, GMP-complaint facility that is ready to be deployed from the Las Vegas construction factory to this land location. The building has ample space for cannabis cultivation and research as well as large scale product packaging and fulfillment. This building will be deployed to the location in the Las Vegas area and is ready for production.

In addition, Allied’s wholly owned subsidiary, Allied US Products LLC, a Nevada limited liability company, entered into an asset purchase agreement (the “Asset Purchase Agreement”) for the purchase of a Nevada State US-based cannabis license from Marapharm. As Nevada is not issuing any new licenses this asset is a key piece of Allied’s business plan and international vertifically integrated supply chain. The Asset Purchase Agreement provides for a purchase price of $1,500,000, payable $150,000 within 45 days and the balance paid pursuant to a promissory note (the “Promissory Note”) from 50% of the net operating income from the facility.

Allied US Products LLC, also entered into a master services agreement (the “Services Agreement”) with Marapharm, a Nevada registered company that has the required licenses to operate the facility and will manage all activities that involve touching the plant. This includes all activities and actions needed to operate and manage the facility and equipment, as well as, perform all cannabis cultivation, production, sales and distribution activities. Allied Corp has sought expert legal opinion regarding corporate structuring in order to structure these agreements such that Allied Corp, as a publicly traded company, will not directly engage in any activities that involve touching the plant.

The precise terms of the Land Lease, the Asset Purchase Agreement, the Promissory Note and the Services Agreement are set forth in the exhibits attached hereto.

Item 9.01 Financial Statements and Exhibits.

The following Exhibits are included herein:

Exhibit No.	Description
10.1	Land Lease dated as of March 30, 2021 between Marapharm Las Vegas LLC and Tactical Relief LLC.
10.2	Asset Purchase Agreement dated as of March 30, 2021 between Marapharm Las Vegas LLC and Allied US Products, LLC.
10.3	Promissory Note dated as of March 30, 2021 from Allied US Products LLC in favor of Marapharm Las Vegas LLC.
10.4	Services Agreement dated as of March 30, 2021 between Marapharm Las Vegas LLC and Allied US Products LLC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Allied Corp.
	(Registrant)
Dated: April 7, 2021	By:	/s/ Calum Hughes
		Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

LAND LEASE

THIS LAND LEASE (this “Lease”) is entered into as of the 30th day of March, 2021 (“Effective Date”), between MARAPHARM LAS VEGAS LLC, a Nevada limited liability company with a place of business at 102-1561 Sutherland Ave., Kelowna, BC Canada V1Y 5Y7 (“Marapharm”), and TACTICAL RELIEF, LLC, a Delaware limited liability company with a place business at 201 – 1405 St Paul St., Kelowna, British Columbia (“Tactical Relief”).

RECITALS:

A. Marapharm is the beneficial owner of land located at 13435 Apex Harbor Lane, North Las Vegas, 89124 (APN 103-13-010-037) in Clark County, State of Nevada, as more fully set forth on Exhibit A hereto (the “Land”).

B. Marapharm and Tactical Relief desire to enter into this Lease. The Lease will be entered into between Marapharm and Tactical Relief.

NOW, THEREFORE, in consideration of the covenants and agreements of the parties contained in this Lease, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Marapharm and Tactical Relief agree as follows:

1. Premises. Marapharm, in consideration of the rents reserved and the terms, conditions, covenants and agreements herein contained, hereby leases to Tactical Relief, and Tactical Relief hereby hires from Marapharm, that certain portion of the Land set forth on Exhibit B hereto (the “Premises”), together with all rights which apply to and/or benefit the Premises, whether now or hereafter acquired, including all rights, privileges, tenements, licenses, hereditaments, rights-of-way, easements, utility use, appendages and appurtenances appertaining thereto, all betterments, additions, alterations, substitutions, replacements and revisions thereof and thereto, but subject to all rights-of-way, easements, restrictions and encumbrances of record, and the Improvements (as such term is defined in Section 16 hereof, which does not include the Tactical Relief building and equipment).Marapharm and Tactical Relief acknowledge and agree that the first footprint of the Premises will be set at 15,000 sq. ft., which will include enough space for Tactical Relief’s approximately 9,000 sq. ft. building, plus parking and set back areas as required under applicable law, and that the footprint of the Premises may be increased during the Lease term subject to the mutual written agreement of the parties.By entering into this Lease, Tactical Relief accepts the Premises in the condition they are in as of the date of this Lease, as is, without warranty or representation of any kind as to the condition or quality of the Premises.Tactical Relief represents that the Premises, including the improvements thereon, utilities, subsurface conditions, and the present uses and non-uses thereof, have been examined by Tactical Relief, and Tactical Relief accepts the same, without recourse to Marapharm except as expressly provided in this Lease, in the condition and state in which they or any of them now are, without representation or warranty, express or implied in fact or by law, as to the nature, condition or usability thereof or as to the use or uses to which the Premises or any part thereof may be put or as to the prospective income from, and expenses of operation of, the Premises.

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The Premises are leased together with and subject to the following:

(a) The non-exclusive right of Tactical Relief to construct, install, maintain, repair, replace, use and operate, in, on, over and across the Premises, such roads as may be required for reasonable access to and from the Premises in accordance with plans approved in advance by Marapharm, which approval shall not be unreasonably withheld or delayed.

(b) The non-exclusive right of Tactical Relief to acquire, construct, install, maintain, repair, replace, use and operate, in, on, over and across the Premises, such electric power, water, sanitary, storm sewer, and other utility lines serving the Premises as may be reasonably required in order for Tactical Relief to operate the Premises for the permitted use set forth in Section 5, to the extent required by law, provided that such electric power, water, sanitary, storm sewer, and other utility lines shall be located, designed and constructed in accordance with plans approved in advance by Marapharm, which approval shall not be unreasonably withheld or delayed.

2. Rights Reserved to Marapharm. In addition to any other rights of Marapharm, Marapharm reserves the following rights with respect to the Premises:

(a) The right, at any reasonable times during the term of this Lease, and with reasonable notice to Tactical Relief, or, at any time in the event of an emergency, to enter upon the Premises, to inspect the same and any Improvements erected and placed thereon, and all activities occurring thereon, so long as such inspection does not unreasonably interfere with Tactical Relief’s operations on and uses of the Premises as permitted by this Lease.If Tactical Relief fails to perform any of Tactical Relief’s obligations under this Lease, Marapharm may enter upon the Premises after ten (10) days’ prior written notice to Tactical Relief (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Tactical Relief’s behalf,and Tactical Relief shall promptly pay to Marapharm a sum equal to 115% of the cost thereof.

3. Term of Lease. The term of this Lease shall be twenty-five (25) years, commencing on the Effective Date and subject to earlier termination pursuant to the any of the terms, covenants, or conditions of this lease or pursuant to applicable law. Provided that no Event of Default has occurred and is continuing, Marapharm shall provide written notice to Tactical Relief no more than two (2) years and no less than one (1) year prior to the expiration of the Initial Term indicating whether or not the Initial Term may be extended by Tactical Relief and the terms on which Marapharm would agree to extend the Initial Term, as determined by Marapharm in its sole discretion.References to the “term of this Lease” or “Lease term” shall mean the Initial Term and, if Marapharm elects to grant Tactical Relief the option to extend the term and Tactical Relief exercises such option in accordance with this Lease, the agreed upon extension period.

4. Rent.

(a) In consideration of the possession, use and occupancy of the Premises as set forth herein, Tactical Relief and its successors and assigns shall pay, in addition to payments of Additional Rent (as such term is defined in Section 4(b) hereof), the Profit Distribution (as such term is defined in Section 4(c) hereof), and all other obligations provided for hereunder, annual rent (“Annual Rent”), payable in monthly installments on the first day of each month.Payments of Annual Rent shall commence upon the date on which the first cannabis plant has been planted and is growing on the Premises, shall be made in the amounts set forth below, and shall be prorated for any partial month:

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Lease Years	Annual Rent (per Square Foot of the Premises)		Monthly  Installment of Annual Rent (per Square  Foot of the Premises
1-5	$	1.20	$	0.100
6-10	$	1.44	$	0.120
11-15	$	1.62	$	0.135
16-20	$	1.82	$	0.152
21-25	$	2.05	$	0.171

(b) Any and all sums of money or charges (other than Annual Rent and the Profit Distribution) required to be paid by Tactical Relief to Marapharm under this Lease shall be deemed additional rent (“Additional Rent”) and shall be due and payable within thirty (30) days following demand if no other time for payment is specified.Annual Rent, the Profit Distribution, and Additional Rent are hereinafter collectively referred to as the “Rent”.Tactical Relief covenants to pay, without notice or demand and without deduction or set-off for any reason whatsoever except as expressly provided in this Lease, the Rent and all other sums which under any provision of this Lease may become due hereunder, from Tactical Relief to Marapharm at the times and in the manner provided herein.Marapharm shall have the same rights and remedies for the non-payment of Additional Rent or the Profit Distribution as in the case of the non-payment of Annual Rent.

(c) Commencing on the Effective Date and continuing throughout the term of this Lease, Landlord shall receive a profit distribution (the “Profit Distribution”) in an amount equal to fifty percent (50%) of the “Net Operating Income” (as defined below) derived from the operation of Tactical Relief’s or its affiliate’s cannabis cultivation, marketing, and sales facility located at the Premises (the “Facility”). Such amounts shall be paid to Marapharm on or before the thirtieth day of each month immediately following the end of each calendar quarter (April 30^th, July 30^th, October 30^th, and January 30^th).Notwithstanding anything to the contrary contained in this Lease, as both Marapharm and Tactical Relief prepare quarterly financials, payments will be reconciled and paid on a quarterly basis to reduce the time and cost of financial reconciliation if this was done monthly.“Net Operating Income” is defined as the total revenue made from the proceeds of sale of any products from the Facility (with the exception of products from Colombia) minus operating expense payments (which for the avoidance doubt shall include any and all fees reimbursed to Landlord under the Services Agreement), as computed in accordance with generally accepted accounting principles, consistently applied; provided, however, that in computing Net Operating Income, total revenue will not be reduced for amortization, depreciation, taxes, or interest. The Facility’s Net Operating Income shall be mutually determined by Service Provider and Customer acting reasonably and in good faith, and a transparent accounting will be conducted and any items can be challenged.

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(d) All Rent payable hereunder shall be paid in lawful money of the United States of America at Marapharm’s address for notices set forth in Section 23, to such other person at such address as Marapharm may from time to time specify in writing to Tactical Relief, or at Marapharm’s option (at any time upon not less than thirty (30) days’ prior written notice), by wire transfer of immediately available funds to an account at a bank designated by Marapharm in writing.

(e) If Tactical Relief shall fail to make any payment of Rent payable hereunder within five (5) days after receiving written notice from Marapharm that the same is past due, Tactical Relief shall pay Marapharm a late charge of 5% of the amount of such payment from the date due until the date paid; provided, however, that Marapharm shall not be required to provide notice of any delinquent Rent more than two (2) times per calendar year.In addition, if Tactical Relief fails to make any payment of Rent when due, Tactical Relief shall pay interest thereon from the date due until the date paid at a rate of 10% calculated on the basis of a 360-day year with twelve (12) months of 30 days each.

5. Use of Premises. Tactical Relief shall use the Premises solely for the construction and operation of a facility for the receipt, storage, cultivation, marketing, product development and processing and additional activities related to the sale of cannabis and for no other purpose unless approved in advance by Marapharm in writing.

6. No Mortgages. Tactical Relief shall not mortgage, pledge, or encumber the leasehold estate created by this Lease or any portion thereof or interest therein except with the prior approval of Marapharm.

7. Amendment of Lease. Any amendments to this Lease shall be subject to the prior written approval of Tactical Relief and Marapharm.

8. Assignments and Subletting; Special Right of Termination.

(a) Except as otherwise provided in this Lease, Tactical Relief shall not assign, pledge, encumber, hypothecate or transfer all or any part of Tactical Relief’s interest in this Lease, whether voluntarily or involuntarily, by operation of law or otherwise, and shall not sublease all or any portion of the Premises, without the prior written consent of Marapharm, which consent shall not be unreasonably withheld or delayed.Upon written notice to Marapharm, but without obtaining the consent of Marapharm, Tactical Relief may sublease all or any portion of the Premises to any entity directly or indirectly in control or under the Control (as defined below) of Tactical Relief.For purposes hereof, the term “Control” means the ownership of more than 50% of the outstanding voting ownership interests or the power to direct the management of the party in question.If Tactical Relief’s interest in this Lease is assigned or transferred in violation of the provisions of this Lease, such assignment or transfer shall be void and of no force and effect against Marapharm.Except as otherwise agreed in writing by Marapharm, neither any assignment or transfer nor any subleasing, occupancy, or use of the Premises or any part thereof by any person, nor any collection of Rent by Marapharm from any person other than Tactical Relief, nor any application of any such Rent shall, in any circumstances, relieve Tactical Relief of its obligations under this Lease.

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(b) Subsequent to that date which is five years from the date hereof, upon the occurrence of a bonafide “Change of Control” of either Marapharm or Tactical Relief, then the party subject to the Change of Control may elect to terminate this Lease upon ninety (90) days’ written notice to the other party, whereupon this Lease shall terminate and be of no further force and effect and the parties shall have no further liability or obligation to the other (except for those liabilities and obligations that expressly survive the expiration or earlier termination of the Lease).For purposes of this Lease, “Change of Control” means the consummation of a merger or consolidation of Marapharm or Tactical Relief with or into another entity or any other corporate reorganization, if more than a majority of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by person(s) who were not holders of a majority of Marapharm’s or Tactical Relief’s outstanding voting power immediately prior to such merger, consolidation or other reorganization; or the sale, transfer, or other disposition of (but not the creation of a mere security interest in) all or substantially all of Marapharm’s or Tactical Relief’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of Marapharm’s or Tactical Relief’s organization, convert Marapharm or Tactical Relief into a different form of entity, or to create a holding company, so long as Marapharm, Tactical Relief, or the holding company, as the case may be, will be owned in substantially the same proportions by the persons who held Marapharm’s or Tactical Relief’s securities immediately prior to such transaction.

9. Compliance with Law. Tactical Relief shall not use or cause or permit to be used any part of the Premises for any conduct or purpose which constitutes a nuisance or waste of the Premises or which violates any applicable law, regulation, code or ordinance, or any order of any court or governmental authority having jurisdiction over the Premises.Tactical Relief shall promptly comply, at its expense, with all laws, regulations, codes, ordinances and governmental requirements relating to or affecting the Premises or Tactical Relief’s use or occupancy thereof.Marapharm shall not impose any additional requirements that would materially and adversely affect Tactical Relief’s use of the Premises for the purposes set forth in this Lease.

10. Hazardous Substances. Tactical Relief covenants and hereby agrees that Tactical Relief shall not, during the term of this Lease, permit toxic or hazardous substances or wastes, pollutants or contaminants, including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et. seq., and any other substance similarly defined or identified in any other federal, state or tribal laws, rules or regulations relating to the protection of the environment (collectively, “Hazardous Substances”), to be generated, treated, stored, transferred from, discharged, released or disposed of, or otherwise placed, deposited in or located on, used, transported over, or otherwise entered on or into the Premises, except in accordance with all applicable state, federal, and state laws, regulations, rules, codes and ordinances relating to the protection of the environment (“Environmental Laws”); nor shall Tactical Relief undertake any activity on the Premises that would cause or contribute to the Premises becoming a treatment, storage or disposal facility for Hazardous Substances within the meaning of any applicable Environmental Laws.The foregoing provision shall not be deemed to prohibit the incidental storage or use of Hazardous Substances in the ordinary course of Tactical Relief’s business, provided such storage or use is in compliance with all applicable Environmental Laws.

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11. Exculpation. Neither Marapharm nor its members, managers, officers, agents or employees shall be liable to Tactical Relief or its successors, assignees or subtenants for any loss, damage, or injury of any kind whatsoever to the person or property of Tactical Relief or any sublessee, or any other person, caused by any use or condition of the Premises or by any defect in any structure erected thereon, or arising from any accident, fire or other casualty on the Premises.

12. Indemnification of Marapharm Indemnitees. Marapharm shall not be liable, and Tactical Relief shall defend, indemnify and hold Marapharm, its members, managers, officers, agents and employees (collectively, the “Marapharm Indemnitees”), harmless against all liability, claims of liability, obligations, suits, damages, penalties, claims, costs, charges, and expenses, including attorney’s fees, that may be imposed upon the Marapharm Indemnitees by reason of:

(a) Any work or things done in, on or about the Premises and/or the Improvements, as hereinafter defined, or any part thereof;

(b) Any use, nonuse, possession, occupation, condition, operation, or maintenance of the Premises and/or the Improvements;

(c) Any negligence on the part of Tactical Relief or any of Tactical Relief’s agents, contractors, servants, employees, subtenants, licensees, or invitees;

(d) Any accident, injury, or damage to any person or property occurring in, on, or about the Premises and/or the Improvements or any part thereof;

(e) Any failure by Tactical Relief to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or complied with; and

(f) Any tax attributable to the execution, delivery, or recording of this Lease or any modification thereof.

Tactical Relief’s obligation to defend the Marapharm Indemnitees hereunder shall be by counsel reasonably acceptable to Marapharm, and “attorney’s fees” shall include both reasonable attorneys’ fees and paralegals’ fees and expenses. In the event that any action or proceeding is brought against the Marapharm Indemnitees by reason of any of the matters set forth in parts (a) through (f) above, then Tactical Relief upon notice from Marapharm, shall protect and defend at Tactical Relief’s sole expense such action or proceeding by counsel reasonably satisfactory to Marapharm, and in the event Tactical Relief shall fail to protect and defend the Marapharm Indemnitees, then Marapharm may undertake to protect and defend the Marapharm Indemnitees and Tactical Relief shall pay to Marapharm, upon demand, all costs and expenses incurred by Marapharm in connection therewith, including, without limitation, all attorneys’ fees and expenses.The provisions of this Section 12 are for the sole benefit of the Marapharm Indemnitees, and may not be relied on or enforced by any other party.The indemnification obligations under this Section 12 are binding on the successors and assigns of Tactical Relief, and such indemnification obligations shall survive the expiration or earlier termination of the Lease, or the dissolution or, to the extent allowed by law, the bankruptcy of the Tactical Relief.

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13. Net Lease; Payment of Taxes and Other Expenses. This Lease is an absolute net lease.Commencing on the Effective Date, Tactical Relief shall pay as Additional Rent, in addition to the payments of Annual Rent and the Profit Distribution, all costs and expenses of every kind and nature whatsoever relating to arising from the Premises, as determined by Marapharm in its commercially reasonable discretion, including all costs and expenses arising from or related to the leasing, owning, operating, constructing, maintaining, repairing, replacing, and insuring the Premises and any improvements located thereon, all charges for water, sewer and other utilities (including corresponding costs for hookups and costs to bring such utilities to the Premises) services furnished to the Premises, and all fees, taxes, assessments and other charges which may be levied against the Premises or Tactical Relief’s interest in the Premises by Marapharm or any other governmental authority having the power to levy such fees, taxes, assessments or other charges, and which are payable during the term of the Lease.Marapharm shall not impose any new or additional taxes, fees, assessments or other charges on the Premises or Tactical Relief, except for reasonable, nondiscriminatory charges for utilities or other governmental services relating to or arising from the Premises, or any fees, taxes, assessments and other charges imposed by any governmental authority.

14. Repair Obligations: Insurance.

(a) Tactical Relief will, at its expense, maintain, repair and replace, whether as a result of casualty, or otherwise, the Premises and all Improvements now located or hereafter constructed thereon pursuant to the terms of this Lease in order that the same is in good, safe and habitable condition throughout the term of this Lease, ordinary wear and tear excepted and in any event in a condition satisfactory to Marapharm in its reasonable discretion.

(b) Tactical Relief shall maintain or cause the manager of the operations at the Premises to maintain adequate “all-risk” property insurance in an amount equal to the full replacement value of all buildings and other improvements and fixtures located on the Premises against loss throughout the term of this Lease.In addition, Tactical Relief shall maintain or cause the manager of the operations at the Premises to maintain comprehensive general liability insurance against claims for bodily injury, death or property damage occurring in, on or about the Premises with a combined single limit of at least $1,000,000 per occurrence, together with an umbrella policy of liability insurance providing additional coverage of at least $2,000,000 per occurrence.All such policies of insurance shall (i) name Marapharm as an additional insured and loss payee, (ii) provide for 30 days’ advance written notice to Marapharm prior to any modification or cancellation thereof, (iii)provide, to the extent permitted by law, that such insurance shall be primary without reduction or right of offset or contribution on account of any insurance provided by Marapharm, and (iv) shall be in form and substance, and issued by insurance companies, reasonably satisfactory to Marapharm.Any insurance proceeds received as a result of damage or destruction shall be applied first to the cost of restoration of any Improvements located on the Premises and to reimburse Marapharm for expenses incurred in collecting such proceeds, subject to such reasonable controls as may be required by Marapharm, and the remainder, if any, shall be paid to Tactical Relief.Tactical Relief shall provide Marapharm with a duplicate original of each of Tactical Relief’s insurance policies and renewals thereof prior to commencement of the Lease term and prior to expiration of any existing policy.

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(c) At all times before the expiration or earlier termination of this Lease, while any construction is conducted by or on behalf of Tactical Relief in or on the Premises, Tactical Relief shall maintain, and cause its contractors to maintain, Workers’ Compensation Insurance as required by the laws of the State of Nevada. The Workers’ Compensation policy must include Coverage B-Employer’s liability limits of: (i) Bodily Injury by Accident $1,000,000 for each accident and (ii) Bodily Injury by Disease $1,000,000 for each employee. Tactical Relief shall require all subcontractors performing work under this Lease to obtain an insurance certificate showing proof of Workers’ Compensation and Employer’s Liability Insurance.

15. Alterations; Prohibition Against Liens. Other than the Xtreme Cubes building which will be placed on the Premises following the written approval of Marapharm, unless authorized by Marapharm in writing, no building or other improvement shall be constructed or materially altered, i.e., alterations that, individually or in the aggregate, exceed $10,000, by Tactical Relief, and no grading, excavating or other construction activity shall be commenced, on the Premises unless complete and final plans and specifications for such construction or alteration have been submitted to and approved by Marapharm.Any such approval of Marapharm shall not be unreasonably withheld or delayed.Any such construction or alteration shall be commenced and completed promptly and in a good and workmanlike manner using new, top quality materials and in compliance with all applicable permits, authorizations and building, zoning and other laws and ordinances.Tactical Relief shall not create or permit to be created or to remain, and shall promptly discharge, any lien, encumbrance, or charge levied on account of any mechanic’s, laborer’s, or materialman’s lien which might or does constitute a lien, encumbrance, or charge upon the Premises, or any part thereof, or the income therefrom.

16. Surrender of Possession; Ownership of Improvements. Tactical Relief agrees peaceably to surrender to Marapharm possession and occupancy of the Premises together with the then existing Improvements constructed and located thereon and therein, in the same condition as when the construction of Improvements was completed, only normal wear and tear excepted, at the termination or expiration of this Lease.Except with respect to Tactical Relief’s Xtreme Cubes building and all additions thereof and thereto, any and all buildings, improvements, and related facilities now existing or hereafter constructed on the Premises, including utilities constructed or installed in or on the Premises by or at the expense of Tactical Relief, and all repairs, remodeling or additions thereof or thereto (collectively, the “Improvements”) shall, upon such construction and/or installation, become a part of the Premises leased to Tactical Relief pursuant to the terms of this Lease, and all references in this Lease to “Premises” shall from and after such construction and/or installation include the Improvements.Any and all equipment, furniture, Trade Fixtures (as defined below) and other personal property of Tactical Relief used in connection with the use and operation of the Premises and the Improvements (the “Equipment”), shall be and remain the separate, personal property of Tactical Relief throughout the term of this Lease.For purposes hereof, “Trade Fixtures” shall mean articles which are easily removable, and which are placed by and at the sole expense of the lessee in or attached to the Improvements to prosecute the trade or business of the lessee for which it occupies the Improvements or for use in connection with such business or to promote convenience and efficiency in conducting such business.Tactical Relief may remove all or any part of the Xtreme Cubes building and Equipment upon termination or expiration of this Lease, provided that Tactical Relief shall repair and be responsible for any damage done to the Premises by such removal.If the Xtreme Cubes building or any Equipment which Tactical Relief has the right to remove is not removed within 90 calendar days after the date of expiration or termination of this Lease, and provided that Marapharm does not interfere with such timely removal, such property shall automatically become the property of Marapharm and may be used, sold, transferred or otherwise disposed of by Marapharm in any manner, in Marapharm’s sole discretion, and at the expense of Tactical Relief.

17. Default.

(a) The occurrence of any of the following events shall constitute an “Event of Default” by Tactical Relief under this Lease:

(i) Tactical Relief fails to pay when due any amount required to be paid by Tactical Relief under this Lease and such failure continues for 30 days after written notice thereof from Marapharm to Tactical Relief; or

(ii) Tactical Relief fails to observe or perform any other covenant or obligation of Tactical Relief under this Lease and such failure continues for 60 days (or, if such default cannot reasonably be cured within 60 days, for such longer period reasonably required to cure such default provided that Tactical Relief has within such 60 days promptly commenced curing such default and diligently pursues such cure to completion) after written notice from Marapharm to Tactical Relief; or

(iii) Tactical Relief or its affiliate has (A) defaulted under the Asset Purchase Agreement, dated as of even date herewith (“Purchase Agreement”), by and between Marapharm and Allied US Products, LLC, a Nevada limited liability company (“Allied US”), the Promissory Note dated as of even date herewith (the “Note”) by Allied Corp., a Nevada corporation, in favor of Marapharm, or the Services Agreement dated as of even date herewith (the “Services Agreement”) between Marapharm and Allied US, (B) failed to cure such breach (if applicable), and (C) Marapharm is entitled to terminate the Purchase Agreement, the Note, or the Services Agreement, as the case may be, in accordance with the terms of the respective agreement;

(iv) If Tactical Relief:

(1) shall commence any proceeding or any other action relating to it in bankruptcy or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under the United States Bankruptcy Act, as amended, or under any other insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing;

(2) shall admit in writing its inability to pay its debts as they mature in any petition or pleading in connection with any such proceeding;

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(3) shall apply for, or consent to or acquiesce in, an appointment of a receiver, conservator, trustee or similar officer for it or for all or substantially all of its assets and property;

(4) shall make a general assignment for the benefit of creditors; or

(5) shall admit in writing its inability to pay its debts as they mature; or

(v) If any proceedings are involuntarily commenced or any other action is taken against Tactical Relief in bankruptcy or seeking reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under the United States Bankruptcy Act, as amended, or under any other insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing; or a receiver, conservator, trustee or similar officer for Tactical Relief or for all or substantially all of its assets and properties is appointed; and in each such case, such event continues for ninety (90) days undismissed, unbounded and undischarged; or

(vi) Tactical Relief pledges, encumbers, hypothecates, transfers, assigns, or conveys its interest in this Lease or any part thereof, to anyone in violation of the terms of this Lease.

(b) Upon the occurrence of an Event of Default, Marapharm shall have the right to terminate this Lease by giving Tactical Relief written notice, and thereupon the rights of Tactical Relief in and to the Premises and all Improvements thereon shall cease and end, and Tactical Relief and all persons claiming under Tactical Relief shall quit and surrender possession of the Premises and all Improvements thereon to Marapharm.

(c) If Marapharm fails to perform or observe any of the terms, covenants, or conditions contained in this Lease on its part to be performed or observed within ten (10) days after written notice specifically describing such default from Tactical Relief or, when more than then (10) days shall be required because of the nature of the default, if Marapharm shall fail to proceed diligently to cure such default after written notice thereof from Marapharm, said failure shall constitute a default by Marapharm under this Lease.Upon the occurrence of a default of this Lease by Marapharm, Tactical Relief shall have the right to terminate this Lease by giving Marapharm written notice, and thereupon the obligations of Tactical Relief in and to the Premises and all Improvements thereon shall cease and end, and Tactical Relief and all persons claiming under Tactical Relief shall quit and surrender possession of the Premises and all Improvements thereon to Marapharm.

18. Any termination of this Lease, as herein provided, shall not relieve Tactical Relief from the payment of any sum or sums that shall then be due and payable to Marapharm hereunder or any claim for damages then or theretofore accruing against Tactical Relief hereunder, and any such termination shall not prevent Marapharm from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Tactical Relief for any default thereunder.All rights, options and remedies of Marapharm contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Marapharm shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease.

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19. At Marapharm’s option, if Tactical Relief has breached this Lease and has abandoned the Premises, no notice of termination will be given, and this Lease will continue in effect for so long as Marapharm does not terminate Tactical Relief’s right to possession.Marapharm may in that case enforce all its rights and remedies under this Lease, including the right to recover Rent as it becomes due.

20. Dispute Resolution and Consent to Suit.

(a) Marapharm and Tactical Relief irrevocably submit to the exclusive jurisdiction (except for arbitration proceedings as provided for in Section 20(b) or proceedings instituted in regard to the enforcement of a judgment of any such court or, to the extent provided in Section 20(b), any arbitrator, as to which such jurisdiction is non-exclusive) of the courts of Clark County, Nevada (“Applicable Courts”) in any such suit, action or proceeding (each a “Permitted Claim”) which seeks to (i) enforce and interpret the terms of this Lease, and award and enforce against Marapharm or Tactical Relief, as applicable, the award of damages owing as a consequence of a breach thereof, whether such award is the product of litigation, administrative proceedings, or arbitration, (ii) determine whether any consent or approval of Marapharm or Tactical Relief has been improperly granted or unreasonably withheld, and (iii) enforce any judgment prohibiting Marapharm or Tactical Relief from taking any action, or mandating or obligating Marapharm or Tactical Relief to take any action, including a judgment compelling Marapharm or Tactical Relief to submit to binding arbitration.Service of any process, summons, notice or document by mail to such party’s address set forth below shall be effective service of process for any suit, action or other proceeding brought in any such court.The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Applicable Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court or arbitration proceeding that such suit, action or other proceeding has been brought in an inconvenient forum.

(b) Arbitration. Marapharm and Authority agree that if the Applicable Courts lack or are unwilling to hear a dispute for which a waiver of sovereign immunity has been given pursuant to this Section 20(b), then any proper party to such dispute may request binding arbitration of such dispute.The dispute shall be settled in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

21. Intentionally Omitted.

22. Intentionally Omitted.

23. Successors Bound. The terms of this Lease shall benefit and be binding upon the successors and assigns of Marapharm and the successors and permitted assigns of Tactical Relief in like manner as upon the original parties, except as otherwise provided in this Lease.

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24. Quiet Enjoyment. Marapharm covenants that at all times during the term of this Lease, so long as no Event of Default has occurred and is continuing hereunder, that Tactical Relief’s quiet enjoyment of the Premises or any part thereof shall not be disturbed by any act of Marapharm or anyone acting by, through or under Marapharm.

25. Notices. Any notice required by or sent pursuant to any provision of this Lease shall be in writing and shall be deemed given if and when it is personally delivered or sent by certified mail addressed, until some other address is designated in a notice so given, as follows:

If to Marapharm:	Marapharm Las Vegas LLC 102-1561 Sutherland Ave Kelowna, BC Canada, V1Y 5Y7 Attn:Erik Anderson, Manager Email:eanderson@fiorecannabis.com
with a copy (which shall not constitute notice) to:
	Snell & Wilmer L.L.P. 3883 Howard Hughes Parkway, Suite 1100 Las Vegas, NV 89169 Attn: Charles E. Gianelloni Email:cgianelloni@swlaw.com
If to Tactical Relief:	Tactical Relief, LLC 201 – 1405 St Paul St. Kelowna, British Columbia Canada V1Y 2E9 Attn:Calum Hughes, Chief Executive Officer Email:calum@allied.health
with a copy (which shall not constitute notice) to:
	Cutler Law Group, P.C. 6575 West Loop South, Suite 500 Bellaire, TX 77401 Attn: M. Richard Cutler Email: rcutler@cutlerlaw.com

26. Governing Law. This Lease, the parties’ obligations hereunder, and any disputes hereunder shall be governed by and interpreted and construed in accordance with the laws of the State of Nevada, provided that nothing herein shall be deemed to modify the provisions of Section 9 and Section 13 of this Lease.

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27. Recording. A memorandum of this Lease in the form mutually agreed upon by Marapharm and Tactical Relief shall be recorded in the appropriate Land Titles and Records Office of Clark County, Nevada.

28. Invalid Provisions. If any clause, section, article, paragraph, or subparagraph of this Lease shall be unenforceable or invalid, such material shall be read out of this Lease and shall not affect the validity of any other clause, section, article, paragraph, or subparagraph, or give rise to any cause of action of either party to this Lease against the other, and the remainder of this Lease shall be valid and enforceable to the fullest extent permitted by law.

29. Waiver. The waiver by Marapharm of, or the failure of Marapharm to take action with respect to, any breach of any term, covenant, condition, provision, restriction, or reservation herein contained shall not be deemed to be a waiver of such term, covenant, condition, provision, restriction, or reservation or subsequent breach of same, or of any other term, covenant, condition, provision, restriction, or reservation herein contained.Marapharm may grant a waiver of any term of this Lease, but such must be in writing and signed by Marapharm before being effective.The subsequent acceptance of Rent or any other amount hereunder by Marapharm shall not be deemed to be a waiver of any preceding breach by Tactical Relief of any term, covenant, condition, provision, restriction, or reservation of this Lease, other than the failure of Tactical Relief to pay the particular Rent so accepted, regardless of Marapharm’s knowledge of such preceding breach at the time of acceptance of such Rent.

30. Saving Clause. If for any reason the term of this Lease, or any renewal thereof, or any substantive provision thereof, shall be found by an Applicable Court or other forum provided in Section 20 hereof to be unenforceable, illegal or violative of public policy, this Lease shall automatically be amended to conform to the applicable decision, and each party hereto expressly agrees to execute any amendment necessary to effectuate the goals and purposes of this Lease.

31. Force Majeure. If any dispute shall arise under any provision of this Lease as to whether Tactical Relief shall have commenced promptly or within any limit of time specified in this Lease or proceeded continuously and with all due diligence with any required construction, repair or replacement, there shall be a suspension of performance during the period of any acts of God or by strikes which affect both the building industry generally and the Premises specifically or by orders, directives or regulations of any governmental agency or board, making available the materials reasonably required for any such construction, repair or replacement and to any unavoidable delays in adjusting any fire insurance loss.The provisions of this Section 31 shall not, however, apply to a default by Tactical Relief in the payment of any Rent or other charges to be paid by Tactical Relief under the provisions of this Lease.

32. Estoppel Certificate. Marapharm and Tactical Relief, promptly upon any request therefor from the other, shall execute, cause such signature to be acknowledged by a notary public and deliver to the other or to a third person, if so directed by the other, a statement in writing identifying this Lease and the parties hereto and declaring, as of the date thereof, the following and such other matters as may be reasonably required by the party making such request:

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(a) whether or not this Lease is in default, and, to the extent that any default does then exist, the nature of any such default, including any event which may constitute an Event of Default upon the mere passage of time or notice or both;

(b) whether or not this Lease is in full force and effect and that this Lease has not been modified except as provided in an amendment or amendments identified therein, stating further that this Lease as so amended is in full force and effect;

(c) whether the date to which the Rent and other charges required to be paid under this Lease have been paid by or on behalf of Tactical Relief;

(d) that Marapharm has not conveyed, assigned, transferred or delegated any right or duty of Marapharm hereunder, nor has Marapharm encumbered or otherwise hypothecated Marapharm’s reversionary interest in and to the Premises or any rights hereunder except as may be set forth in such statement; and

(e) that any such statement may conclusively be relied upon by Marapharm or Tactical Relief by any title insurance company which issues a title insurance policy or other guaranty or endorsement relating to the existence and status of this Lease.

33. Eminent Domain.

(a) The term “total taking” as used in this Section 31 means the taking of the entire Premises under the power of eminent domain or a taking of so much of the Premises as to prevent or substantially impair the conduct of Tactical Relief’s business thereon.The term “partial taking” means the taking of a portion only of the Leased Premises that does not constitute a total taking, as above defined.

(b) If during the Lease term there shall be a total taking by public authority under the power of eminent domain, then the leasehold estate of Tactical Relief in and to the Premises shall cease and terminate as of the date the actual physical possession thereof shall be so taken.

(c) If during the Lease term there shall be a partial taking of the Premises, this Lease shall terminate as to the portion of the Premises taken upon the date upon which actual possession of the portion of the Premises is taken pursuant to the eminent domain proceedings, but the Lease shall continue in force and effect as to the remainder of the Premises.The Rent payable by Tactical Relief for the balance of the Lease term shall be abated based on the proportion of the square footage of the Premises that is usable, in whole or in part, by Lessee or on any other reasonable basis, as determined by Marapharm in good faith.

(d) All compensation and damages awarded for the taking of the Premises or any portion thereof shall be allocated as follows:Marapharm shall be entitled to an award for the loss of its fee interest in the Premises, as encumbered by Tactical Relief’s leasehold interest, as created by this Lease, and Lessee shall be entitled to:(i) any award for diminution in value of its leasehold hereunder or for the value of any unexpired term of this Lease; and (ii) any award which may be made for the taking of or injury to Tactical Relief’s Improvements, or, on account of any cost or loss Tactical Relief may sustain in the removal of Tactical Relief’s fixtures, equipment and furnishings, or as a result of any alterations, modifications or repairs which may be reasonably required by Tactical Relief in order to place the remaining portion of the Premises not so condemned in a suitable condition for the continuance of Tactical Relief’s tenancy.

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(e) If this Lease is terminated, in whole or in part, pursuant to any of the provisions of this Section 31, all Rent and other charges payable by Tactical Relief to Marapharm hereunder and attributable to the portion of the Premises taken, shall be paid up to the date upon which actual physical possession shall be taken by the condemning authority.

34. Limitation of Liability. If Marapharm sells, assigns, or otherwise transfers (whether by operation of law or otherwise) all or part of its interests in the Premises or this Lease, Marapharm shall be relieved of all obligations and liabilities under this Lease accruing after the effective date of such transfer; and the transferee shall be deemed to have assumed all of Marapharm’s obligations and liabilities under this Lease effective from and after the effective date of the transfer.Marapharm, its members, managers, officers, agents, and employees, whether disclosed or undisclosed, shall have no personal liability under or in connection with this Lease. Tactical Relief agrees that it shall look solely to Marapharm’s interest in the Premises and this Lease for the satisfaction of Tactical Relief’s remedies or to collect any judgment requiring payment of any money by Marapharm.

35. Survival of Obligations. All obligations of Tactical Relief hereunder, including Tactical Relief’s indemnification obligations, not fully performed as of the expiration or earlier termination of the Lease term shall survive the expiration or earlier termination thereof.

36. Holding Over. Tactical Relief shall not use or remain in possession of the Premises after the expiration of sooner termination of this Lease. Any holding over, or continued use or occupancy by Tactical Relief after the termination of this Lease, without the written consent of Marapharm, shall not constitute a tenant-at-will interest on behalf of Tactical Relief, but Tactical Relief shall become a tenant-at-sufferance and liable for holdover rent in an amount equal to 150% times the monthly installment of Rent and all other expenses, obligations, and payments in effect immediately prior to such expiration or termination.There shall be no renewal whatsoever of this Lease by operation of law.

37. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Lease is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Lease or the transactions contemplated hereby.

38. Compliance with Law. Upon execution of this Lease, Tactical Relief acknowledges that Marapharm may execute a Notice of Nonresponsibility in substantially the same form attached hereto as Exhibit C, and may record the same within three (3) days of execution of this Lease pursuant to Nevada Revised Statutes (“NRS”) Chapter 108.Tactical Relief further agrees that, at least ten (10) days prior to Tactical Relief entering into a contract with any prime contractor intending to perform alterations, and prior to the commencement of any work of improvement relating to the Premises, Tactical Relief shall comply with the requirements of NRS 108.2403 and NRS 108.2407 regarding posted security and shall notify Marapharm in writing of the name and address of any such prime contractor to enable Marapharm to properly serve the recorded Notice of Nonresponsibility upon the prime contractor pursuant to NRS 108.234.This Section serves as the notice required under NRS Chapter 108.234(3)(e).

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TACTICAL RELIEF ACKNOWLEDGES THAT TACTICAL RELIEF IS REQUIRED TO COMPLY WITH THE PROVISIONS OF NRS SECTIONS 108.2403 AND 108.2407 PRIOR TO COMMENCEMENT OF ANY WORK OF IMPROVEMENT TO BE CONSTRUCTED, ALTERED, OR REPAIRED ON THE PREMISES. TACTICAL RELIEF’s FAILURE TO COMPLY WITH NRS SECTIONS 108.2403 AND 108.2407 SHALL BE AN EVENT OF DEFAULT UNDER THIS LEASE.

39. Counterparts. This Lease may be executed in several counterparts, and all so executed shall constitute one agreement, binding upon all of the parties hereto.Counterparts executed via facsimile or PDF shall have the same effect as an original.

[signature(s) on following page(s)]

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IN WITNESS THEREOF, this Lease has been executed as of the date first above written.

MARAPHARM:
MARAPHARM LAS VEGAS LLC, a Nevada limited liability company
By:	/s/ Erik Anderson
Name:	Erik Anderson
Title:	Manager

S-1

TACTICAL RELIEF:
TACTICAL RELIEF, LLC, a Delaware limited liability company
By:	/s/ Calum Hughes
Name:	Calum Hughes
Title:	Chief Executive Officer

S-2

EXHIBIT A

LEGAL DESCRIPTION OF THE LAND

(see attached)

A-1

EXHIBIT B

DEPICTION OF THE PREMISES

(see attached)

B-1

EXHIBIT C

FORM OF NOTICE OF NONRESPONSIBILITY

WHEN RECORDED MAIL TO: [Company Name] [Address] [Address] [Address] MAIL TAX STATEMENTS TO: Same as above Escrow No. ______________ The undersigned hereby affirms that this document, including any exhibits, submitted for recording does not contain the personal information of any person or persons. (Pursuant to NRS 239B.030)
APN No. :________________	SPACE ABOVE FOR RECORDER’S USE ONLY

NOTICE OF NONRESPONSIBILITY

TO WHOM IT MAY CONCERN:

Pursuant to Nevada Revised Statute (“NRS”) 108.234, NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is the owner (“Disinterested Owner”) of certain real property situated in [City, County, State], described in Exhibit 1 hereto and the improvements thereon (the “Property”).The Disinterested Owner’s address is:

Attn: _____________________________________________________

C-1

2. The name and address of the person who may cause the work of improvement to be constructed, altered or repaired is:

Attn: _____________________________________________________

2. As of the _____ day of _______________, 20__, the undersigned, as “Landlord” entered into a Lease (“Lease”) with [TENANT], a , as “Tenant”, wherein the undersigned leased the Property to Tenant.

3. As of the _____ day of _______________, 20__, the undersigned has obtained knowledge that Tenant intends to or may commence construction work on the Property.

4. The undersigned will not be responsible for any work upon the Property resulting from such construction or work performed at the instance or request of Tenant or any materials to be supplied therefor, nor in any manner be liable for the cost thereof, nor may any interest of the undersigned in the Property be the subject of any mechanics liens or lien therefor.

5. The Disinterested Owner has notified Tenant in writing that Tenant must comply with NRS 108.2403 and 108.2407.

Dated this ______ day of ________________, 20__.

Disinterested Owner:

a _______________________________________________________________

By:

Name:

Title:

C-2

STATE OF NEVADA	)
	)	ss.
County OF _______________	)

The foregoing instrument was acknowledged before me, a notary public, this day of , 20 , by , as of , a Nevada [corporation/limited liability company].

Notary Public

My Commission Expires:
______________________

C-3

EX-10.2

EXHIBIT 10.2

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of March 30, 2021 (the “Execution Date”, is entered into between Marapharm Las Vegas LLC, a Nevada limited liability company (“Seller”), and Allied US Products, LLC, a Nevada limited liability company (“Buyer”).

RECITALS

WHEREAS, Buyer is a research and development company, focused on creating and providing targeted cannabinoid treatments for Post-Traumatic Stress Disorder;

WHEREAS, Seller holds privileged licenses issued by the Nevada Department of Taxation that is purposed for the cultivation of cannabis;

WHEREAS, Seller desires to sell and assign to Buyer, and Buyer desires to purchase and assume from Seller, the rights and obligations of Seller to the Purchased Assets and the Assumed Liabilities (as defined herein), subject to the terms and conditions set forth herein; and

WHEREAS, concurrent with the execution of this Agreement, Buyer, Seller, or their affiliates desire to enter into certain ancillary agreements, including (a) a services agreement (the “Services Agreement”) pursuant to which Seller will, to the extent permitted by applicable law, perform certain services to Buyer or its affiliate subject to the terms and conditions set forth therein; and (b) a land lease (the “Land Lease”) pursuant to which Seller will lease land to Buyer or its affiliate to accommodate an approximately 9,000 square foot building to be used for the cultivation, marketing, and sale of cannabis.

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

ARTICLE I  

PURCHASE AND SALE

Section 1.01 Purchase and Sale of Assets.Subject to the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in to that certain (a) Nevada Recreational Cannabis Cultivation License (Certificate 70200059387532659302) and (b) Nevada Medical Cannabis Cultivation License (Certificate 32556765306693946119) issued by the Nevada Department of Taxation (collectively, the “Purchased Assets”), free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”).

Section 1.02 Assumption of Liabilities.Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge the liabilities and obligations arising on and after the Closing (as defined herein) under the Purchased Assets, but only to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Closing (collectively, the “Assumed Liabilities”).Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Seller of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.

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Section 1.03 Purchase Price. The aggregate purchase price for the Purchased Assets shall be USD $1,500,000 (the “Purchase Price”), plus the assumption of the Assumed Liabilities. The Buyer shall pay the Purchase Price to Seller as follows:

(a) Within forty-five (45) days after the Execution Date, a payment of USD$150,000 (the “First Installment”) shall be paid in cash or wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Schedule 1.03 of the Disclosure Schedules; provided, however, that Seller will consider extending such forty-five (45) day deadline if Buyer is diligently pursuing a USD $5,000,000 private placement or a financing transaction with Alta Financial. Unless this Agreement is terminated in accordance with Section 7.01(c), the First Installment shall be nonrefundable to Buyer.

(b) Thereafter, the remaining balance of the Purchase Price in the amount of USD$1,350,000 shall be paid pursuant to a promissory note substantially in the form attached hereto as Exhibit A (the “Promissory Note”).

Section 1.04 Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Schedule 1.04 of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

ARTICLE II

CLOSING

Section 2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of documents and signatures no later than three (3) business days after the satisfaction or, to the extent permitted hereunder, waiver of all conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the day on which the Closing takes place being the “Closing Date”). The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. pacific time on the Closing Date.

Section 2.02 Closing Deliverables.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) An assignment and assumption agreement in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;

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(ii) copies of all consents, approvals, waivers and authorizations referred to in Schedule 3.02 of the Disclosure Schedules;

(iii) the Seller Closing Certificate (as defined in Section 6.02(g));

(iv) the certificates of the Secretary or Assistant Secretary of Seller required by Section 6.02(g), Section 6.02(h), and Section 6.02(i); and

(v) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.

(b) At the Closing, Buyer shall deliver to Seller the following:

(i) the Assignment and Assumption Agreement duly executed by Buyer;

(ii) the Promissory Note duly executed by Buyer;

(iii) the Buyer Closing Certificate (as defined in Section 6.03(g)); and

(iv) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 6.03(g), Section 6.03(h), and Section 6.03(i); and

(v) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date hereof. For purposes of this Article III, “Seller’s knowledge,” “knowledge of Seller” and any similar phrases shall mean the actual or constructive knowledge of Erik Anderson and Kevin Cornish, after due inquiry.

Section 3.01 Organization and Authority of Seller; Enforceability. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Nevada. Seller has full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

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Section 3.02 No Conflicts; Consents. Except as provided in Schedule 3.02, the execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the Articles of Organization or other organizational documents of Seller; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or the Purchased Assets; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party or to which any of the Purchased Assets are subject; or (d) result in the creation or imposition of any Encumbrance on any of the Purchased Assets. Except as provided in Schedule 3.02, no consent, approval, waiver or authorization is required to be obtained by Seller from any person or entity (including any Governmental Authority, as defined below) in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby.

Section 3.03 Compliance with Laws.

(a) Except as set forth on Schedule 3.02, the Purchased Assets have been validly issued to Seller and are in good standing.

(b) Except as set forth on Schedule 3.02, Seller has complied, and is now complying, with all applicable laws and regulations applicable to ownership and use of the Purchased Assets except where the failure to be in compliance would not have a material adverse effect, provided, that to the extent that federal laws, including the Federal Controlled Substances Act, impose restrictions, standards, requirements, penalties or conditions with respect to the trafficking or sale of cannabis related products inconsistent with applicable state or local laws, the term “applicable law” shall refer only to such state or local laws, and shall expressly exclude such conflicting federal laws.

(c) Seller acknowledges the ownership and use of the Purchased Assets may be in conflict with federal law, including the Federal Controlled Substances Act, despite compliance with applicable state or local law. Seller expressly waives the defense of illegality under federal law, including the Federal Controlled Substances Act, for any disputes hereunder.

Section 3.04 Legal Proceedings. Except as set forth on Schedule 3.04, there is no claim, action, suit, proceeding or governmental investigation (“Action”) of any nature pending or, to Seller’s knowledge, threatened against or by Seller (a) relating to or affecting the Purchased Assets or the Assumed Liabilities; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Section 3.05 Brokers. Except for YAC Capital, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller. YAC Capital will be paid a commission by Seller.

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Section 3.06 No Other Representations or Warranties. Except for the representations and warranties contained in this Article III of this Agreement (including the related portions of the Disclosure Schedules), neither Seller nor any officer, manager, member, employee or agent of Seller has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, including any representation or warranty arising from statute or otherwise in law.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this Article IV are true and correct as of the date hereof. For purposes of this Article IV, “Buyer’s knowledge,” “knowledge of Buyer” and any similar phrases shall mean the actual or constructive knowledge of any manager or officer of Buyer, after due inquiry.

Section 4.01 Organization and Authority of Buyer; Enforceability. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Nevada. Buyer has full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the Articles of Organization or other organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer. No consent, approval, waiver or authorization is required to be obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby.

Section 4.03 Legal Proceedings. There is no Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Section 4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

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Section 4.05 Compliance with Laws. Buyer acknowledges the ownership and use of the Purchased Assets may be in conflict with federal law, including the Federal Controlled Substances Act, despite compliance with applicable state or local law. Buyer expressly waives the defense of illegality under federal law, including the Federal Controlled Substances Act, for any disputes hereunder.

Section 4.06 Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Seller for such purpose. Buyer acknowledges and agrees that (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules); and (b) neither Seller nor any other person has made any representation or warranty as to Seller, the Purchased Assets or this Agreement, except as expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules).

ARTICLE V

COVENANTS

Section 5.01 Public Announcements. Unless otherwise required by applicable law or stock exchange requirements, neither party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

Section 5.02 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Section 5.03 Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.

Section 5.04 Best Efforts for Transfer of Purchased Assets. Seller and Buyer shall use their best efforts to obtain any required approval to transfer the Purchased Assets in a timely manner. Best efforts shall include, but not be limited to, promptly submitting all necessary documents and fees and promptly responding to requests for information or additional documents by any Governmental Authority with jurisdiction over the Purchased Assets. “Governmental Authority” means any state, local or political subdepartment thereof, or any agency or instrumentality of such government or political subdepartment, or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

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Section 5.05 Conduct Prior to the Closing. From the date hereof until the Closing Date, (i) Seller shall (a) preserve and maintain the Purchased Assets and (b) comply in all material respects with all laws applicable to the ownership and use of the Purchased Assets, and (ii) Buyer shall comply in all material respects with all laws applicable to the use and proposed ownership of the Purchased Assets, (b) cooperate with Seller in connection with obtaining all required consents and waivers listed in Schedule 3.02 and Schedule 3.04 of the Disclosure Schedules, and (c) not do anything that Buyer has reason to believe, or which Seller has notified the Buyer in writing, may jeopardize any eligibility of Seller to hold or operate under the Purchased Assets or any other license in relation to the cultivation, production, and distribution of cannabis.

Section 5.06 Confidentiality. After the Effective Date of this Agreement, each of the parties agrees that the terms and conditions of this Agreement shall remain confidential and shall not be disclosed to anyone else, except as may be necessary to effectuate its terms. Notwithstanding the confidential nature of this Agreement, each party hereto consents to the disclosure of the terms and provisions of this Agreement to each party’s accountants, insurers, financial institutions, independent auditors, legal counsel, and governmental and regulatory authorities; provided, however, that such persons are advised of the terms of conditions of confidentiality under this Agreement.

Section 5.07 Regulatory Compliance. The parties acknowledge and agree that Nevada law and the requirements of state and local regulatory agencies are subject to change and are evolving as the marketplace for state-compliant cannabis businesses continues to evolve. If necessary or desirable to comply with the requirements of any state or local statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority, the parties hereby agree to (and to cause their respective affiliates and related parties and representatives to) use their respective commercially reasonable efforts to take all actions reasonably requested to ensure compliance, including, without limitation, negotiating in good faith to amend, restate, amend and restate, supplement, or otherwise modify this Agreement to reflect terms that most closely approximate the parties’ original intentions but are responsive to and compliant with the requirements of a Governmental Authority which, through policy, direct communication or otherwise, indicates this Agreement may not be in compliance.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.01 Conditions to Obligations of Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to obtaining at or prior to the Closing, any and all consents necessary for the assignment and assumption of the Purchased Assets, as well as the fulfillment, at or prior to the Closing, of the condition that no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal except for the existing Federal Controlled Substances Act, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

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

(a) All approvals, consents and waivers that are listed on Schedule 3.02 and Schedule 3.04 of the Disclosure Schedules shall have been received, and copies thereof shall have been delivered to Buyer at or prior to the Closing.

(b) No Action shall have been commenced against Buyer or Seller that would prevent the Closing.

(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, that restrains or prohibits any transaction contemplated hereby.

(d) The representations and warranties of Seller contained in Article III shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

(e) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(f) Seller shall have delivered to Buyer duly executed counterparts to the documents and deliveries set forth in Section 2.02(a).

(g) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized manager or officer of Seller, that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) (insofar as they relate to Seller) have been satisfied (the “Seller Closing Certificate”).

(h) Buyer shall have received a certificate of a manager or officer of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(i) Buyer shall have received a certificate of the manager or officer of Seller certifying the names and signatures of the managers or officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder.

Section 6.03 Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

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(a) All approvals, consents and waivers that are listed on Schedule 3.02 and Schedule 3.04 of the Disclosure Schedules shall have been received.

(b) No Action shall have been commenced against Buyer or Seller, which would prevent the Closing.

(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.

(d) The representations and warranties of Buyer contained in Article IV shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Seller’s ability to consummate the transactions contemplated hereby.

(e) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(f) Buyer shall have delivered to Seller the First Installment and duly executed counterparts to the Land Lease, the Services Agreement, and the documents and deliveries set forth in Section 2.02(b).

(g) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized manager or officer of Buyer, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) (insofar as they relate to Buyer) have been satisfied (the “Buyer Closing Certificate”).

(h) Seller shall have received a certificate of a manager or officer of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the members of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(i) Seller shall have received a certificate of a manager or officer of Buyer certifying the names and signatures of the managers or officers of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder.

ARTICLE VII

TERMINATION

Section 7.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Seller and Buyer;

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(b) by Seller (i) if Buyer or its affiliate has defaulted under either the Land Lease or the Services Agreement, failed to cure such breach (if applicable), and Seller is entitled to terminate the Land Lease or Services Agreement, as the case may be, in accordance with the terms of the respective agreement (ii) if Buyer fails to make the First Installment in accordance with this Agreement, or (iii) if any of the conditions set forth in Section 6.03 shall not have been fulfilled by the first anniversary of the Execution Date unless such failure shall be due to the failure by Seller to perform or comply with any of the covenants, agreements, or conditions hereof to be performed or complied with by Seller prior to the Closing;

(c) by Buyer or Seller in the event that (i) there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited except for the existing Federal Controlled Substances Act or (ii) any Governmental Authority shall have issued any order, writ, judgment, injunction, decree, stipulation, determination or award (“Governmental Order”) restraining, enjoining, or denying the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

Section 7.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article VII:

(a) this Agreement shall forthwith become void and there shall be no further obligation or liability on the part of either party hereto except (i) as otherwise provided in this Agreement and (ii) that nothing herein shall relieve any party hereto from liability for any intentional breach of any provision hereof;

(b) any amounts paid to Seller shall be retained by Seller; provided, however, that if this Agreement is terminated in accordance with Section 7.01(c), the First Installment shall be returned to Buyer as soon as reasonably practicable thereafter.

ARTICLE VIII

INDEMNIFICATION

Section 8.01 Survival. None of the representations, warranties and covenants (to the extent such covenants relate to the performance of obligations prior to the Closing) contained in this Agreement or in any instrument delivered under this Agreement shall survive the Closing. This Section 8.01 does not limit any covenant of the parties to this Agreement which, by its terms, contemplates performance after the Closing Date.

Section 8.02 Indemnification By Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, members, managers, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees, arising from or relating to:

(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any document to be delivered hereunder; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder.

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Section 8.03 Indemnification By Buyer. Buyer shall defend, indemnify and hold harmless Seller, its affiliates and their respective stockholders, directors, members, managers, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees, arising from or relating to:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any document to be delivered hereunder; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any document to be delivered hereunder.

Section 8.04 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Section 8.05 Certain Limitations.

(a) The aggregate amount of all amounts for which an Indemnifying Party shall be liable pursuant to Section 8.02 or Section 8.03, as the case may be, shall not exceed the Purchase Price.

(b) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.

(c) Each Indemnified Party shall take, and cause its affiliates to take, all reasonable steps to mitigate any losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”) 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 any such Loss.

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Section 8.06 Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by law.

Section 8.07 Exclusive Remedies. Following the Closing, the provisions of this Article VIII shall be Buyer’s exclusive remedy for any and all claims relating to the subject matter of this Agreement, except for claims arising from intentional fraud, criminal activity or willful misconduct by Seller and claims for specific performance or other equitable remedies.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Expenses.

(a) Buyer shall pay (i) the fees, costs and expenses associated with pursuing necessary approvals from any Governmental Authority for the transfer of the Purchased Assets from Seller to Buyer, and (ii) its own fees, costs and expenses incurred in connection with this Agreement, including the fees, costs and expenses of Buyer’s financial advisors, accountants and counsel.

(b) Seller shall pay its own fees, costs and expenses incurred in connection with this Agreement, including the fees, costs and expenses of Seller’s financial advisors, accountants and counsel.

Section 9.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):

If to Seller: Marapharm Las Vegas LLC
102-1561 Sutherland Ave.,
Kelowna, BC
Canada, V1Y 5Y7
Attn:Erik Anderson, Manager
Email: eanderson@fiorecannabis.com

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with a copy (which shall not constitute notice) to:
	Snell & Wilmer L.L.P. 3883 Howard Hughes Pkwy #1100 Las Vegas, NV 89169 Attn: Charles E. Gianelloni, Esq. Email: cgianelloni@swlaw.com
If to Buyer:	Allied US Products, LLC 201 – 1405 St Paul St. Kelowna, British Columbia Canada V1Y 2E9 Attn:Calum Hughes, Chief Executive Officer Email: calum@allied.health
with a copy (which shall not constitute notice) to:
	Cutler Law Group, P.C. 6575 West Loop South, Suite 500 Bellaire, TX 77401 Attn: M. Richard Cutler Email: rcutler@cutlerlaw.com

Section 9.03 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 9.04 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 9.05 Entire Agreement. This Agreement, the Note, the Land Lease, the Services Agreement, and the documents to be delivered hereunder and thereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered hereunder, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 9.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Buyer may, upon prior written notice to Seller, assign this agreement to an entity controlled by or in control of Buyer without the consent of Seller. No assignment shall relieve the assigning party of any of its obligations hereunder.

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Section 9.07 No Third-party Beneficiaries. Except as provided in Article VIII (Indemnification), this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 9.08 Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

Section 9.09 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 9.10 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).

Section 9.11 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Nevada in each case located in the county of Clark, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Section 9.12 Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 9.13 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 9.14 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature(s) on following page(s)]

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

SELLER:
MARAPHARM LAS VEGAS LLC, a Nevada limited liability company
By:	/s/ Erik Anderson
Name:	Erik Anderson
Title:	Manager
BUYER:
ALLIED US PRODUCTS, LLC, a Nevada limited liability company
By:	/s/ Calum Hughes
Name:	Calum Hughes
Title:

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EXHIBIT A

PROMISSORY NOTE

[see attached]

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EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

[see attached]

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ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Agreement”), effective as of March 30, 2021 (the “Effective Date”), is entered into between Marapharm Las Vegas LLC, a Nevada limited liability company (“Seller”), and Allied US Products, LLC, a Nevada limited liability company (“Buyer”).

WHEREAS, Seller and Buyer have entered into a certain Asset Purchase Agreement dated as of March 30, 2021 (the “Purchase Agreement”), pursuant to which, among other things, Seller has agreed to assign all of its rights, title and interests in, and Buyer has agreed to assume all of Seller’s duties and obligations under, the Purchased Assets (as defined in the Purchase Agreement).

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

1. Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase Agreement.

2. Assignment and Assumption. Seller hereby sells, assigns, grants, conveys and transfers to Buyer all of Seller’s right, title and interest in and to the Purchased Assets. Buyer hereby accepts such assignment and assumes all of Seller’s duties and obligations under the Purchased Assets and agrees to pay, perform and discharge, as and when due, all of the Assumed Liabilities accruing on and after the Effective Date.

3. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).

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

5. Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

SELLER:
MARAPHARM LAS VEGAS LLC, a Nevada limited liability company
By:	/s/ Erik Anderson
Name:	Erik Anderson
Title:	Manager
BUYER:
ALLIED US PRODUCTS, LLC, a Nevada limited liability company
By:	/s/ Calum Hughes
Name:	Calum Hughes
Title:

[Signature Page to Assignment and Assumption Agreement]

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EX-10.3

EXHIBIT 10.3

PROMISSORY NOTE

$1,350,000.00      March 30, 2021
Las Vegas, Nevada

FOR VALUE RECEIVED, the undersigned, Allied Corp., a Nevada corporation (“Debtor”), hereby promises to pay to Marapharm Las Vegas LLC, a Nevada limited liability company (“Holder”), or its successors or permitted assigns, in lawful currency of the United States of America, the aggregate principal sum of One Million Three Hundred Fifty Thousand and no/100 Dollars ($1,350,000.00) (the “Principal”) plus accrued Interest as provided herein. This Promissory Note (this “Note”) is issued pursuant to the provisions of that certain Asset Purchase Agreement dated as of March __, 2021 (the “Purchase Agreement”), by and between Holder and Allied US Products, LLC, a Nevada limited liability company (“Buyer”). Initially capitalized terms used but not defined herein have the respective meanings given to them in the Purchase Agreement. This Note is subject to the following terms:

1. Payment Terms.

(a) Interest. Interest (“Interest”) shall accrue on the Principal outstanding from time to time at a per annum rate equal to the Short Term Applicable Federal Rate of 0.11%.Interest shall be calculated on the basis of a three hundred sixty-five (365)-day year and actual days elapsed.

(b) Late Payment Charge. If any payment is not received by Holder within ten (10) days from the date it is due, Debtor shall be charged a late payment charge equal to five percent (5%) of the scheduled payment.

(c) Payments of Principal and Interest. Debtor shall remit to Holder, on a quarterly basis, no less than fifty percent (50%) of the Net Operating Income (as defined below) that Debtor or any of its affiliates receive in connection with the operation of Debtor’s or its affiliate’s cannabis cultivation, marketing, and sales facility generally located at 13435 Apex Harbor Lane, North Las Vegas, 89124 (the “Facility”).Such amounts shall be paid to Holder on or before the thirtieth day of each month immediately following the end of each calendar quarter (April 30^th, July 30^th, October 30^th, and January 30^th).Notwithstanding anything to the contrary contained in this Note, as both Debtor and Holder prepare quarterly financials, payments will be reconciled and paid on a quarterly basis to reduce the time and cost of financial reconciliation if this was done monthly.All of the outstanding Principal and accrued Interest thereon shall be due and payable on the second anniversary of this Note (the “Maturity Date”).“Net Operating Income” is defined as the total revenue made from the proceeds of sale of any products from the Facility (with the exception of products from Columbia) minus operating expense payments (which for the avoidance of doubt shall include any and all fees reimbursed to Marapharm under the Services Agreement), as computed in accordance with generally accepted accounting principles, consistently applied; provided, however, that in computing Net Operating Income, total revenue will not be reduced for amortization, depreciation, taxes, or interest.The Facility’s Net Operating Income shall be mutually determined by Marapharm and Buyer acting reasonably and in good faith, and a transparent accounting will be conducted and any items can be challenged.

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(d) Notwithstanding the foregoing, this Note shall become due and payable together with accrued but unpaid interest upon a Change of Control. For purposes of this Note, “Change of Control” means the consummation of a merger or consolidation of Debtor or Buyer with or into another entity or any other corporate reorganization, if more than a majority of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by person(s) who were not holders of a majority of Debtor’s or Buyer’s outstanding voting power immediately prior to such merger, consolidation or other reorganization; or the sale, transfer, or other disposition of (but not the creation of a mere security interest in) all or substantially all of Debtor’s or Buyer’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of Debtor’s or Buyer’s organization, convert Debtoror Buyer into a different form of entity, or to create a holding company, so long as Debtor, Buyer, and/or holding company, as the case may be, will be owned in substantially the same proportions by the persons who held Debtor’s or Buyer’s securities immediately prior to such transaction.

(e) Application of Payment. Except as otherwise provided in this Note, each payment made under this Note shall be applied (i) first to any late payment charge, (ii) then to any accrued but unpaid Interest, and (iii) thereafter to Principal.

(f) Method of Payment. All payments to Holder under this Note shall be paid by wire transfer of immediately available funds to a bank account designated in writing by Holder.

2. Prepayment. Debtor may, at any time during the term hereof, prepay this Note either in its entirety or in part, without penalty or premium.

3. Default. The following events shall be considered an Event of Default (each, an “Event of Default”) under this Note:

A. If the Debtor:

(1) shall commence any proceeding or any other action relating to it in bankruptcy or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under the United States Bankruptcy Act, as amended, or under any other insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing;

(2) shall admit in writing its inability to pay its debts as they mature in any petition or pleading in connection with any such proceeding;

(3) shall apply for, or consent to or acquiesce in, an appointment of a receiver, conservator, trustee or similar officer for it or for all or substantially all of its assets and property;

(4) shall make a general assignment for the benefit of creditors; or

(5) shall admit in writing its inability to pay its debts as they mature.

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B. If any proceedings are involuntarily commenced or any other action is taken against the Debtor in bankruptcy or seeking reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under the United States Bankruptcy Act, as amended, or under any other insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing; or a receiver, conservator, trustee or similar officer for the Debtor or for all or substantially all of its assets and properties is appointed; and in each such case, such event continues for ninety (90) days undismissed, unbounded and undischarged.

C. A default in the payment when due of any amount hereunder.

D. Debtor or its affiliate has defaulted under either the Land Lease or the Services Agreement, failed to cure such breach (if applicable), and Holder is entitled to terminate the Land Lease or Services Agreement, as the case may be, in accordance with the terms of the respective agreement.

E. The default by Debtor on any obligation concerning the borrowing of money that could impair the Holder’s ability to collect all amounts payable hereunder.

Upon the occurrence of an Event of Default, Holder may, at its election, declare the entire balance of the Principal and accrued Interest immediately due and payable. A delay by Holder in exercising any right of acceleration after an Event of Default shall not constitute a waiver of the Event of Default or of the right of acceleration of any other right or remedy for such Event of Default. The failure by Holder to exercise any right of acceleration after an Event of Default shall not constitute a waiver of the right of acceleration or any other right or remedy in the event of any other or subsequent Event of Default.

In addition to all rights and remedies available to Holder in the Event of Default, in the event that any amount due hereunder is not paid when due, the amount due will begin to bear interest at the rate of ten percent (10%).

4. No Waiver. No act of commission or omission by Holder shall be deemed to waive any of Holder’s rights or remedies hereunder unless such waiver is in writing, and then only to the extent specifically set forth therein. A waiver by Holder of one event shall not be construed as continuing or as a bar to or waiver of such right or remedy on any subsequent event. A waiver of any term of this Note or any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this Note and the terms of any other document related to the loan evidenced by this Note, the terms of this Note shall prevail. Notwithstanding anything to the contrary in this Section 4, Debtor waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of balloon payment, notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of interest on interest and late charges, notice of balloon payment, diligence in taking any action to collect any sums owing under this Note or in proceeding against any of the rights or interests in or to assets or properties securing payment of this Note. Debtor further waives exhaustion of legal remedies, the right to plead any and all statutes of limitation as a defense to any demand on this Note, to any agreement to pay the same, to any demands secured by any guaranty of this Note or any other security for this Note.

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5. Governing Law; Venue For Disputes. This Note shall be governed by and construed in accordance with the law of the State of Nevada, without regard to conflicts-of-laws principles that would require the application of any other law. For purposes of any proceeding involving this Note, each of Holder and Debtor hereby submits to the exclusive jurisdiction of the courts of the State of Nevada and of the United States having jurisdiction in Clark County, Nevada, and agrees not to raise and waives any objection to or defense based upon personal jurisdiction or the venue of any such court or based upon forum non conveniens.

6. Waiver of Jury Trial.Each of Holder and Debtor acknowledge and agree that any controversy which may arise under this Note is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Note.

7. Attorney’s fees. If any party commences an action against another party to interpret or enforce any terms of this Note, or because of the other party’s breach of any provision in this Note, or an action arising out of and/or in connection with rights and/or obligations set forth in this Note, the non-prevailing party shall pay to the prevailing party reasonable attorneys’ fees, costs and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment.

8. Severability. If a court of competent jurisdiction finds any provision in this Note to be invalid or unenforceable, such invalidity shall not affect the remainder of this Note. In such event, the invalid provision shall be deemed severed therefrom and the remainder of this Note shall remain enforceable in accordance with its terms and of full force and effect.

9. Construction and Interpretation. The Section headings contained in this Note are for convenience of reference only and shall in no way define, limit, extend or describe the scope or intent of any provisions of this Note. As used in this Note, unless otherwise provided to the contrary, (i) all references to days, months or years shall be deemed references to calendar days, months or years and (ii) any reference to a “Section” shall be deemed to refer to a section of this Note. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Note refer to this Note as a whole and not to any particular provision of this Note. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and the term “including” (and related term, “include”) shall not be deemed to limit the language preceding such term, but rather shall be deemed to be followed by the words, “without limitation”. This Note shall be considered for all purposes as having been prepared through the joint efforts of Debtor and Holder. No presumption shall apply in favor of either such party in the interpretation of this Note or in the resolution of any ambiguity of any provision hereof based on the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

10. Successors and Assigns; No Third Party Rights. Holder’s rights and Debtor’s obligations under this Note shall inure to the benefit of the successors and permitted assigns of Holder and shall be binding upon and enforceable against the successors and assigns of Debtor. Nothing expressed or referred to in this Note shall be construed to give any person or entity other than the parties hereto any legal or equitable right, remedy or claim under or with respect to this Note, except such rights as shall inure any successor or permitted assign of either party pursuant to this Section 10.

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11. Notices. All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be given, an shall be deemed duly given, in accordance with the Purchase Agreement.

12. Dates and Times. Dates and times set forth in this Note for the performance of Debtor’s obligations hereunder or for the exercise of Holder’s rights hereunder shall be strictly construed, time being of the essence of this Note. All provisions in this Note which specify or provide a method to compute a number of days for the performance, delivery, completion or observance by Debtor or Holder of any action, covenant, agreement, obligation or notice hereunder shall mean and refer to calendar days, unless otherwise expressly provided. Except as expressly provided herein, the time for performance of any obligation or taking any action under this Note shall be deemed to expire at 5:00 p.m. (Pacific time) on the last day of the applicable time period provided for herein. If the date specified or computed under this Note for the performance, delivery, completion or observance of a covenant, agreement, obligation or notice by Debtor or Holder, or for the occurrence of any event provided for herein, is a day other than a business day, then the date for such performance, delivery, completion, observance or occurrence shall automatically be extended to the next business day following such date.

13. Entire Agreement; Amendment. This Note and the applicable provisions of the Purchase Agreement, the Land Lease, and the Services Agreement constitute the entire and final agreement and understanding of Holder and Debtor with respect to the subject matter hereof and thereof, and all prior and contemporaneous agreements, covenants, representations, understandings and communications between the parties with respect to the subject matter hereof and thereof are superseded by this Note and such applicable provisions of such other agreements. This Note may not be amended without the written approval of Holder and Debtor.

14. Execution of Note. This Note may be executed in counterparts, each of which shall be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same agreement. The exchange of copies of this Note and of signature pages by facsimile transmission or portable document format (PDF) shall constitute effective execution and delivery of this Note as to the Parties and may be used in lieu of the original Agreement for all purposes.

[signature(s) on following page(s)]

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IN WITNESS WHEREOF, Holder and Debtor have executed this Promissory Note as of the date first written above.

HOLDER:
MARAPHARM LAS VEGAS LLC, a Nevada limited liability company
By:	/s/ Erik Anderson
Name:	Erik Anderson
Title:	Manager
DEBTOR:
ALLIED CORP., a Nevada corporation
By:	/s/ Calum Hughes
Name:	Calum Hughes
Title:

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EX-10.4

EXHIBIT 10.4

SERVICES AGREEMENT

This Services Agreement (this “Agreement”), dated as of March 30, 2021 (the “Execution Date”), is entered into by and between Marapharm Las Vegas LLC, a Nevada limited liability company with a place of business at 102-1561 Sutherland Ave., Kelowna, British Columbia, Canada V1Y 5Y7  (“Service Provider”), and Allied US Products, LLC, a Nevada limited liability company with a place of business at 201-1405 St Paul St., Kelowna, British Columbia V1Y 2E4 (“Customer” and together with Service Provider, the “Parties”, and each a “Party”).

WHEREAS, Service Provider possesses or is in the process of obtaining certain licenses and/or certificates issued by the State of Nevada Department of Taxation, or any predecessor or successor agency, permitting Service Provider to acquire, possess, cultivate, deliver, transfer, transport, supply, or sell cannabis and related supplies pursuant to the laws of the State of Nevada, under that certain (a) Nevada Recreational Cannabis Cultivation License (Certificate 70200059387532659302) and (b) Nevada Medical Cannabis Cultivation License (Certificate 32556765306693946119) issued by the Nevada Department of Taxation (the “Licenses”);

WHEREAS, Customer is a research and development company, focused on creating and providing targeted cannabinoid treatments for post-traumatic stress disorder;

WHEREAS, Service Provider and Customer are parties to that certain (i) Asset Purchase Agreement, dated as of even date herewith (the “Purchase Agreement”), pursuant to which Service Provider desires to sell and assign to Customer, and Customer desires to purchase and assume from Service Provider, the rights and obligations of Service Provider to the Purchased Assets and the Assumed Liabilities (as such terms are defined in the Purchase Agreement), subject to the terms and conditions set forth therein, (ii) Promissory Note, dated as of even date herewith (the “Promissory Note”), by Allied Corp., a Nevada corporation, in favor of Service Provider, and (iii) Tactical Relief, LLC, an affiliate of Customer (“Tactical Relief”) has entered into a Land Lease, dated as of even date herewith (the “Land Lease”), pursuant to which Service Provider desires to lease to Tactical Relief, and Tactical Relief desires to lease from Service Provider, certain unimproved real property generally located at 13435 Apex Harbor Lane, North Las Vegas, 89124 (APN 103-13-010-037) in Clark County, State of Nevada (the “Premises”), subject to the terms and conditions set forth therein;

WHEREAS, Customer intends to acquire certain equipment (the “Equipment”) and to construct an approximately 9,000 sq. ft. Xtreme modular unit facility on the Premises (the “Facility”) for the cultivation, production, distribution of cannabis; and

WHEREAS, Customer desires to retain Service Provider to operate and manage the Facility and Equipment and perform all cannabis cultivation, production, and distribution activities on the Premises that Service Provider determines, in its commercially reasonable discretion, to be prudent (collectively, the “Services”), and Service Provider is willing to perform the Services under the terms and conditions hereinafter set forth.

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

1. Services.  Customer hereby engages Services Provider, and Service Provider hereby accepts such engagement and agrees, upon the terms and conditions set forth herein, to perform the Services, subject to the commercially reasonable direction and guidance of Customer consistent with an independent contractor relationship, and pursuant to the terms and conditions set forth herein.  Prior to the Closing (as defined in the Purchase Agreement), the Service Provider will provide oversight and supervision in connection with data reporting through the State of Nevada inventory tracking and compliance system (METRC – Marijuana Enforcement Tracking Reporting & Compliance) in accordance with the State of Nevada Cannabis Compliance regulations.  From and after the Closing, Customer shall assume all responsibility for managing its data reporting through the State of Nevada inventory tracking and compliance system in accordance with the State of Nevada Cannabis Compliance regulations.

2. Service Provider Obligations. Service Provider shall:

2.1 Designate employees or contractors that it determines to be capable of filling the following positions:

(a) A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Service Provider Contract Manager”).

(b) A number of employees or contractors that it deems sufficient to perform the Services (collectively, with the Service Provider Contract Manager, “Provider Representatives”).

2.2 Make no changes in Provider Representatives except:

(a) Following notice to Customer; or

(b) Upon the resignation, termination, death or disability of an existing Provider Representative following notice to Customer.

2.3 Maintain complete and accurate records relating to the provision of the Services under this Agreement. During the term of this Agreement, upon Customer’s written request, Service Provider shall allow Customer or Customer’s representative to inspect and make copies of such records in connection with the provision of the Services; provided that Customer provides Service Provider with at least five (5) business days advance written notice of the planned inspection, and any such inspection shall take place during regular business hours and at the sole cost and expense of Customer.

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3. Customer Obligations.  Customer shall:

3.1 Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager”), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.

3.2 Require that the Customer Contract Manager respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.

3.3 Cooperate with Service Provider in its performance of the Services, including purchasing all Materials in consultation with and through Service Provider, and provide access to the Premises, the Facility, and Customer’s employees, contractors, and Equipment as required to enable Service Provider to provide the Services.

3.4 Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Service Provider’s provision of the Services.

4. Fees and Expenses. 

4.1 In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the expense reimbursements set forth in this Section 4:

(a) Customer shall advance to Service Provider the amount set forth on Exhibit A attached hereto, which amount reflects the funds that Service Provider will need to commence the provision of the Services.  Such amounts shall be advanced by Customer to Service Provider promptly following Customer’s receipt of a written invoice from Service Provider.  In the event the amounts set forth on Exhibit A are insufficient to enable Service Provider to commence the provision of the Services, then Customer and Service Provider agree to work together, acting reasonably and in good faith, to amend Exhibit A to address any shortfall.  Any funds remaining will be applied by Service Provider to offset amounts subsequently incurred by Service Provider and subject to reimbursement by Customer. 

(b) Customer shall reimburse Service Provider, at Service Provider’s actual cost, for all (i) employee wages, independent contractor fees, and other labor costs (including any employment or similar taxes or withholdings associated therewith) (collectively, “Labor”) and (ii) materials, products, packaging, machinery, equipment, and third-party services (collectively, the “Materials”) reasonably necessary for the provision of the Services. 

4.2 Service Provider shall issue invoices to Customer monthly in arrears for its fees for Labor and Materials for the immediately preceding month, together with a detailed breakdown of any expenses for such month incurred in accordance with Section 4.4.  To the extent reasonably practicable without impacting any preferred pricing or terms available to Service Provider through bulk purchases, Service Provider will cause suppliers and vendors to invoice Customer directly for Customer’s Labor and Materials.  For the avoidance of doubt, Customer shall be solely responsible for its own costs, including Customer’s labor, utilities, starting materials, nutrients, and packaging.

4.3 Customer agrees to reimburse Service Provider for all actual, documented, and reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, including the cost of any insurance policies that Service Provider elects to maintain in connection therewith.

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4.4 Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.  Any such taxes, duties, and charges currently assessed or which may be assessed in the future, that are applicable to the Services are for Customer’s account, and Customer hereby agrees to pay such taxes; provided, that in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, or gross receipts.

4.5 Customer shall pay any and all properly invoiced amounts due to Service Provider upon Customer’s receipt of such invoice.  All payments hereunder shall be in US dollars and made by check or wire transfer.  Except for invoiced payments that Customer has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of 10% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly.  Customer shall also reimburse Service Provider for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if Customer fails to pay any amounts when due hereunder and such failure continues for five (5) days following written notice thereof. 

5. Limited Warranty and Limitation of Liability. 

5.1 Service Provider warrants that it shall perform the Services:

(a) In accordance with the terms and subject to the conditions set out in this Agreement.

(b) Using personnel of industry standard skill, experience, and qualifications.

(c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

5.2 Service Provider’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows:

(a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider fails to cure such breach within thirty (30) days following written notice from Customer, or if a cure is not reasonably possible within such thirty (30) day period, if Service Provider fails to commence to cure within thirty (30) days following written notice from Customer and to continue such cure diligently to completion, Customer may, at its option, terminate the Agreement upon written notice to Service Provider.  

(b) The foregoing remedy shall not be available unless Customer provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Customer.

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5.3  SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1 ABOVE.  ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

6. Intellectual Property. 

6.1 Customer grants to Service Provider a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free license to use Customer’s trade names, trademarks, logos and service marks (collectively “Marks”) in connection with Service Provider’s performance of the Services.  Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon Service Provider any right, title, or interest in any of the Marks or goodwill of Customer.  Customer hereby represents that it is the sole owner of or has secured sufficient rights to use all of its Marks licensed to Service Provider herein.  Service Provider agrees that it shall cease using Customer’s Marks immediately upon Customer’s written request, and in no event shall the license granted in this Section 6.1 survive the term of this Agreement.    

6.2 Except for the Marks or any Confidential Information (as defined below) of Customer, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, phenotypes, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Service Provider.  Service Provider hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services in connection with the operation of the Facility.  Customer agrees that it shall cease using the Intellectual Property Rights immediately upon Service Provider’s written request, and in no event shall the license granted in this Section 6.2 survive the term of this Agreement. 

7. Confidentiality.

7.1 From time to time during the term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, by its very nature, constitutes information of a type that any reasonable business person would conclude was intended by the Disclosing Party to be treated as proprietary, confidential, or private, regardless of whether such information was marked or identified as proprietary, confidential, or private, (“Confidential Information”); provided, however, that Confidential Information does not include any information that:  (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. 

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7.2  The Receiving Party shall:  (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group (as defined below) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.  For purposes of this Section 7 only, Receiving Party’s Group shall mean the Receiving Party, the Receiving Party’s Affiliates (as defined below) and their employees, officers, directors, members, managers, partners, agents, independent contractors, service providers, subcontractors, attorneys, accountants, and financial advisors.  “Affiliate” of a Party means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party.  For purposes of this Agreement, (a) the term “Affiliate” means, with respect to any Person (as defined below), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; (b) the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and (c) the term “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

7.3 If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. 

8. Non-Solicitation.

8.1 During the term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement who is then in the employ of the other Party.  A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this Section 8.1, and the hiring of any employee or independent contractor who freely responds thereto shall not be a breach of this Section 8.1.

8.2If either Party breaches Section 8.1, the breaching Party shall, on demand, pay to the non-breaching Party a sum equal to one year’s basic salary or the annual fee that was payable by the claiming Party to that employee, worker, or independent contractor plus the recruitment costs incurred by the non-breaching Party in replacing such person. 

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9. Contingencies; Term, Termination. 

9.1 This Agreement shall automatically commence upon the later of the date on which (a) those certain Notices of Transfer of Interests pending before the State of Nevada Cannabis Compliance Board (“CBB”) filed by Econevada LLC, a Nevada limited liability company, in favor of Service Provider are approved, (b) those certain Notices of Transfer of Interests pending before the CBB filed by Phenofarm NV LLC, a Nevada limited liability company, in favor of Service Provider are approved, and (c) all inspections and approvals of the Equipment, the Facility, and the Premises by the State of Nevada, including the CCB, have been satisfied, and all approvals required in connection with Service Provider’s provision of the Services have been obtained from the State of Nevada, including the CCB, each as determined by Service provider in its commercially reasonable discretion.  Thereafter, this Agreement shall continue until terminated pursuant to the terms of this Section 9 or as otherwise expressly permitted under this Agreement.

9.2 Either Party may terminate this Agreement for convenience effective upon sixty (60) days’ written notice to the other Party.

9.3 Either Party may terminate this Agreement, effective upon written notice to the other Party, following the occurrence of any of the following events:

(i) the other Party shall commence any proceeding or any other action relating to it in bankruptcy or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under the United States Bankruptcy Act, as amended, or under any other insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing;

(ii) the other Party shall admit in writing its inability to pay its debts as they mature in any petition or pleading in connection with any such proceeding;

(iii) the other Party shall apply for, or consent to or acquiesce in, an appointment of a receiver, conservator, trustee or similar officer for it or for all or substantially all of its assets and property;

(iv) the other Party shall make a general assignment for the benefit of creditors; or

(v) the other Party shall admit in writing its inability to pay its debts as they mature;

(vi) the other Party is dissolved or liquidated or takes any company action for such purpose;

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(vii) if any proceedings are involuntarily commenced or any other action is taken against the other Party in bankruptcy or seeking reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under the United States Bankruptcy Act, as amended, or under any other insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing; or a receiver, conservator, trustee or similar officer for the other Party or for all or substantially all of its assets and properties is appointed; and in each such case, such event continues for ninety (90) days undismissed, unbounded and undischarged;

(viii) any enforcement action is commenced against Service Provider, Customer, or any of their respective Affiliates or employees that affects, or would reasonably be expected to impair, the businesses or operations of Service Provider or Customer (including but not limited to the Services to be performed hereunder); or

(ix) any change or revocation of state or local law, regulation, or licensing that has the effect of prohibiting or materially restricting the legal operation of the Facility and/or the performance of the Services. 

9.4 Service Provider may terminate this Agreement, effective upon written notice to Customer, if:

(a) Customer fails to pay any amount when due hereunder (i) and such failure continues for ten (10) days after Customer’s receipt of written notice of nonpayment or (ii) more than two (2) times during any consecutive twelve (12) month period; or

(b) Customer or its Affiliate has (A) defaulted under the Purchase Agreement, the Promissory Note, or the Land Lease, (B) failed to cure such breach (if applicable), and (C) Service Provider is entitled to terminate the Purchase Agreement, the Promissory Note, or the Land Lease, as the case may be, in accordance with the terms of the respective agreement. 

9.5 Upon termination of this Agreement, (a) Customer shall (i) immediately return to Service Provider all Service Provider property and all other records and materials (in whatever form) in Customer’s possession or control that are related to, and/or were produced by or on behalf of Service Provider in connection with, this Agreement and the performance of the Services and (ii) within thirty (30) days after the date of termination, pay to Service Provider all fees and other amounts outlined under Section 4 that had been earned but which remain unpaid as of the date of termination, and (b) Service Provider shall immediately return to Customer all Customer property and all other Customer records and materials (in whatever form) in Service Provider’s possession or control that are related to, and/or were produced by or on behalf of Customer in connection with, this Agreement and the performance of the Services. 

9.6 The rights and obligations of the Parties set forth in Section 7 (Confidentiality), Section 8 (Non-Solicitation) Section 10 (Indemnification), Section 11 (Limitation of Liability), and Section 13 (Miscellaneous), and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination of this Agreement, will survive any such termination of this Agreement.

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10. Indemnification.

10.1 Service Provider shall defend, indemnify, and hold harmless Customer and Customer’s Affiliates and their officers, directors, employees, agents, successors, and permitted assigns (each, a “Customer Indemnitee”) from and against all Losses (as defined below) arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an “Action”) arising out of or resulting from bodily injury, death of any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Service Provider. For purposes of this Agreement, “Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

10.2 Customer shall defend, indemnify, and hold harmless Service Provider and Service Provider’s Affiliates and their officers, directors, employees, agents, successors, and assigns (each, a “Service Provider Indemnitee”) from and against all Losses arising out of or resulting from any third-party Action arising out of or resulting from:

(a) bodily injury, death of any person, or damage to real or tangible, personal property resulting from the grossly negligent or willful acts or omissions of Customer;

(b) Customer’s and Customer’s Affiliates’ activities and operations at the Facility or otherwise in relation to use of the Licenses; and

(c) Service Provider’s use of any Customer Marks or any instruction, information, designs, specifications, or other materials provided by Customer to Service Provider.

10.3 The Party seeking indemnification hereunder shall promptly notify the indemnifying Party in writing of any Action and cooperate with the indemnifying Party at the indemnifying Party’s sole cost and expense. The indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying Party’s sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the indemnified Party without the indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified Party’s failure to perform any obligations under this Section 10.3 shall not relieve the indemnifying Party of its obligations under this Section 10.3 except to the extent that the indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified Party may participate in and observe the proceedings at its own cost and expense.

11. Limitation of Liability.

11.1 IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

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11.2 IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Insurance. During the term of this Agreement and for a period of twelve (12) months thereafter, Customer (to the extent it has employees or business at the Premises) and Service Provider shall, each at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect, including (a) commercial general liability insurance in a sum no less than $1,000,000 and (b) worker’s compensation and employer’s liability insurance as required by the laws of the State of Nevada with financially sound and reputable insurers. Upon request by a Party, the other Party shall provide the requesting Party with a certificate of insurance evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name the other Party as an additional insured. Each Party shall provide thirty (30) days’ advance written notice to the other Party in the event of a cancellation or material change in the notifying Party’s insurance policy. Except where prohibited by law, each Party shall require its insurer to waive all rights of subrogation against the other Party and its insurers.

13. Miscellaneous.

13.1  Non-Exclusivity.  Service Provider retains the right to perform the same or similar type of services on behalf of itself, its Affiliates, or third parties during the term of this Agreement and thereafter. 

13.2  Recitals; Entire Agreement.  The recitals are an integral part of this Agreement and are incorporated into this Agreement as if fully set forth herein.  This Agreement, including and together with any related exhibits, schedules, attachments, appendices, and the Purchase Agreement, the Promissory Note, and the Land Lease constitute the entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 

13.3  Notices.  All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 13.3:

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If to Service Provider:	Marapharm Las Vegas LLC 102-1561 Sutherland Ave., Kelowna, BC Canada, V1Y 5Y7 Attn: Erik Anderson, Managing Member Email: eanderson@fiorecannabis.com
with a copy (which shall not constitute notice) to:
	Snell & Wilmer L.L.P. 3883 Howard Hughes Pkwy #1100 Las Vegas, NV 89169 Attn: Charles E. Gianelloni, Esq. Email:
If to Customer:	Allied Corp. 201 – 1405 St Paul St. Kelowna, British Columbia Canada V1Y 2E9 Attn: Calum Hughes, Chief Executive Officer Email: calum@allied.health
with a copy (which shall not constitute notice) to:
	Cutler Law Group, P.C. 6575 West Loop South, Suite 500 Bellaire, TX 77401 Attn: M. Richard Cutler Email:

13.4 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.5 Amendments. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of each Party.

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

13.7 Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Upon prior written notice to Service Provider, Customer shall have the right but not the obligation to assign this Agreement to an entity that it controls or is controlled by without the consent of Service Provider. Any purported assignment or delegation in violation of this Section 13.7 shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any Affiliate or to any person acquiring all or substantially all of Service Provider’s assets without Customer’s consent.

13.8 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

13.9 Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Customer being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services and all other activities with respect to the Licenses. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services or activities with respect to the Licenses. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

13.10 No Third-Party Beneficiaries. Subject to the next sentence, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The Parties hereby designate Customer Indemnitees and the Service Provider Indemnitees as third-party beneficiaries of Section 10 (Indemnification) with the right to enforce such section.

13.11 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).

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13.12 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Nevada in each case located in the county of Clark, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

13.13 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.14 Force Majeure.

(a) No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, explosion, epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party.

(b) The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section 25, the other Party may thereafter terminate this Agreement upon written notice.

13.15 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 13.3, a signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature(s) on following page(s)]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Execution Date by their respective duly authorized representatives.

SERVICE PROVIDER:
MARAPHARM LAS VEGAS LLC, a Nevada limited liability company
By:	/s/ Erik Anderson
Name:	Erik Anderson
Title:	Manager
CUSTOMER:
ALLIED US PRODUCTS, LLC, a Nevada limited liability company
By:	/s/ Calum Hughes
Name:	Calum Hughes
Title:

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EXHIBIT A

SUMMARY OF FUNDS TO BE ADVANCED BY CUSTOMER

[to be attached]

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