EXHIBIT 10.1

ASSET PURCHASE AGREEMENT WITH REAL ESTATE

This Asset Purchase Agreement with Real Estate (“Agreement”) is made as of the 30^th day of August, 2022 (“Effective Date”), by and between Greenleaf Growers, Inc. a Michigan corporation, of 2960 Madison Avenue SE, Grand Rapids, MI 49548 (“Company”); NJD Investments, LLC, a Michigan limited liability, of 2960 Madison Avenue SE, Grand Rapids, MI 49548 and Soleri, LLC, a Michigan limited liability, of 2960 Madison Avenue SE, Grand Rapids, MI 49548 (collectively, “Real Estate Owners”); Nicholas DeHaan, of 2421 Wrenwood Street SW, Wyoming, MI 49519 ("Owner"; Company, Real Estate Owners and Owner are, collectively, “Seller”), and 2900 Madison Ave Holdings, LLC, a Michigan limited liability company, of 55 Campau Ave. NW, Suite 300, Grand Rapids, Michigan 49503 (“Buyer”).

BACKGROUND

Nicholas is the sole shareholder of the Company. The Company operates an agriculture, bedding plants and hanging baskets business (the “Business”) from a facility located at 2900 Madison Ave. SE, Grand Rapids, Michigan, which is included in the real property described herein (see Schedule 1.2, the "Real Property"). This Agreement contemplates a transaction in which Buyer will purchase the Real Property and substantially all of the assets used or held for use by the Company relating to the Business.

AGREEMENT

The parties, intending to be legally bound, agree as follows.

ARTICLE I

PURCHASE AND SALE OF ASSETS AND REAL PROPERTY

1.1 Purchase and Sale of Assets. Buyer agrees to purchase from the Company and the Company agrees to sell, transfer, assign, convey to Buyer all of the Company’s right, title and interest in and to all of the assets owned or used by the Company in the conduct of the Business (collectively, the “Purchased Assets”), free and clear of any security interest, pledge, mortgage, lien, charge, restriction, or other encumbrance, including without limitation any lien for taxes due but unpaid (collectively “Lien”). Without limiting the generality of the foregoing, the Purchased Assets shall include all of the Company’s right, title and interest in and to the following:

(a) all vehicles, fixtures, fixed assets, and equipment used in connection with the Business, including without limitation those items listed on the attached Schedule 1.1(a);

(b) all of the following, including all goodwill associated therewith, in any jurisdiction throughout the world used in connection with the Business: (i) all trademarks, service marks, trade dress, logos, slogans, trade names, including without limitation the name “Greenleaf Growers” and all derivations thereof, and all applications, registrations, and renewals in connection therewith, (ii) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (iii) all trade secrets and confidential business information; (iv) all websites, domain names, online blog ownership, telephone numbers, Post Office Box address, social media content and domains, user names and passwords for all customer accounts and systems, and online written content; and (v) accounting software and data contained therein (collectively, “Intellectual Property Assets”);

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(c) all software, electronic systems and databases and all information contained therein relating to the Company;

(d) all raw material inventory, finished goods inventory, spare parts, supplies, and other inventory of Company (“Inventory”);

(e) all documents that are used in, held for use in or intended to be used in, or that arise primarily out of, the Business, including documents relating to products, services, marketing, advertising, promotional materials, Intellectual Property Assets, and all files, customer files and documents (including credit information), customer lists, supplier lists, pricing information, records, literature and correspondence;

(f) all licenses, permits and registrations used by the Company in the Business, all of which are listed on the attached Schedule 1.1(f);

(g) all rights of the Company under or pursuant to all warranties, representations and guarantees made by suppliers and contractors to the extent relating to products sold, or services provided, to the Company or to the extent affecting any Purchased Assets and/or the Business;

(h) the Company’s rights in and to any and all Contracts identified on the attached Schedule 1.1(h) (“Assumed Contracts”); and

(i) all goodwill and other intangible assets associated with the Business, including intangibles and the goodwill associated with the Purchased Assets.

1.2 Purchase and Sale of Real Property. Buyer agrees to purchase from Real Estate Owners and Real Estate Owners agree to sell to Buyer on the terms and subject to the conditions set forth in this Agreement, the Real Property, which is more particularly described on Schedule 1.2 attached hereto, and which includes Real Estate Owner's interest in all improvements, fixtures, easements, hereditaments, and appurtenances associated with the Real Property.

1.3 Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include Seller’s cash or cash equivalents, accounts receivable, or those items listed in Schedule 1.3.

1.4 No Assumption of Liabilities. Other than the obligations arising after the Closing under the Assumed Contracts (the “Assumed Liabilities”), Buyer shall not assume, and in no event shall be deemed to have assumed, any debt, claim, contract, obligation or other liability of Seller, whether asserted or not, including without limitation any product liability or product warranty claims, tax liabilities of Seller relating to the Purchased Assets or the Real Property or otherwise incurred by Seller prior to the Closing Date, or any obligations or liabilities of Seller owing to its shareholders, members or affiliates.

1.5 Purchase Price. The purchase price for the Real Property and the Purchased Assets shall be Two Million Eight Hundred Eighty-Six Thousand and 00/100 Dollars ($2,886,000.00) (the “Purchase Price”). The Purchase Price shall be paid by Buyer as follows:

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(a) One Million Seven Hundred Fifty Thousand and 00/100 Dollars ($1,750,000.00) to Seller in cash at Closing, by wire transfer or other immediately available funds (the “Cash Payment”).

(b) One Million One Hundred Thirty-Six Thousand and 00/100 Dollars ($1,136,000) in the form of one or more promissory notes in the form attached hereto as Exhibit A (the “Promissory Notes”). The Promissory Notes will be secured by a mortgage on the Real Property and a lien on the assets of the Buyer. The Promissory Notes will be guaranteed pursuant to the Guaranty referenced in Section 2.3(j).

1.6 Allocation of the Purchase Price. The allocation of the Purchase Price among the Purchased Assets and Real Property for all purposes, including financial accounting and tax purposes, as well as the allocation of the Cash Payment and Promissory Note portion of the Purchase Price, shall be as set forth on the attached Schedule 1.6. The parties agree to prepare all tax reporting, including IRS Form 8594, consistent with this allocation.

ARTICLE II

CLOSING AND CLOSING DATE

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place in escrow at the offices of the Title Company or such other location mutually agreed upon by the parties, or remotely by the exchange of electronic signatures, on a date to be mutually determined by Buyer and Seller (the “Closing Date”) that is on or before August 31, 2022; provided, however, Buyer may elect to extend the Closing Date for a period of fifteen (15) days thereafter by written notice to Seller.

2.2 Closing Deliveries by Seller. At the Closing, Seller shall deliver to Buyer the following, executed by the proper parties:

(a) a Covenant Deed for the Real Property, in the form attached hereto as Exhibit B;

(b) a fully executed Assignment and Bill of Sale, the form of which is attached hereto as Exhibit C;

(c) a fully executed Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit D;

(d) a fully executed Non-Compete Agreement, the form of which is attached hereto as Exhibit E;

(e) a fully executed Consulting Agreement, the form of which is attached hereto as Exhibit F;

(f) a fully executed Escrow Agreement (if applicable);

(g) certificates of title, free and clear of any and all liens and security interests, and duly endorsed to Buyer, for all titled vehicles included in the Purchased Assets;

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(h) a closing statement setting forth the Purchase Price and closing adjustments (“Closing Statement”);

(i) a certificate of non-foreign status in the form prescribed by the Title Company;

(j) a certificate of the secretaries of the Company and Real Estate Owners, respectively, in form and substance reasonably satisfactory to Buyer, certifying as to (i) the articles of incorporation of Company and articles of organization of Real Estate Owners, (ii) the Bylaws of the Company and Operating Agreements of Real Estate Owners, (iii) the resolutions of the shareholders and directors of the Company approving and authorizing this Agreement and the transactions contemplated by this Agreement and the resolutions of the members and managers authorizing and approving this Agreement for Real Estate Owners, and (iv) a good standing certificate of the Company and Real Estate Owners issued by the State of Michigan; and

(k) any other documents and instruments required by this Agreement or reasonably requested by Buyer or the Title Company to effect or evidence the transactions contemplated by this Agreement.

2.3 Closing Deliveries by Buyer. At the Closing, Buyer shall deliver to the appropriate Seller the following, executed by the proper parties:

(a) the Purchase Price, Promissory Notes, mortgage, security agreement and guaranty;

(b) the fully executed Assignment and Bill of Sale;

(c) the fully executed Assignment and Assumption Agreement;

(d) the Non-Compete Agreement;

(e) the fully executed Consulting Agreement;

(f) a fully executed Escrow Agreement (if applicable);

(g) a Closing Statement;

(h) a Residential Real Estate Lease between Buyer, as landlord, and the current residents of the dwelling, as tenant, in the form of Exhibit G1, with respect to the real property commonly known as 2976 Madison Ave. SE, Grand Rapids, Michigan, Being Tax Parcel No. 41-18-18-201-026. Such Residential Real Estate Lease shall include a rent-free period from the Closing Date through August 31, 2023 (the “Parcel 43 Lease”);

(i) a Residential Real Estate Lease between Buyer, as landlord, and the current residents of the dwelling, as tenant, in the form of Exhibit G2, with respect to the real property commonly known as 2896 Madison Ave. SE, Grand Rapids, Michigan, being Tax Parcel No. 41-18-18-201-043 (which lease includes the adjacent storage building). Such Residential Real Estate Lease shall include a rent-free period for three (3) years following the Closing Date (the “Parcel 26 Lease”);

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(j) Buyer shall cause Edible Garden AG Incorporated, a Delaware corporation, to deliver the Guaranty to Seller in the form of Exhibit H; and

(k) any other documents and instruments required by this Agreement or reasonably requested by Seller or Title Company to effect or evidence the transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

For the purposes of this Agreement, the phrase “to the Seller’s knowledge” means such knowledge as the Company, Real Estate Owners, and their officers, directors, shareholders, members, and managers, including without limitation the Owners, actually have. The Company, Real Estate Owners, and Owners jointly and severally represent and warrant to Buyer, both as of the Effective Date and as of the Closing Date, as follows:

3.1 Organization of Seller. The Company is a Michigan corporation, duly organized, validly existing, and in good standing under the laws of the State of Michigan and has full power to carry on its business as now being conducted. Each Real Estate Owner is a Michigan limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Michigan and has full power to carry on its business as now being conducted.

3.2 Authorization. Seller has full power and authority to execute and deliver this Agreement and all other agreements and documents to be executed and delivered by Seller in connection with the consummation of the transactions contemplated hereby and to perform its obligations under it. 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 actions on the part of Seller. 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.

3.3 Non-contravention. To Sellers' knowledge, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the articles of incorporation, articles of organization, bylaws, or operating agreement of Seller or (ii) except as disclosed in Schedule 3.3, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which any of a Seller’s assets are subject. Except as disclosed in Schedule 3.3, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency, or any other third party, in order to consummate the transactions contemplated by this Agreement.

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3.4 Tax Matters.

(a) “Taxes” shall mean all taxes, charges, fees, levies, or other assessments (whether U.S. federal, state, local, or foreign) based upon or measured by income and any other tax whatsoever, including, without limitation, single business, gross receipts, profits, premium, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, employment, unemployment, excise, windfall profits, license, occupation, or real or personal property taxes, together with any interest, penalties, or additions to tax resulting from, attributable to, or incurred in connection with any such taxes or any contest or dispute thereof.

(b) The Seller has (i) filed all federal, state, county, and local income, business, excise, withholding, property, sales, use, franchise, unemployment compensation, and other tax returns and related information which are required to be filed by it as of the date hereof and as of the Closing Date, (ii) prepared and filed all such tax returns in accordance with applicable law, and (iii) paid in full all taxes, interest, penalties, assessments, or deficiencies thereon which have become due pursuant to such returns or pursuant to any assessment which has become due or payable. Such returns are true, correct, accurate, and complete. None of the Purchased Assets or Real Property are or at the Closing Date will be encumbered by any Liens arising out of any unpaid Taxes (except for Taxes that are not yet due and payable) and, to Seller’s knowledge, there are no grounds for the assertion or assessment of any Liens against any of the Purchased Assets or Real Property in respect of any Taxes (other than Liens for Taxes, if payment thereof is not yet due).

(c) The Company will have sufficient cash and other assets available for payment of all Taxes of Seller in connection with the Business.

(d) All Taxes that Company has been required to collect or withhold for in connection with the Business, including, but not limited to, any employee, independent contractor, creditor, stockholder, or other party, have been duly withheld or collected and, to the extent required, have been paid to the proper taxing authority. Seller has not received any reports or other written assertions by agents of any taxing authority of any deficiencies or other Liabilities for Taxes in connection with the Business with respect to taxable periods for which the limitations period has not run. Seller has not waived any statute of limitations in respect of Taxes in connection with the Business or agreed to any extension of time with respect to a Tax assessment or deficiency in connection with the Business.

3.5 Inventory. To Sellers' knowledge, and except as otherwise disclosed to Buyer, all of the Inventory of the Business consists of a quality and quantity usable and, with respect to finished goods, saleable, in the ordinary course of business. The quantities of each item of Inventory are consistent with the past practices of the Company, except for soil inventory (see Schedule 1.3). The Company has not sold inventory to customers, distributors, sales agents, resellers, or similar Persons in excess of such Person’s reasonable anticipated needs in the ordinary course of business, including through volume discounts, rebates or similar incentives, or credit terms not reasonably consistent with prior practices with respect to such customer, distributor, sales agent, reseller, or similar Person.

3.6 Litigation. No Seller has been served with any 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 Seller, the Business, the Purchased Assets, the Real Property, or the Assumed Liabilities; or (b) that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. To Seller’s knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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3.7 Broker’s Fees. Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Buyer could become liable or obligated.

3.8 Title to and Condition and Sufficiency of the Purchased Assets and Real Property. Seller has, and at the Closing, Buyer will receive good and marketable title to, all of the tangible Purchased Assets and Real Property free and clear of all Liens, except as disclosed to Buyer by Seller, in the Buyer's survey, or in the title commitment for the Real Property, and except for encumbrances set forth in Schedule 3.8 which encumbrances will be removed at Closing. As to the Intangible Assets, Seller warrants that to its knowledge it has the sole and exclusive right, title and interest in and to all of its names, common law trademarks and servicemarks, copyrights, customer lists, supplier lists, and other intangible property. Seller has not been charged with any claim of, or been served with a legal action or proceeding alleging its infringement of any proprietary rights, names or marks of any other person or entity and Seller has no knowledge, or any reasonable grounds to know, of any such infringement. To Seller’s knowledge, it holds valid licenses for the computer programs used by the Business, but does not warrant the transferability of said licenses.

To Seller's knowledge, and except as set forth in Schedule 3.8A, the Purchased Assets and the improvements and fixtures located on the Real Property are in good condition and working order and free from material defects, and no material repairs to or replacements of the Purchased Assets, improvements, or fixtures are needed. The Purchased Assets constitute all the personal property and assets, tangible and intangible (including, without limitation, contract rights), that are used or are necessary for the conduct of, the Business in accordance with present practices (except the Excluded Assets).

3.9 Permits and Licenses. To Seller's knowledge, Seller has all necessary permits, certificates, licenses, approvals, consents, and other authorizations required to carry on and conduct the Business and to own, lease, use, and operate the Purchased Assets and Real Property at the places in the manner in which the Business is conducted, all of which to the extent transferable shall be transferred or assigned to Buyer at the Closing, provided that transfer fees, renewal fees and related licensing fees shall be at the Buyer's expense.

3.10 Customers and Supplier. Schedule 3.10(a) lists the ten (10) largest customers of the Business for each of the three (3) most recent fiscal years and sets forth opposite the name of each such customer the dollar amount and percentage of net sales of the Business attributable to such customer. Schedule 3.10(b) lists the ten (10) largest suppliers to the Business (based upon dollar amount of purchases by Seller) and sets forth opposite the name of each such supplier the dollar amount of purchases attributable to such supplier. No customer or supplier of the Seller (i) has canceled, or threatened in writing to cancel, or otherwise modify its relationship with Seller or, after Closing, with Buyer, (ii) to Seller’s knowledge, intends to cancel or otherwise modify its relationship with Seller or, after Closing, with Buyer. All sales to customers and purchases from suppliers have been made on an arm’s length basis.

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3.11 Contracts. Schedule 3.11 includes an accurate and complete list of all material contracts to which Seller is a party (“Contracts”), whether written or oral, and identifies each Contract by the parties thereto and the date, subject matter and term thereof. Each Contract is valid and binding on Seller in accordance with its terms and is in full force and effect. To Seller's knowledge, neither Seller or any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Contract. To Seller's knowledge, no event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Contract, or result in a termination thereof, or would cause or permit the acceleration or other changes of any right or obligation, or the loss of benefit thereunder. Complete and correct copies of each contract to which the Seller is a party, including Contracts, have been made available to Buyer. To Seller's knowledge, there are no disputes pending or threatened under any Contract. Except as set forth on Schedule 3.11, all Contracts are assignable to Buyer without the consent of any other Person.

3.12 Intellectual Property. To the Seller's knowledge the Company is the sole and exclusive owner of, or appropriate licensee of, all right, title, and interest in and to all of the Intellectual Property Assets, free and clear of all Liens. Seller has not been charged with any claim of, or been served with a legal action or proceeding alleging its infringement of any Intellectual Property Assets of any other person or entity and Seller has no knowledge, or any reasonable grounds to know, of any such infringement. To Seller’s knowledge, the Company holds valid licenses for the computer programs used by the Business, but does not warrant the transferability of said licenses.

3.13 Financial Statements. Attached as Schedule 3.13 are true and complete copies of the following financial statements (collectively, the “Financial Statements”): (a) the balance sheets and related statements of income and cash flows of the Company for the fiscal years ended December 31, 2020, and December 31, 2021, and (b) the internally prepared balance sheet and related statements for each full calendar month in 2022 through June. All Financial Statements are in accordance with the books and records of the Company, and such books and records of the Company are materially true, complete, and accurate in all respects. Each of the balance sheets included in the Financial Statements fairly presents, in all material respects, the financial position of the Company as of its date, and each of the related statements of income and cash flows included within the Financial Statements fairly presents, in all material respects, the results of operations and cash flows of the Company as of its date.

3.14 No Undisclosed Liabilities. To Seller's knowledge, and except as otherwise disclosed in the Financial Statements or pending orders and payables incurred in the ordinary course of the Business, the Company does not have any debts, liabilities, or obligations of any kind or character whatsoever, whether accrued, absolute, contingent, matured, not matured, known, unknown, or otherwise, and whether or not of a character as would be required to be reflected in the Financial Statements.

3.15 No Adverse Changes. Since September 30, 2021, and except for the death of John DeHaan, there has not been any occurrence, condition, or development uniquely applicable to the Seller (as opposed to the industry or economy in general) that has adversely affected, or is likely to adversely affect, the Company, or its prospects, condition (financial or otherwise), operations, assets, or the Business.

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3.16 Employees. Schedule 3.16 contains a complete and accurate list of all Company employees, together with each such employee’s date of hire, title or position, accrued vacation and/or paid time off, current salary or wages, the date and amount of last pay change, accrued but unpaid bonuses that the Company owes any employee, current benefits, and a description of any restrictive covenants to which such employee is bound. Real Estate Owners do not have, and have never had, any employees. There is not now, nor has there been at any time during the past five (5) years, any strike, lockout, grievance, other labor dispute, or trouble of any nature pending or threatened against the Company or that in any manner affects the Company. To Seller's knowledge, the Company is and has been in compliance with all rules regulating employee wages and hours. On the Closing Date, the Company shall have paid all its accrued obligations relating to employees (whether arising by operation of law, by contract, or by past service) or payments to trusts or other funds, to any governmental agency, or to any individual employee (or his or her legal representatives) with respect to unemployment compensation benefits, or Social Security benefits. To Seller's knowledge, the Company has complied with all requirements of the U.S. Immigration and Nationality Act, as amended, including without limitation all employment verification and antidiscrimination provisions applicable to current and former employees of the Company. All of the Company’s employees are employees-at-will, may, subject to applicable law, be terminated at any time in accordance with the written policies of the Company for any lawful reason or for no reason.

3.17 Employee Benefit Plans.

(a) Schedule 3.17 lists all compensation and benefit plans, contracts, and arrangements maintained, sponsored, or participated in by the Company in connection with the Business, and in effect as of the date hereof including, without limitation, all pension (including all such employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), profit-sharing, savings and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay, medical and life insurance plans, and employee welfare benefit plans as defined in Section 3(1) of ERISA that are sponsored by the Company and in which any employees of the Company in connection with the Business participate (collectively, “Employee Benefit Plans”).

(b) Company has no Employee Benefit Plans sponsored by the Company that are “employee pension benefit plans” as defined in Section 3(2) of ERISA

(c) Neither the Company nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which employees of the Company in connection with the Business participate.

(d) No Employee Benefit Plan provides, and neither the Company nor Owners have promised to provide, medical, surgical, hospitalization, death, or similar benefits (whether or not insured) for employees for periods extending beyond their termination of service (including retirement), including without limitation any payment of an employee or former employee’s portion of COBRA continuation coverage premiums, other than (i) coverage mandated by applicable law, or (ii) death benefits under any Employee Benefit Plan.

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3.18 Compliance with Laws. To Seller's knowledge, the Seller at all times has been, and are and at Closing will be, in full compliance with all federal, state, and local laws, rules, regulations, codes, and ordinances applicable to the conduct or operation of the Business, the Purchased Assets, and/or the Real Property, and Seller has not received, and to Seller's knowledge there is no basis for, any notice or other communication from any governmental authority or any other person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any applicable law, rule, regulation, code, or ordinance.

3.19 Insurance. Schedule 3.19 contains a summary of Seller’s loss-run reports for the last three (3) years, together with a list of each insurance policy (including any “key man” policies, insuring the life of a person other than the Owner, and any policies providing property, casualty, liability, and workers’ compensation coverage and bond and surety arrangements) to which Seller is a party, a named insured, or otherwise the beneficiary of coverage in connection with the Business or any Purchased Assets, and for each such policy, lists the amount of such coverage and whether the policy is a claims made or occurrence policy. Except as set forth on Schedule 3.19, there are no outstanding claims by Seller under any such insurance policies, there have been no claims by Seller under any such insurance policies in the last three (3) years, and there have been no historical gaps in coverage. Seller has not, with respect to the Business or the Purchased Assets, been refused any insurance nor has Seller’s coverage been canceled or limited by any insurance carrier to which it has applied for any insurance or with which it has carried insurance during the last three (3) years. Seller has, with respect to the Business and the Purchased Assets, complied with any and all requirements of each insurer of each insurance policy, timely and duly given all notices required to have been given to any insurance company, and no insurance company has asserted in writing that any claim by Seller is not covered by the applicable policy relating to such claim.

3.20 Product Liability and Warranty. To Seller's knowledge, Seller does not have any liability (and to Seller’s knowledge, there is no basis for any Action against Seller giving rise to any liability) arising out of any injury to individuals or damage to property as a result of the ownership, possession, or use of any product sold, leased, assembled, repaired, restored, manufactured, or delivered by Company in connection with the Business. No service offered, or product manufactured, assembled, repaired, restored, sold, leased, or delivered by Company in connection with the Business is subject to any guaranty, warranty, or other indemnity of the Company

3.21 Real Property.

(a) Real Property Owners have good and marketable fee simple title to the Real Property, free and clear of all encumbrances except as set forth in the Title Commitment, encroachments by one parcel of Real Property on another parcel of Real Property, the Permitted Exceptions (see Section 6.2(a)) or otherwise disclosed to Buyer;

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(b) To Seller's knowledge, there are no claims, litigation, proceedings, inquiries, investigations, or disputes pending or threatened against or relating to the Real Property or Real Property Owners, and Real Property Owners do not know or have reason to know of any ground for any such litigation or proceeding;

(c) Except for the Leases listed on the attached Schedule 3.21(c) (“Leases”), which Leases shall be terminated by Seller on or before Closing, there are no leases or other occupancy agreements affecting any portion of the Real Property, and at Closing there will be no parties in possession of any portion of the Real Property or parties with any rights of possession to any portion of the Real Property except as referenced in Section 2.3;

(d) There are no maintenance or other contracts affecting the Real Property that cannot be terminated by the Real Property Owners at or before Closing;

(e) To Seller's knowledge, the Real Property is in full compliance with all federal, state, and local laws, statutes, ordinances, rules, regulations, and codes, including without limitation applicable zoning ordinances, and with all restrictions, covenants, easements, agreements, and other documents listed as exceptions in the Title Commitment, except encroachments by one parcel of Real Property on another parcel of Real Property, or otherwise disclosed to Buyer;

(f) There are no undisclosed obligations or agreements of Real Property Owners affecting the Real Property and to Seller's knowledge there are no actions, suits or proceedings pending or threatened against or relating to Real Property Owners or all or any portion of the Real Property in any court or before any federal, state, county or municipal department, commission, board, agency or other governmental instrumentality which, if successful, would prevent Real Property Owners from completing the sale of the Real Property or prevent Buyer from using the Real Property for operating the Business consistent with past practices. Real Property Owners have not received notice of non-compliance with any applicable laws, ordinances, regulations, statutes, rules, covenants and restrictions pertaining to the Real Property.

3.22 Environmental Matters.

(a) The following terms used in this Section 3.23 have the meanings set forth below:

(i) “Environmental Law(s)” shall mean any federal, state, county, municipal and local, foreign and other statutes, laws, rules, regulations, and ordinances or rule of common law that relate to or deal with protection of human health, safety, or the environment (including the Occupational Safety and Health Act, 29 USC 651 et seq.), or that govern (A) the existence, cleanup and/or remediation of Hazardous Substances on property; (B) the release, emission, or discharge of Hazardous Substances into the environment; (C) the control of hazardous waste; or (D) the use, generation, transport, treatment, storage, disposal, removal, or recovery of Hazardous Substances, including building materials, all as may be from time to time amended or enacted or promulgated.

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(ii) “Hazardous Substance(s)” shall mean (A) any oil, flammable substances, explosives, radioactive materials, hazardous substances or wastes, toxic substances or wastes, pollutants, contaminants, or any related materials or substances identified in or regulated by any Environmental Law (including any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act (42 USC 9601 et seq.)); and (B) asbestos, polychlorinated biphenyls, urea formaldehyde, nuclear fuel or material, chemical waste, explosives, carcinogens, petroleum products and by-products (including any fraction thereof), and radon.

(b) To Seller's knowledge, Seller is now and has at all times been in full compliance with all Environmental Laws, and (i) Seller has no known liabilities (whether accrued, absolute, contingent, matured, not matured, or otherwise) under or by virtue of any Environmental Laws; (ii) to Seller's knowledge, neither Seller nor its directors, officers, employees, or agents have generated, treated, stored, transported, or arranged for the transportation of or disposal of any Hazardous Substances at any time that have been transported to or disposed of in any landfill or other facility where the transportation or disposal could create liability to Seller or Buyer or any unit of government or any third party.

(c) To Seller's knowledge (i) There are no known substances or conditions in or on the Real Property, or at any geologically or hydrogeologically adjoining property that may support a claim or cause of action against Seller or Buyer under any Environmental Laws; and (ii) there are not, and never have been, any known underground storage tanks located in or under the Real Property, except as otherwise disclosed to Buyer's professional environmental company.

(d) To Seller's knowledge, no activity has been undertaken on the Real Property while the Real Property was under the ownership of Seller or, to the Sellers’ knowledge, prior thereto, or at any geologically or hydrogeologically adjoining property that would cause or contribute to (i) the Real Property becoming a treatment, storage, or disposal facility within the meaning of any Environmental Laws; (ii) a release or threatened release of any Hazardous Substances; or (iii) the discharge of pollutants or effluents into any water source or system, any navigable waters, into the air, or the dredging or filling of any navigable waters, or where the action would require a permit under any Environmental Laws. To Seller's knowledge, Seller has obtained all permits required by all applicable Environmental Laws, and all of those permits are in full force and effect.

(e) Seller has disclosed and delivered to Buyer all environmental reports and investigations, including but not limited to, copies and results of any studies, analyses, tests, or monitoring that it has in its possession or that Seller has ever obtained or ordered with respect to the Real Property.

3.23 Full Disclosure. No representation or warranty of Seller made in this Agreement, nor any written statement or certificate furnished to the Buyer pursuant hereto, or in connection with the transactions contemplated hereby, contains any untrue statement of material fact, or omits to state a material fact necessary to make the statement or facts contained herein or therein not misleading.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

4.1 Organization of Buyer. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan and has full power to carry on its business as now being conducted.

4.2 Authorization. Buyer has full power and authority to execute and deliver this Agreement and all other agreements and documents to be executed and delivered by Buyer in connection with the consummation of the transactions contemplated hereby and to perform its obligations under it. This Agreement constitutes the valid and legally binding obligation of Buyer. Buyer has taken all necessary action to approve the execution, delivery and performance of this Agreement and all other agreements and documents related hereto.

4.3 Non-Contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of the articles of incorporation, articles of organization, bylaws, or operating agreement of Buyer or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which Buyer is bound. Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency, or any other third party, in order to consummate the transactions contemplated by this Agreement.

4.4 Broker’s Fees. Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Seller could become liable or obligated.

4.5. Knowledge. Buyer has no knowledge of any material inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement, or any failure by Seller to perform or observe in full, or to have performed or observed in full, any covenant, agreement or condition to be performed or observed by Seller under this Agreement.

ARTICLE VI

COVENANTS

5.1 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.

5.2 Post-Closing Consents. Buyer and Seller will use their commercially reasonable efforts from and after the Closing Date to obtain any necessary third-party consents that have not been obtained by Seller prior to the Closing Date in those situations where the parties have agreed to proceed with closing without such consents.

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5.3 Proration and Transfer Taxes. Seller shall pay any and all transfer taxes and revenue stamps resulting from or relating to the sale of the Real Property. Seller shall pay all delinquent real property taxes, and installments of assessments which are due and payable against the Real Property as of the date of closing, but all taxes and installments of assessments first due and payable in the year of closing shall be prorated on a calendar year basis, without regard to the lien date. Seller shall be responsible for that portion of such taxes and installments of assessments from January 1 through, but not including, the date of closing. Buyer shall be responsible for that portion of such taxes and installments of assessments from the date of closing through the end of the year.

5.4 Closing Costs and Transfer Taxes. Buyer shall pay the following expenses incurred in connection with the transactions described herein: (a) one-half of all closing fees charged by the Title Company, (b) the fee for the recording of the covenant deed, (c) all premiums and charges for any endorsements to the Title Policy requested by Buyer, (d) the cost of the Survey obtained by Buyer (if any), and (d) Buyer’s legal fees and expenses. Seller shall pay the following expenses incurred in connection with the transactions described herein: (i) the costs of the Commitment and Title Policy, and the cost of removing all unpermitted exceptions from title, (ii) one-half of all closing fees charged by the Title Company, (iii) Seller’s legal fees and expenses, and (iv) all real property transfer taxes and documentary stamp taxes, and other such taxes and fees (including penalties and interest) incurred in connection with this Agreement. At Closing, Seller agrees to pay Buyer one-half of Buyer’s costs associated with the preparation of its Baseline Environmental Assessment prepared by Grand Environmental, not to exceed $6,000.

5.5 Public Announcements. Unless otherwise required by applicable law, neither Seller nor Buyer shall make announcements (whether public or private) prior to the Closing regarding this Agreement or the transactions contemplated hereby without the prior written consent of the Buyer.

5.6 Employee Matters. Buyer may, but shall have no obligation to, offer employment to the Company’s employees, and the Company shall cooperate with and shall make available to Buyer, to the extent permitted by applicable law, all information and documents as may be necessary, to assist and coordinate the employment by the Buyer of any such employees. Effective as of the close of business on the Closing Date, the Company shall terminate the employment of all of the Company’s employees and the Company shall be responsible for, and Buyer shall not assume any responsibility for, severance, accrued leave, accrued vacation, retirement benefits, health benefits, and other employee benefits or liabilities attributable to the service of Seller’s employees prior to the Closing Date; provided, however, that Buyer may elect at the time of Closing to assume some or all of such obligations in exchange for an equivalent cash payment from the Seller or a reduction in the Purchase Price. Notwithstanding anything to the contrary in the foregoing, Buyer may modify, alter, or terminate the employment of, or any of the terms and conditions of employment of the Company’s employees who become employees of Buyer.

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5.7 Name Change. On the Closing Date, the Company shall file a Certificate of Amendment to its Articles of Incorporation with respect to the name “Greenleaf Growers” and, thereafter, will not use, operate under, or file with respect to any name that is the same as or similar to “Greenleaf Growers.”

5.8 Tax Clearance. Within 180 days after the Closing Date, the Company shall deliver to Buyer a tax clearance certificate from the State of Michigan’s Department of Treasury in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by the Company.

5.9 Business Operations. From the Effective Date through the Closing Date (or, if applicable, the termination of this Agreement), the Company shall: (a) conduct the Business in the ordinary course in a manner consistent with past practice; (b) maintain its properties and other assets in good working condition (normal wear and tear excepted); and (c) use its reasonable efforts to maintain the Business, including its employees, customers, assets and operations, as an ongoing concern in accordance with past practice.

5.10 EA Guaranty. Guarantor guarantees the performance of the Buyer under this Agreement.

5.11. Business Transition. The Company and Buyer agree to the Business Transition provisions set out in Schedule 5.11.

ARTICLE VI

CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

Buyer’s obligation to close the transactions contemplated in this Agreement shall be conditioned and contingent upon resolution, or waiver by Buyer, of each of the following:

6.1 [Intentionally deleted.]

6.2 Real Property Due Diligence.

(a) Buyer's obligation to close is contingent upon Real Estate Owners ability to convey good and marketable title to the Real Property to Buyer by a Covenant Deed, subject only to the exceptions that are permitted by this Agreement. As evidence of Real Estate Owners’ title, Buyer shall, within fourteen (14) days of the Effective Date, order at Seller’s expense from First American Title Company (“Title Company”), a commitment (“Title Commitment”) to issue an owner’s title insurance policy insuring Buyer in the amount of that portion of the Purchase Price allocated to the Real Property, which shall be in a form approved by the American Land Title Association (“ALTA”) and acceptable to the Buyer.

If the Title Commitment or a survey obtained by Buyer shows that Real Estate Owners do not have fee simple title to the Real Property, or that the Real Property is subject to liens, easements, exceptions or restrictions which are not acceptable to Buyer (“title exceptions”), then Buyer may, at its sole option, elect to terminate this Agreement, and upon such election neither party shall have any further obligation, recourse, and/or claim to or against the other. Alternatively, Buyer may elect to accept title as disclosed and proceed to close as per the terms of this Agreement.

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The matters disclosed to Buyer in the title commitment, in any recorded document, in Buyer's survey or as would be disclosed by a reasonable survey, or observable on the Real Property, and not objected to by Buyer or accepted by Buyer herein shall be the “Permitted Exceptions”, provided, however, than Seller shall pay all financial liens, taxes and assessments affecting the Real Property at Closing, except as such are expressly assumed or prorated in this Agreement, and such shall not be included in the Permitted Exceptions. At Closing, Real Property Owners shall convey to Buyer by covenant deed title to the Real Property, subject only to the Permitted Exceptions.

(b) Buyer may, at its expense, prior to Closing obtain a survey (“Survey”) of the Real Property.

(c) Buyer and its agents, consultants, and designees (“Buyer’s Agents”) may from time to time inspect the Real Property and may enter the Real Property to perform any and all inspections Buyer desires, so long as in doing so, neither Buyer nor its agents unreasonably interfere with the use and enjoyment of the Real Property by Seller. Within five (5) days of the Effective Date, Seller shall provide to Buyer copies of the following documents to the extent that they are in Seller’s possession or control (collectively, “Seller’s Documents”): (i) all title policies and title abstracts for and surveys of the Real Property; (ii) all documents relating to environmental matters affecting the Real Property (including, without limitation, reports, studies, memoranda, correspondence, test results, maps and borings/well logs); (iii) any notices with respect to the Real Property received from a governmental agency; (iv) all leases, licenses, or occupancy agreements affecting the Real Property; (v) all maintenance and other contracts affecting the Real Property; and (vi) all plans, specifications, designs and drawings of or with respect to any buildings and improvements located on the Real Property.

(d) Without limiting the generality of the foregoing, Buyer and Buyer’s Agents shall have the right to conduct an environmental assessment of the Real Property in one or more phases, including the procurement and analysis of samples of soil, groundwater, indoor air, or any other environmental medium, and any building component or other material located at the Real Property. The cost of the environmental assessment shall be borne by Buyer. Seller shall provide access and information to, and otherwise cooperate with, Buyer and Buyer’s Agents in the environmental assessment. Buyer shall have the right to interview representatives of Seller who have or may have knowledge of conditions and events relevant to the operating history or environmental condition of the Real Property.

(e) The results of all Real Property due diligence shall be satisfactory to Buyer in its sole discretion.

6.3 Business Due Diligence. From the Effective Date through the Closing Date (the “Due Diligence Deadline”), Buyer shall have full access to the Seller’s facilities, records, key employees, customers, suppliers, and advisors for the purpose of conducting the Buyer’s due diligence with respect to all aspects of Seller, the Business, the Purchased Assets and the Assumed Liabilities, the results of which shall be satisfactory to Buyer in its sole discretion. Buyer may contact the Business employees, customers and suppliers only upon written notice and consent of the Company, and, if requested by the Company, with a Company representative present. Such due diligence will include, but not be limited to, a complete review of the financial, legal, tax, intellectual property, labor records, agreements, and any other information deemed relevant by Buyer.

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Company shall have delivered to Buyer a Tax Status Letter from the Michigan Department of Treasury (“Treasury”) and a letter from the Michigan Unemployment Insurance Agency (“UIA”) stating the current amount of unpaid taxes and/or fees owed to the Treasury and the UIA, respectively, by Company. In the event Company owes the Treasury or the UIA any unpaid taxes and/or fees, Buyer may deposit in escrow a portion of the Cash Payment equal to the amount of outstanding taxes as shown in the Tax Status Letter and the communications from the UIA (“Tax Escrow Amount”), to be held pursuant to a mutually acceptable escrow agreement (the “Escrow Agreement”).

6.4 Representations, Warranties, and Covenants of Seller. The representations and warranties of Seller contained in this Agreement and all related documents shall be true and correct on the date of this Agreement and at and as of the Closing Date. Seller shall have in all respects performed and complied with all covenants, agreements, and conditions that this Agreement and all related documents require to be performed or complied with before or at the Closing.

6.5 No Litigation. No proceeding or investigation shall have been instituted before or by any court or governmental body to restrain or prevent the carrying out of the transactions contemplated by this Agreement, or that might affect Buyer’s right to own, operate, and control the Purchased Assets or the Real Property after the Closing Date.

6.6 All Necessary Consents Obtained. Seller shall have obtained, in writing, all third-party consents and/or regulatory approvals necessary or desirable to consummate or to facilitate consummation of this Agreement and any related transactions. The third-party consents and/or regulatory approvals shall be delivered to Buyer before Closing and shall be reasonably acceptable to Buyer in form and substance.

6.7 Board Approval. Buyer shall have obtained approval of the Member of the Buyer, and of the Member’s Board of Directors if applicable, for the consummation of the transactions contemplated by this Agreement.

6.8 Residential Leases. Buyer and the current residents of such dwellings shall agree on the forms of the Parcel 43 Lease and the Parcel 26 Lease. Such forms shall be acceptable to Buyer in its sole discretion.

6.9 No Adverse Changes in Business; Business Operated in Ordinary Course. From and after the Effective Date and through and including the Closing Date, the Business shall have been operated in the ordinary course consistent with past practices, and there shall have been no material adverse change or development in the Business, its properties, results of operations, financial condition, assets, or volume of sales or service orders, and no fact or condition shall exist or be contemplated or threatened that will, or in Buyer’s reasonable judgment will be likely to, cause such a change or development.

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6.10 Real Property Documents. Buyer or the Title Company shall have received Affidavit(s) in the form prescribed by the Title Company for the removal of its standard printed exceptions and an ALTA owner’s title insurance policy which shall insure Buyer’s title as required herein.

ARTICLE VIA

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

Seller's obligation to close the transactions contemplated in this Agreement shall be conditioned and contingent upon resolution, or waiver by Seller, of each of the following:

6.1A Representations, Warranties, and Covenants of Buyer. The representations and warranties of Buyer contained in this Agreement and all related documents shall be true and correct on the date of this Agreement and at and as of the Closing Date. Buyer shall have in all respects performed and complied with all covenants, agreements, and conditions that this Agreement and all related documents require to be performed or complied with before or at the Closing.

6.2A No Litigation. No proceeding or investigation shall have been instituted before or by any court or governmental body to restrain or prevent the carrying out of the transactions contemplated by this Agreement, or that might affect Buyer’s right to own, operate, and control the Purchased Assets or the Real Property after the Closing Date.

ARTICLE VII

INDEMNIFICATION

7.1 Survival. All representations and warranties contained in this Agreement shall survive the Closing Date until the date that is 18 months after the Closing Date; provided, however, (i) representations or warranties which are the basis for claims asserted in writing under this Agreement prior to the expiration of such time period shall survive until final resolution of those claims; and (ii) the representations and warranties contained in Sections 3.1 (Organization of Seller), 3.2 (Authorization), 3.3 (Non-contravention), 3.4 (Tax Matters), 3.8 (Title to and Condition and Sufficiency of Purchased Assets and Real Property), 3.14 (No Undisclosed Liabilities), 3.21 (Real Property), and 3.22 (Environmental Matters), and any claim based upon fraud, intentional misrepresentation or willful misconduct, shall survive the Closing Date without limitation as to time.

7.2 Seller’s Indemnification of Buyer. Company and Real Estate Owners shall, jointly and severally, defend, indemnify, and hold harmless Buyer, Buyer’s members, managers, and officers (“Buyer Indemnitees”) from and against any and all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including actual attorneys’ fees and disbursements (“Losses”), and including any Losses that arise in the absence of a third-party claim, in connection with or resulting from:

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(a) Except for the Assumed Liabilities, all debts, liabilities, and obligations of Seller of any kind or character whatsoever to the extent existing or arising from facts and circumstances in existence at or before or after the Closing, including, without limiting the generality of the foregoing, debts, liabilities, and obligations of Seller arising from negligence, gross negligence, strict liability, tort, toxic tort, environmental liabilities, violations of law, default under any contract, or otherwise attributable to Seller or for which Seller shall be responsible, and whether any such debts, liabilities, and obligations are accrued, absolute, contingent, matured, not matured, known, unknown, or otherwise.

(b) Any inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement (whether made at the date of this Agreement or the Closing Date).

(c) Any failure by Seller to perform or observe in full, or to have performed or observed in full, any covenant, agreement, or condition to be performed or observed by the Seller under this Agreement or any other document signed by Seller at or as part of Closing.

7.3 Buyer’s Indemnification of Seller. Buyer shall defend, indemnify, and hold harmless Company, Real Estate Owners, and Owner from and against any and all Losses, and including any Losses that arise in the absence of a third-party claim, in connection with or resulting from:

(a) Any inaccuracy in any representation or any breach of any warranty of Buyer contained in this Agreement;

(b) Buyer’s failure to perform or observe in full, any covenant, agreement, or condition to be performed or observed by Buyer under this Agreement;

(c) The Assumed Liabilities; or

(d) All debts, liabilities, and obligations of Buyer of any kind or character whatsoever, including any claim, debts, liabilities or obligations relating to the conduct of the Business after the Closing, including, without limiting the generality of the foregoing, debts, liabilities, and obligations of Buyer arising from negligence, gross negligence, strict liability, tort, toxic tort, environmental liabilities, violations of law, default under any contract, or otherwise attributable to Buyer or for which Buyer shall be responsible, and whether any such debts, liabilities, and obligations are accrued, absolute, contingent, matured, not matured, known, unknown, or otherwise.

7.4 Right of Setoff. Upon written notice to Seller, Buyer shall have the option to set off the amount of any Losses incurred by Buyer for which Buyer is entitled to indemnification under this Article VII against payments to be made by Buyer under the Promissory Notes. In the event that Seller objects to the set off, Buyer shall deposit the required payments under the Promissory Notes in a mutually agreed escrow pending resolution of said claims. This right of setoff shall be the sole remedy of the Buyer for indemnification by Seller or breach by Seller of this Agreement, except for fraud or misrepresentation on the part of the Seller.

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ARTICLE VIII

MISCELLANEOUS

8.1 Expenses. Except as expressly set forth herein, each of the parties will bear all of its own legal, accounting, investment banking, and other expenses incurred in connection with this Agreement whether or not the transaction contemplated by this Agreement is consummated.

8.2 Termination. This Agreement may be terminated at any time by mutual agreement of the parties. Buyer may terminate this Agreement at any time on or before the Closing Date if any of the conditions precedent specified in Article VI above remain unsatisfied to Buyer’s reasonable satisfaction. Seller may terminate this Agreement at any time on or before the Closing Date if any of the conditions precedent specified in Article VIA above remain unsatisfied to Seller’s reasonable satisfaction, or if this transaction has not closed by the date set forth in Section 2.1.

8.3 [Intentionally Deleted.]

8.4 Governing Law; Jurisdiction; Venue.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without regard to conflicts-of-law principles that would require the application of any other law.

(b) Seller and Buyer irrevocably submit to the jurisdiction of the Circuit Court of Kent County, Michigan in any action arising out of or relating to this Agreement, and hereby irrevocably agree that all claims in respect of such action may be heard and determined in such state court. Seller and Buyer hereby irrevocably waive, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties further agree, to the fullest extent permitted by law, that a final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

8.5 Entire Agreement. This Agreement (including all Schedules, Exhibits, or other attachments hereto) constitutes the complete and exclusive statement of the terms of the agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, promises, and arrangements, oral or written, between the parties with respect to the subject matter hereof and thereof.

8.6 Notices. All notices, consents, waivers and other communications required or permitted under this Agreement shall be sufficiently given for all purposes hereunder if in writing and (a) hand delivered, (b) sent by certified or registered mail, return receipt requested and proper postage prepaid, (c) sent by a nationally recognized overnight courier service, or (d) sent by facsimile, in each case to the address or facsimile number and to the attention of the person (by name or title) set forth in the opening paragraph hereof (or to such other address and to the attention of such other person as a party may designate by written notice to the other parties. The date of giving of any such notice, consent, waiver or other communication shall be (i) the date of delivery if hand delivered, (ii) the date of receipt for certified or registered mail, (iii) the day after delivery to the overnight courier service if sent thereby, and (iv) the date of telephone facsimile transmission on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

8.7 Headings; Definitions. Captions, titles and headings to articles, sections or paragraphs of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. All references in this Agreement to “Article”, “Section” or “Paragraph” refer to the corresponding articles, sections or paragraphs of this Agreement unless otherwise stated and, unless the context otherwise specifically requires, refer to all subsections or subparagraphs thereof. All references in this Agreement to a “party” or “parties” refer to the parties signing this Agreement. All defined terms and phrases used in this Agreement are equally applicable to both the singular and plural forms of such terms. Nouns and pronouns will be deemed to refer to the masculine, feminine or neuter, singular and plural, as the identity of the person or persons may in the context require. The term “Person” as used in this Agreement means an individual, firm, corporation, partnership, limited partnership, limited liability company, limited liability partnership, association, estate, trust, pension or profit-sharing plan, or any other entity, including any governmental entity.

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8.8 Amendments. This Agreement may be amended or modified only by an instrument in writing signed by each of the parties.

8.9 Third Parties. Nothing in this Agreement, express or implied, is intended to or shall be construed to confer upon or give any person other than the parties and their respective successors and permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement.

8.10 Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

8.11 Severability. In the event that a court of competent jurisdiction holds any provision of this Agreement invalid, illegal or unenforceable, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, which other provisions shall remain in full force and effect, and the application of such invalid, illegal or unenforceable provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable shall be valid and be enforced to the fullest extent permitted by law. To the extent permitted by applicable law, each party waives any provision of law that renders any provision of this Agreement invalid, illegal or unenforceable in any respect.

8.12 Assignment. This Agreement shall be binding on the parties hereto and their successors and permitted assigns. This Agreement may not be assigned without the prior written consent of all other parties hereto; provided, however, that at or before Closing Buyer may assign any or all of its rights hereunder to any entity or entities that are owned by, that own, or that are under common ownership with, in whole or in part, Buyer, provided, however, that such assignment shall not relieve the Buyer or Guarantor from liability under this Agreement.

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8.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by fax or e-mail transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by fax or e-mail shall be deemed to be their original signatures for all purposes.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Asset Purchase Agreement with Real Property has been signed by or on behalf of each of the parties as of the Effective Date.

	SELLER:
	COMPANY:
	GREENLEAF GROWERS, INC., a
	Michigan corporation

	/s/ Nicholas DeHaan
	By: Nicholas DeHaan
	Its: President

	REAL ESTATE OWNERS:
	NJD INVESTMENTS, LLC, a Michigan
	limited liability company

	/s/ Lori DeHaan
	By: Lori DeHaan
	Its: Manager

	SOLERI, LLC, a Michigan limited liability company
	/s/ Lori DeHaan
	By: Lori DeHaan
	Its: Manager

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	OWNER:
	/s/ Nicholas DeHaan
	Nicholas DeHaan
	BUYER:
	2900 MADISON AVE HOLDINGS, LLC
	/s/ James E. Kras
	By: James Kras
	Its: Manager

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EXHIBIT 10.2

PROMISSORY NOTE

DATED: August 31, 2022

AMOUNT: $1,136,000

FOR VALUE RECEIVED the undersigned, 2900 Madison Ave Holdings, LLC, a Michigan limited liability company ("Payor"), promises to pay to the order of NJD Investments, LLC, a Michigan limited liability company ("Payee"), the principal amount of $1,136,000, plus interest on the unpaid principal at the rate of 5% per annum, compounded monthly.

The sum due, principal and interest, shall be payable in installments of $28,666.08 per month, commencing on January 1, 2023, and on the first of each month thereafter until said sum is paid in full. Notwithstanding the above, the entire sum due, principal and interest, shall be paid on or before September 1, 2026.

Payments shall be made to Payee at the following address: 2976 Madison Avenue SE, Grand Rapids, MI , and shall be received on or before the due date. In the event any payment, principal or interest, is not received within ten (10) days of the due date, Payor shall pay to Payee, in addition to the sums due, a late charge of five percent (5%) of the installment amount due.

The entire sum, or any portion thereof, may be prepaid at any time without penalty. All payments under this note shall be credited first to late charges, then interest then due, and the remainder to the unpaid principal. No prepayments shall affect the obligation of the undersigned to continue the regular installments hereinbefore stated, until the entire unpaid principal and accrued interest has been paid in full.

If Payor defaults in the payment of any installment of interest or principal and fails to cure said default within thirty (30) days of the due date, the entire sum of unpaid principal and interest shall become immediately due and payable at the option of the holder of this note. The rate of interest described herein shall increase by 3% for the first four months of default, and shall increase by 7% for any period of default thereafter (or the highest rate allowed by law, whichever is less), irrespective of the election of any other rights or remedies by Payee.

This Promissory Note is secured by a mortgage of even date herewith encumbering certain real property in Kent County, Michigan.

This Promissory Note is referred to in the Asset Purchase Agreement With Real Estate dated as of August ____, 2022 between the Payee, Payor and other parties (the “Purchase Agreement”). Payor shall be entitled, but shall not be obligated, to setoff any claims Payor may have against Payee pursuant to the Purchase Agreement against any obligation of Payor to Payee existing under this Note. This right of setoff includes claims by Payor under the Noncompete Agreements against the signatories thereof (Exhibit E to the Purchase Agreement). Any setoff shall be subject to the provisions of Section 7.4 of the Purchase Agreement.

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Principal and interest shall be due and payable in lawful money of the United States of America. The undersigned waives diligent presentment, protest and demand, notice of protest, dishonor and nonpayment of this note; and expressly agrees that this note, or any payment hereunder, may be by the holder hereof unilaterally extended from time to time. Time is of the essence hereof.

In the event this note is referred to an attorney for collection or suit, or if the services of an attorney are utilized to enforce the terms hereof or any agreement related to this indebtedness, the prevailing party shall be entitled to reasonable attorneys' fees, together with costs.

PAYOR
2900 Madison Ave Holdings, LLC
/s/ James E. Kras
By: James Kras
Its: Manager

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EXHIBIT 10.3

MORTGAGE

This Mortgage is made on the 30^th day of August, 2022 between 2900 Madison Ave Holdings, LLC, a Michigan limited liability company, of 55 Campau Ave. NW, Suite 300, Grand Rapids, Michigan 49503 as Mortgagor and NJD Investments, LLC, a Michigan limited liability, of 2960 Madison Avenue SE, Grand Rapids, MI 49548 as Mortgagee.

FOR VALUE RECEIVED, Mortgagor mortgages and warrants to Mortgagee real estate located in the County of Kent, State of Michigan, described on Exhibit A attached hereto, together with the easements, improvements, hereditaments, and appurtenances now or hereafter belonging thereto and the rents, income, and profits therefrom and all fixtures now or hereafter attached to or used in connection therewith, and all machinery, boilers, and plumbing, heating, air conditioning, and ventilating equipment now or hereafter located thereon, which shall be deemed to be fixtures and a part of the realty, all of the foregoing being collectively referred to herein as the "premises."

At the time of the execution and delivery of this Mortgage, Mortgagor is the owner of the premises in fee simple, free of any easements, liens, and encumbrances (other than those easements of record as of the date of this Mortgage; the rights of the public in any part of the premises used or taken for road purposes; and any other mortgages, liens, or encumbrances of record), and will forever warrant and defend its title against any and all other claims. The lien created by this Mortgage is and will be kept as a valid lien on the premises, subject only to these stated exceptions.

This Mortgage is given to secure payment and performance of any and all indebtedness and obligations of Mortgagor now or hereafter owing to Mortgagee, including, but not limited to a Promissory Note of even date, all obligations of Mortgagor under this Mortgage and under any notes, loan agreements, security agreements, assignments, mortgages, leases, guaranties and other agreements, instruments, and documents, heretofore or hereafter executed by Mortgagor, whether such indebtedness or obligations be direct or indirect, absolute or contingent, primary or secondary, or related or unrelated to the premises or Mortgagor's acquisition or financing thereof, and any and all partial or full extensions or renewals of such indebtedness and obligations, all of the foregoing being hereinafter collectively called the "Indebtedness."

Mortgagor further warrants, represents, and agrees as follows:

1. Payment of Indebtedness. Mortgagor agrees to pay or perform all of the Indebtedness, including all interest thereon, in accordance with the terms of the instruments, documents, or agreements evidencing the same.

2. Warranties. Mortgagor warrants and represents to Mortgagee that all financial statements and other information concerning Mortgagor, the premises, and any guarantor of the Indebtedness, heretofore or hereafter furnished to Mortgagee, are and shall be true and correct in all material respects; that the execution, delivery, and performance of this Mortgage by Mortgagor will not violate any law, rule, judgment, order, agreement or instrument binding upon Mortgagor nor require the approval of any public authority or any third party; and that this Mortgage constitutes the valid and binding obligation of Mortgagor, enforceable in accordance with its terms. Mortgagor further represents and warrants to Mortgagee that Mortgagor is duly organized and validly existing in good standing in the State of Michigan; that Mortgagor has full power and authority to carry on its business as presently conducted and to enter into and perform its obligations under this Mortgage; that the execution, delivery and performance hereof by Mortgagor have been duly authorized by appropriate action by the members or Manager.

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3. Taxes. Mortgagor will pay, or cause to be paid, when due, all taxes, assessments, and other similar charges levied upon or with respect to the premises before the same become delinquent and will deliver to Mortgagee satisfactory evidence of the payment thereof.

4. Insurance. Mortgagor will cause all buildings, improvements, and other insurable parts of the premises to be insured against loss or damage by fire, windstorm and such other hazards as Mortgagee from time to time may require, in such amounts and with such insurers as shall be acceptable to Mortgagee, and Mortgagor shall cause all premiums on such insurance to be paid when due. Each policy evidencing such insurance shall provide that loss shall be payable to Mortgagee as its interest shall appear at the time of the loss, shall be in form acceptable to Mortgagee, and shall be delivered to Mortgagee. Each such policy shall provide that at least ten days' prior written notice of any cancellation thereof shall be given to Mortgagee by the insurer. Each renewal of each such policy shall be delivered to Mortgagee at least ten days prior to the expiration date of such policy. Upon foreclosure of this Mortgage or other transfer of the premises in satisfaction of the Indebtedness, all right, title and interest of Mortgagor in and to any insurance policies then in force, including the right to any premium refund thereon, shall vest in the purchaser or grantee.

In the event of any loss of or damage to the premises, Mortgagor will give immediate notice thereof to Mortgagee, and Mortgagee shall have the right to make proof of such loss or damage, if Mortgagor does not promptly do so. All proceeds payable under any such insurance policy, whether or not endorsed payable to Mortgagee, shall be payable directly to Mortgagee, and Mortgagee is authorized to settle, adjust, or compromise any claims for loss or damage under any such policy.

5. Maintenance and Repair. Mortgagor will maintain the premises in good condition and repair (excluding the residential homes located thereon); will not commit or suffer any waste thereof; will not remove, demolish, or substantially alter any building or fixture on the premises without the prior written consent of Mortgagee; will cause to be complied with all laws, ordinances, regulations, or requirements of any governmental authority applicable to the premises; will promptly repair, restore, replace, or rebuild any part of the premises (excluding the residential homes located thereon) that is damaged or destroyed by any casualty; and will promptly pay when due all charges for utilities and other services to the premises. Mortgagor shall have no obligation to maintain the residential structures located on the premises.

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6. Mortgagee's Right to Perform; Receiver. If Mortgagor shall default in the payment of the aforesaid taxes, assessments, or other similar charges or in procuring and maintaining the aforesaid insurance or in the performance of any other obligation of Mortgagor hereunder, including its obligation to keep the premises in good condition and repair, then Mortgagee shall have the right, but shall have no obligation, to pay such taxes, assessments, or other similar charges, or procure and maintain such insurance, or cause such other obligation to be performed and all sums expended by Mortgagee in connection therewith shall become part of the Indebtedness, payable by Mortgagor to Mortgagee upon demand, together with interest at the highest rate allowed by law but in no event more than eight percent (8%) per annum. Mortgagee and any persons authorized by Mortgagee shall have the right to enter upon the premises at all reasonable times for the purpose of inspecting the premises or effecting maintenance or repairs or taking any other action pursuant to the preceding sentence. The failure of Mortgagor to pay any of such taxes, assessments or similar charges when due or to procure and maintain any such insurance shall constitute waste and shall entitle Mortgagee to the appointment by a court of competent jurisdiction of a receiver of the premises for the purpose of preventing such waste, which receiver, subject to the order of the court, may collect the rents and income from the premises and exercise such control over the premises as the court shall order.

7. Condemnation. If all or any part of the premises are taken, whether temporarily or permanently, under power of eminent domain or by condemnation, the entire proceeds of the award or other payment in relief therefore shall be paid directly to Mortgagee.

8. Due on Sale. If Mortgagor should sell, transfer, convey or assign the premises or any right, title or interest in it, whether legal or equitable; voluntarily or involuntarily; by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest (other than leases to tenants) with a term greater than three years, lease option contract, or any other method of conveyance of real property interests, then the Mortgagee shall have the right at its sole option to declare all sums secured and then unpaid to be immediately due and payable even if the period for the payment has not then have expired, anything in this Mortgage to the contrary notwithstanding, and to exercise all of its rights and remedies under this Mortgage. In the event of the sale or transfer, by operation of law or otherwise, of all or any part of the premises, Mortgagee may deal with the vendee, successor, or transferee with respect to this Mortgage and the Indebtedness as fully and to the same extent as it might with Mortgagor, without in any way releasing, discharging, or affecting the liability of Mortgagor hereunder and upon the Indebtedness. No sale of the premises and no forbearance or extensions by Mortgagee of the time for payment of the Indebtedness or the performance of the covenants and agreements shall in any way operate to release, discharge, modify, change, or affect the lien of this Mortgage or the liability of Mortgagor, either in whole or in part.

9. Second Mortgages. Mortgagor will not, without the prior written consent of Mortgagee, mortgage or pledge the premises as security for any other loan or obligation of Mortgagor. If any such mortgage or pledge is entered into without the prior written consent of Mortgagee, the entire Indebtedness may, at Mortgagee’s option, be declared immediately due and payable without notice. Further, Mortgagor shall also pay any and all other obligations, liabilities, or debts that may become liens, security interests, or encumbrances on or charges against the premises for any repairs or improvements that are now or may later be made and shall not, without Mortgagee’s prior written consent, permit any lien, security interest, encumbrance, or charge of any kind to accrue and remain outstanding against the premises, any part, or any improvements, irrespective of whether the lien, security interest, encumbrance, or charge is junior to the lien of this Mortgage. Notwithstanding the above, if Mortgagor purchases and installs, affixes, or places any personal property by way of additions, replacements, or substitutions on the premises under a security agreement for which the lien or title is superior to the lien created by this Mortgage, all the right, title, and interest of Mortgagor in and to that personal property, together with the benefit of any deposits or payments made by Mortgagor, shall nevertheless be assigned to Mortgagee and covered by the lien of this Mortgage. Notwithstanding the foregoing, Mortgagor shall have the right to place a subordinate mortgage on the premises so long as the combined loan to value of the Mortgage and second mortgage does not exceed eighty percent (80%).

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10. Appraisals and Audits. Mortgagor may procure appraisals, environmental audits, and other investigations or analyses of the premises as Mortgagor determines are required by regulatory or accounting rules, procedures, or practices or are otherwise be prudent or necessary. Mortgagee shall grant Mortgagor free and unrestricted access to the premises for such purposes. Mortgagee covenants to pay immediately to Mortgagor all sums paid for such purposes with interest at the highest rate applicable to the Indebtedness, and the sums and the interest shall constitute a further lien on the premises.

11. Books and Records. Mortgagee covenants and agrees to furnish to Mortgagor promptly certificates of occupancy and whatever other books, records, documents, information, and statements pertaining to Mortgagee, the Premises or its operations thereon. All books, records, and other information provided by Mortgagee shall be in a form that is acceptable to Mortgagor, and all costs of providing them shall be borne entirely by Mortgagee.

12. Non-Mortgagee Liens; Insolvency Proceedings. If any non-Mortgagee mortgage foreclosure proceeding or any federal, state, or local tax lien, seizure, levy, forfeiture, or any other lien proceeding is instituted, recorded, or filed against the premises that is not discontinued, reserved for in cash in an amount and manner reasonably satisfactory to Mortgagee, or bonded by a company reasonably satisfactory to Mortgagee within 30 days after initiation, recording, or filing; if any insolvency or receivership proceedings, either voluntary or involuntary, are instituted by or against Mortgagor for the liquidation or rehabilitation of Mortgagor’s assets and affairs; or if any criminal proceedings are initiated in which forfeiture of the premises is a potential penalty, Mortgagee may, at its option and without notice, declare the entire Indebtedness to be immediately due and payable and may institute whatever proceedings, including foreclosure of this Mortgage, Mortgagee deems necessary to protect its interest in the Premises.

13. Further Assurances. Mortgagee agrees to execute any further documents, and to take any further actions, reasonably requested by Mortgagor to evidence or perfect the lien granted in this Agreement, to maintain the first priority of the lien, or to effectuate the rights granted to Mortgagee in this Agreement.

14. Events of Default. Upon the occurrence of any of the following events of default, all or any part of the Indebtedness shall, at the option of Mortgagee, become immediately due and payable without notice or demand:

A. If Mortgagor shall default in the payment within thirty (30) days of the due date (whether by acceleration or otherwise) of the principal of or interest on, or any penalty or late charge with respect to any indebtedness now or hereafter owing by Mortgagor to Mortgagee, or if Mortgagor shall default in the due performance or observance of any other obligation of Mortgagor to Mortgagee for a period of thirty (30) days of written notice thereof, including, without limitation, any obligation or condition under this Mortgage or under any other mortgage, note, security agreement, loan agreement, lease, pledge agreement, assignment, guaranty, or other agreement, instrument or document heretofore or hereafter executed by Mortgagor, or if any other event of default, as defined in any of the foregoing, shall occur following notice and any applicable cure period.

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B. If any warranty or representation made by Mortgagor to Mortgagee in this Mortgage or in any other document given in connection with the Indebtedness, or any warranty or representation made by any guarantor of the Indebtedness in any guaranty or in any other document given in connection therewith, shall be false or inaccurate in any material respect when made.

C. If Mortgagor shall dissolve, become insolvent, make an assignment for the benefit of its creditors, or seek reorganization under any provision of the federal bankruptcy laws, or if a voluntary or involuntary proceeding in bankruptcy, receivership, or insolvency shall be commenced by or against Mortgagor.

D. If Mortgagor, without the written consent of Mortgagee, shall sell, convey, or transfer the premises or any interest therein (other than leases to tenant) or any rents or profits therefrom or shall cause or suffer any mortgage, lien, or other encumbrance or any writ of attachment, garnishment, execution, or other legal process to be placed upon the premises or any interest therein or any rents or profits therefrom, except in favor of Mortgagee, or if any part of the premises or any interest therein shall be transferred by operation of law.

E. If all or any material part of the premises shall be damaged or destroyed by fire or other casualty, regardless of insurance coverage therefore, or shall be taken by condemnation or power of eminent domain.

15. Remedies. Mortgagee shall have all rights and remedies provided for in this Mortgage or otherwise permitted by law. In addition, upon the occurrence of an event of default defined in Paragraph 14 above, Mortgagee shall have the right, and is hereby authorized:

A. To the extent permitted by law, to collect and receive all rents, profits, and other amounts that are due or shall hereafter become due under the terms of any leases, land contracts, or other agreements, now or hereafter in effect, by which Mortgagor is or shall be leasing or selling the premises or any interest therein, and to exercise any other right or remedy of Mortgagor under any such lease, land contract, or other agreement, provided, that Mortgagee shall have no obligation to make any demand or inquiry as to the nature or sufficiency of any payment received or to present or file any claim or take any other action to collect or enforce the payment of any amounts to which Mortgagee may become entitled hereunder, nor shall Mortgagee be liable for any of Mortgagor's obligations under any such lease, land contract, or other agreement.

B. To cause the abstract of title, tax histories, and federal tax lien searches with respect to the premises to be certified to current date, or to procure new abstract of title, tax histories, and federal tax lien searches in case none was furnished to Mortgagee, or to procure title insurance renewals in the event that title insurance was furnished to Mortgagee, and all sums expended therefore shall be part of the Indebtedness and shall bear interest at the highest rate allowed by law but in no event more than eight percent (8%) per annum.

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C. Commence foreclosure proceedings against the premises through judicial proceedings or by advertisement, at the option of the Mortgagee, pursuant to the statutes in such case made and provided, and with a power of sale, to sell the premises or to cause the same to be sold at public sale, and to convey the same to the purchaser, in accordance with said statutes in a single parcel or in several parcels at the option of the Mortgagee.

D. Obtain a receiver to manage the premises and collect the rents, profits, and income therefrom.

E. In the event of any sale of the premises by foreclosure, through judicial proceedings, by advertisement or otherwise, apply the proceeds of any such sale in the order following to: (i) all reasonable expenses incurred for the collection of the Mortgage Indebtedness and the foreclosure of this Mortgage, including reasonable attorneys’ fees, or such attorneys’ fees as are permitted by law; (ii) all reasonable sums expended or incurred by the Mortgagee directly or indirectly in carrying out the terms, covenants and agreements of the note or notes evidencing the Mortgage Indebtedness, of this Mortgage and any other documents evidencing obligations of Mortgagor to Mortgagee, together with interest thereon as therein provided; (iii) all accrued and unpaid interest upon the Indebtedness; (iv) the unpaid principal amount of the Indebtedness; and (v) the surplus, if any there be, unless a court of competent jurisdiction decrees otherwise, to the Mortgagor.

All rights and remedies of Mortgagee under this Mortgage, whether or not exercisable only on default, shall be cumulative and may be exercised from time to time, and no delay by Mortgagee in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy, except to the extent otherwise expressly provided by law.

16. Expenses.

A. Generally. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys' fees and legal expenses, paid or incurred by Mortgagee in collecting or attempting to collect the Indebtedness or in protecting and enforcing the rights of and obligation to Mortgagee under any provision of this Mortgage, including, without limitation, taking any action in any bankruptcy, insolvency, or reorganization proceedings concerning Mortgagor or foreclosing this Mortgage by advertisement or by judicial action, and all such expenses shall be part of the Indebtedness and shall bear interest, from the date paid or incurred by Mortgagee, at the highest rate allowed by law but in no event more than eight percent (8%) per annum.

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B. Additional terms and expenses regarding foreclosure. When all or any part of the Indebtedness shall become due, whether by acceleration or otherwise, Mortgagee shall have the right to foreclose the lien hereof for such Indebtedness or part thereof and/or exercise any right, power or remedy provided in this Mortgage or any of the other documents related to the Indebtedness. Without limiting the foregoing, Mortgagee is specifically granted the right to sell the premises or any part thereof at public auction and to convey the same to the purchaser at such auction after notice as required by MCL 600.3201 et seq., governing foreclosure of mortgages by advertisement. It is further agreed that if default be made in the payment of any part of the Indebtedness, as an alternative to the right of foreclosure for the full Indebtedness after acceleration thereof, Mortgagee shall have the right to institute partial foreclosure proceedings with respect to the portion of said Indebtedness so in default, as if under a full foreclosure, and without declaring the entire Indebtedness due (such proceeding being hereinafter referred to as a “partial foreclosure”), and provided that if foreclosure sale is made because of default of a part of the Indebtedness, such sale may be made subject to the continuing lien of this Mortgage for the unmatured part of the Indebtedness. It is further agreed that such sale pursuant to a partial foreclosure shall not in any manner affect the unmatured part of the Indebtedness, but as to such unmatured part, the lien hereof shall remain in full force and effect just as though no foreclosure sale had been made under the provisions of this Paragraph. Notwithstanding the filing of any partial foreclosure or entry of a decree of sale in connection therewith, Mortgagee may elect at any time prior to a foreclosure sale pursuant to such decree to discontinue such partial foreclosure and to accelerate the entire Indebtedness by reason of any uncured event of default upon which such partial foreclosure was predicated or by reason of any other event of eefault and proceed with full foreclosure proceedings. It is further agreed that several foreclosure sales may be made pursuant to partial foreclosures without exhausting the right of full or partial foreclosure sale for any unmatured part of the Indebtedness. In the event of a foreclosure sale, Mortgagee is hereby authorized, without the consent of Mortgagor, to assign any and all insurance policies to the purchaser at such sale or to take such other steps as Mortgagee may deem advisable to cause the interest of such purchaser to be protected by any of such insurance policies.

To the extent permitted by law, in any suit to foreclose or partially foreclose the lien hereof, there shall be allowed and included as additional indebtedness in the decree for sale all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ fees, appraisers’ fees, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurances with respect to the title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to or the value of the premises. All expenditures and expenses of the nature mentioned in this paragraph and such other expenses and fees as may be incurred in the enforcement of Mortgagor’s obligations hereunder, the protection of said premises and the maintenance of the lien of this Mortgage, including the reasonable fees of any attorney employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the promissory note, or the premises, including probate and bankruptcy proceedings, or in preparations for the commencement or defense of any proceeding or threatened suit or proceeding shall be immediately due and payable by Mortgagor, with interest thereon at a rate not to exceed eight percent (8%) and shall be secured by this Mortgage.

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17. Application of Proceeds. In the event of the payment to Mortgagee, pursuant to the provisions hereof, of any rents or profits or any proceeds of insurance or proceeds of any condemnation or eminent domain award or proceeds from any sale of the premises at foreclosure, Mortgagee shall have the right to apply such rents or profits or proceeds, in such amounts and proportions as Mortgagee shall in its sole discretion determine, to the full or partial satisfaction of any or all of the Indebtedness and obligations of Mortgagor secured hereby, including any contingent or secondary obligations, whether or not the same shall then be due and payable by the primary obligor. In lieu of such application, Mortgagee shall have the right, but shall have no obligation, to require all or part of the proceeds of insurance or of any condemnation or eminent domain award to be used to restore or rebuild any part of the premises damaged or destroyed by reason of the occurrence that gave rise to the payment of such proceeds.

18. Notices. All notices to Mortgagor and to Mortgagee shall be deemed to be duly given if and when mailed, certified or registered mail with return receipt requested, with postage prepaid, or by overnight delivery by a nationally recognized carrier, to the respective addresses of Mortgagor and Mortgagee appearing on the first page hereof, or if and when delivered personally.

19. Miscellaneous. The covenants contained herein shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors, assigns, heirs, executors, administrators and personal representatives. Whenever used herein, unless the context otherwise requires, the singular number shall include the plural, and the use of any gender shall be applicable to all genders. The headings to the various paragraphs hereof have been inserted for convenient reference only and shall to no extent have the effect of amending or changing the expressed provisions of this Mortgage.

20. Severability. Any provision of this Mortgage prohibited or unenforceable by any applicable law shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

21. Waiver of Rights Regarding Sale By Advertisement. WARNING: THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE RELATED SALE OF THE PREMISES, NO HEARING IS REQUIRED AND THE ONLY NOTICE REQUIRED IS TO PUBLISH NOTICE IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE UNITED STATES AND THE STATE OF MICHIGAN TO A HEARING PRIOR TO SALE IN CONNECTION WITH FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

22. Waiver of Marshalling. In the event of foreclosure of this Mortgage or the enforcement by the Mortgagee of any other rights and remedies under this Mortgage, the Mortgagor waives any right otherwise available in respect to marshalling of assets which secure the Indebtedness or to require the Mortgagee to pursue its remedies against any other assets or any other party which may be liable for any of the Indebtedness.

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23. Exhibits. This Mortgage has one exhibit, Exhibit A, which contains the legal description(s) of the premises.

IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of the day and year first above written.

	MORTGAGOR:
	2900 Madison Ave Holdings, LLC
	By:	/s/ James E. Kras
		By: James Kras, Manager
STATE OF MICHIGAN        )
)SS
COUNTY OF KENT               )

On this ___ day of August, 2022, before me, a Notary Public in and for said County, personally appeared James Kras, Manager of 2900 Madison Ave Holdings, LLC, a Michigan limited liability company, on behalf of the company, to me known to be the same person described in and who executed the fore-going instrument and acknowledged the same to be his free act and deed.

		, Notary Public
		Kent County, Michigan
		Acting in Kent County, Michigan
		My commission expires:

DRAFTED BY AND WHEN RECORDED RETURN TO:
Edward J. Talen
Verspoor, Waalkes P.C.
40 Pearl St. NW, Ste 1020
Grand Rapids, MI 49503

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Exhibit A

Legal Description of Premises

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EXHIBIT 10.4

SECURITY AGREEMENT

THIS SECURITY AGREEMENT ("Agreement") is made effective this 30^th day of August, 2022, between 2900 Madison Ave Holdings, LLC, a Michigan limited liability company, of 55 Campau Ave. NW, Suite 300, Grand Rapids, Michigan 49503 ("Debtor") and NJD Investments, LLC, a Michigan limited liability, of 2960 Madison Avenue SE, Grand Rapids, MI 49548 ("Secured Party").

1. Secured Interest

A. The Debtor hereby grants to the Secured Party a security interest in all accounts, chattel paper (both tangible and electronic), goods, inventory, equipment, fixtures, payment intangibles, general intangibles, software, instruments, letters of credit, letter-of-credit rights, money, documents, deposit accounts, investment property, commodity contracts, commodity accounts, crops, farm products, timber to be cut, oil, gas and other minerals before extraction, as-extracted collateral, vehicles, manufactured homes and supporting obligations, and all products and their proceeds, whether now owned or later acquired (the "Collateral"). Terms used in the preceding collateral description shall have the respective meanings accorded such terms in the Uniform Commercial Code as enacted in the State of Michigan as of the date of this Agreement.

B. The security interest hereby granted is to secure any and all Indebtedness of Debtor to Secured Party. The word "Indebtedness" as used herein means any and all sums which may become due to Secured Party by Debtor under that certain Promissory Note dated August 1, 2022 in the original principal sum of $1,136,000 (the "Note"), as may be extended, renewed, modified, or amended from time to time, and such sums as may be due to Secured Party pursuant to the terms of this Agreement.

2. Representations and Warranties. Debtor represents, warrants and agrees that at all times this Agreement is in effect:

A. Except for any security interest granted pursuant to this Agreement, the Debtor has good and marketable title to the Collateral, free from any adverse liens, security interests or encumbrances.

B. Subject to any limitations stated therein, or in connection therewith, all information furnished by the Debtor to the Secured Party concerning the Collateral is, or will be at the time the same is furnished, accurate and complete in all material respects.

C. Debtor's exact legal name is as set out in the beginning of this Agreement. Any business conducted by Debtor under any assumed name shall be subject to this Agreement and any assets now or hereafter owned by Debtor under any assumed name shall be subject to the security interest granted by this Agreement. Debtor will immediately notify the Secured Party of any change in its name.

D. Debtor's principal place of business in the State of Michigan is located at 2960 Madison Ave SE, Grand Rapids, Michigan 49548.

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E. Debtor's federal employer tax identification number is ____________________.

F. Debtor is organized in the State of Michigan.

3. Agreements of Debtor. Debtor agrees that at all times this Agreement is in effect:

A. Collateral Location. The Collateral shall not be kept at any location other than 2960 Madison Ave SE, Grand Rapids, Michigan 49548, unless Debtor provides Secured Party with written notice that all or any portion of the Collateral will be located at a different location of Debtor within the State of Michigan.

B. Use of Collateral. The Collateral shall be used only for business purposes.

C. Transfer of Collateral. Except for sales of inventory in the ordinary course of business, Debtor shall not sell, assign, rent, lend or otherwise dispose of any interest in the Collateral without the prior written consent of the Secured Party.

D. Ownership; No Liens. Debtor owns and shall preserve the Collateral (and, as to after-acquired Collateral, shall own and preserve the same) free and clear of all taxes, liens, claims and security interests other than in favor of the Secured Party. Debtor shall defend the Collateral against all claims of anyone claiming an interest therein or tax or lien thereon. Notwithstanding the above, Secured Party agrees that its lien will be subject to a subsequent lien in favor of a party unaffiliated with Debtor securing bona fide purchase money financing of personal property acquired after the date hereof with the proceeds of said financing.

E. Financing Statements, Titles, Etc. Promptly upon the reasonable request of the Secured Party, Debtor shall execute and deliver to the Secured Party all financing statements, security agreements, applications for certificates of title and other instruments and documents which the Secured Party may request for the purpose of implementing or confirming the terms of this Agreement, all of which shall be in a form reasonably satisfactory to the Secured Party. Debtor hereby irrevocably appoints the Secured Party, or any of its officers, as its true and lawful attorney, with full power of substitution, in the name of Debtor, to execute and file, at any time, any financing statement, continuation statement or amendments thereto, which is necessary to protect, perfect or maintain the security interests and liens granted to the Secured Party.

F. Collateral and Business Records. All records and information maintained by Debtor with respect to the Collateral and its account debtors and all other information set forth in any writing now or hereafter furnished to the Secured Party by Debtor shall be true and correct as of the date furnished. Debtor shall maintain accurate and complete records of the Collateral. All records of Debtor relating to the Collateral, its account debtors and any of the Debtor's financial affairs shall be maintained by Debtor at its principal place of business and shall not be removed therefrom without the prior written approval of the Secured Party.

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G. Maintenance and Warranties. Debtor shall take reasonable actions to protect the Collateral from damage, deterioration or injury. Debtor shall take reasonable actions to keep in force any manufacturer's and seller's warranties with respect to the Collateral.

H. Compliance With Law. Debtor shall not use the Collateral for any unlawful purpose nor in violation of any statute or ordinance.

I. Taxes and Charges. Debtor shall promptly pay when due all taxes, assessments, fees, licenses and charges upon or necessary for the use or operation of the Collateral.

J. Insurance. All Collateral shall be insured from loss by fire, theft and other casualties (including extended coverage) in an amount, in a manner and with companies satisfactory to the Secured Party in its reasonable discretion. Such insurance shall be payable to Debtor and the Secured Party as their interests may appear. Debtor shall provide proof of insurance satisfactory to the Secured Party upon request. All insurance policies shall provide that the Secured Party must receive at least thirty (30) days prior written notice before any cancellation, non-renewal or reduction in coverage. After the occurrence of an Event of Default, the Secured Party may (but need not), in its own name or in Debtor's name, execute and deliver proofs of claim, receive money due under such insurance policies, endorse checks and other instruments representing payment of such money, and adjust, litigate, compromise or release any claim against the issuer of any such policy.

K. Inspection. The Secured Party may take any actions reasonably necessary or convenient to ascertain the existence, condition and value of the Collateral. Upon Debtors receipt of reasonable advance notice at least 48 hours in advance, Debtor shall permit representatives of the Secured Party to visit and inspect any of the properties and facilities of Debtor and examine, copy (by electronic or other means) and abstract any of the books and accounting and Collateral records of Debtor at a reasonable time and as often as may be reasonably desired by the Secured Party.

L. Actions by the Secured Party; Reimbursement. The Secured Party may immediately take any action or pay any sum required to be done or paid by Debtor under this Agreement if the Secured Party, in its reasonable discretion, determines that it is necessary to do so in order to protect, preserve or maintain the Collateral or the rights of the Secured Party therein. The amount of such payment or the cost of doing such act shall be immediately paid by Debtor to the Secured Party, shall be added to the Indebtedness secured hereby, and shall bear interest at the highest rate specified in the Note from the date incurred by the Secured Party until paid. No act done or amount paid by the Secured Party under this Section shall be deemed to constitute a waiver of any default of Debtor.

4. Default and Rights of the Secured Party.

A. Events of Default. Occurrence of any of the following events shall constitute an Event of Default under this Agreement:

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i. Non-payment when due, by default, demand, maturity, or otherwise, of any of the Indebtedness, including, without limitation, the Note, following any applicable cure period;

ii. Failure of Debtor to comply with any term of this Agreement, any of the documents evidencing the Indebtedness, or any agreement between Debtor and the Secured Party, including, without limitation, the terms of the Note, and such failure continues for thirty (30) days after Debtor’s receipt of written notice of such failure from Secured Party (unless such failure is not reasonably capable of being cured within such thirty (30) day period, in which case there shall not be an Event of Default so long as Debtor commences curing such default within such thirty (30) day period and thereafter diligently pursues such cure to completion).

iii. Debtor shall be involved in financial difficulties as evidenced by: (1) An attachment made on the property or assets of Debtor which shall not be discharged within forty-five (45) days from the making thereof; or (2) an admission in a written notice by Debtor to the Secured Party of Debtor's inability to pay Debtor's debts generally as they become due; or (3) the making of an assignment by Debtor for the benefit of creditors; or (4) Debtor's consenting to the appointment of a receiver for all or a substantial part of Debtor's property; or (5) Debtor's filing a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Federal Bankruptcy Act or an answer or admission seeking the relief therein provided; or (6) Debtor's being adjudicated a bankrupt; or (7) the entry of a court order appointing a receiver or trustee for all or a substantial part of the property of the Debtor, or approving a petition filed against Debtor for or effecting an arrangement in bankruptcy or for reorganization or for any other judicial modification or adjustment of the rights or creditors, which order shall not be vacated, set aside or stayed within forty-five (45) days of the date of entry.

iv. The dissolution of the Debtor;

v. Cessation of the normal business operations of Debtor;

vi. The occurrence of any of the following events: (1) the sale or transfer of 50% or more of the total voting membership interests of Debtor; or (2) the sale or transfer of all or substantially all of the assets of Debtor;

vii. Failure of Debtor to pay, when due, any material federal, state, or local tax, assessment, withheld tax, or similar obligation;

viii. Any other secured party declares Debtor to be in default under any document, note, agreement, or instrument which the Debtor has executed and delivered to such secured party.

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B. Secured Party's Rights Upon Default. Upon occurrence of an Event of Default, all of the Indebtedness (regardless of any contrary terms thereof) shall, at the option of the Secured Party, be immediately due and payable without demand or notice, and the Secured Party may exercise any of the rights and remedies of a creditor under the Uniform Commercial Code, any other law, or any court rule and/or take any one or more of the actions specified below (which rights and remedies are cumulative) without notice and without providing Debtor or any guarantor or surety for Debtor with a hearing:

i. Exercise any right or action set forth herein or in any of the documents evidencing the Indebtedness.

ii. Institute legal proceedings to foreclose the lien and security interest described herein; recover judgment on the Indebtedness; and/or sell any or all of the Collateral.

iii. Personally or by agents or attorneys, enter upon any premises where the Collateral or any part thereof may then be located, and take possession of all or any part thereof and/or render it unusable.

iv. Hold, store, and keep idle, or lease, operate, remove or otherwise use or permit the use of, the Collateral or any part thereof, for such time and upon such terms as the Secured Party may in its sole discretion deem to be in its best interest. Demand, collect and retain all rentals, earnings, and other sums due and to become due with respect to the Collateral from any party, accounting only for net earnings, if any, arising from such use (unless the Collateral is retained in satisfaction of the indebtedness, in which case no accounting will be necessary). The net earnings may be applied against the Indebtedness. Charge against all receipts from use of the Collateral or from the sale thereof, by court proceedings or pursuant to the subsection below, all other costs, expenses, charges, damages, and other losses resulting from such use.

v. Without being responsible for loss or damage to the Collateral, sell, lease and dispose of, or cause to be sold, leased and disposed of, all or, any part of the Collateral at one or more public or private sales, leasings or other dispositions, at such places and times and on such terms and conditions as the Secured Party deems fit, without any previous demand or advertisement. The Secured Party will give notice to Debtor of any such sale, lease or other disposal if and in the manner required by law. Except as provided herein, all notice of sale, lease, or other disposition, and advertisement, and other notice or demand, any right or equity of redemption, any obligation of a prospective purchaser or lessee to inquire as to the power and authority of the Secured Party to sell, lease or otherwise dispose of the Collateral, and any obligations of a prospective purchaser or lessee to inquire as to the application by the Secured Party of the proceeds of sale or otherwise, which would otherwise be required by, or available to Debtor under, applicable law are hereby expressly waived by Debtor to the fullest extent permitted by such law.

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C. Proceeds of Collateral. Proceeds of any collection or disposition by the Secured Party of any of the Collateral may be applied by the Secured Party first to the reasonable expense of retaking, conserving, collecting (by suit or otherwise) or disposing of (by sale or otherwise) the Collateral, including reasonable attorneys' fees and legal expenses incurred, and then to the satisfaction of all the Indebtedness secured hereby in such order of application as the Secured Party elects. After such application and any further application required by law, the Secured Party will account to Debtor for any surplus and Debtor and every guarantor of Debtor shall remain liable to the Secured Party for any deficiency.

5. General Provisions.

A. Although Secured Party has no duty to grant any extension or indulgence, the filing of a renewal financing statement shall be notice of Secured Party's security interest for five years after the date of such filing in contemplation of any extensions, indulgences or refinancing which may be granted.

B. The Debtor shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Secured Party may reasonably require for the purpose of more completely vesting in and assuring to the Secured Party the Secured Party's rights hereunder and in or to the Collateral.

C. Any notices or demands which by provision of this Agreement is required or provided to be given shall be deemed to have been sufficiently given or served for all purposes by being served personally, sent by United States mail, postage prepaid, or sent by a nationally recognized overnight carrier, in each case to the Debtor at the address at which the Secured Party customarily communicates with Debtor. Delivery is completed upon personal service, or in the case of United States Mail or overnight carrier, on the day after deposited with the carrier.

D. All expenses incurred by the Secured Party, including reasonable attorneys' fees and legal expenses, in seeking to collect or enforce any rights to or under the Collateral and, in case of default, incurred by the Secured Party in seeking to collect or enforce the Indebtedness secured hereby and enforce its rights hereunder (including participating or taking action in any bankruptcy or other insolvency proceeding of Debtor) shall be immediately reimbursed to the Secured Party by Debtor and shall be part of the Indebtedness secured by this Agreement.

E. The obligations of each of the undersigned under this Agreement, if there is more than one Debtor, shall be joint and several; each of the undersigned shall be individually liable for performance of and for all amounts due under this Agreement. All persons signing this Agreement on behalf of a corporation, partnership, trust or other entity warrant to the Secured Party that they are duly and properly authorized to execute this Agreement.

F. Nothing in this Agreement shall waive or restrict any right of the Secured Party granted in any other document or by law. No delay on the part of the Secured Party in the exercise of any right or remedy shall operate as a waiver. No single or partial exercise by the Secured Party of any right or remedy shall preclude any other future exercise of that right or remedy or the exercise of any other right or remedy. No waiver or indulgence by the Secured Party of any default shall be effective unless in writing and signed by the Secured Party, nor shall a waiver on one occasion be construed as a bar to or waiver of that right on any future occasion. Acceptance of partial or late payments owing on any of the Indebtedness at any time shall not be deemed a waiver of any default.

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G. All rights, remedies and security granted to the Secured Party herein are cumulative and in addition to other rights, remedies or security which may be granted elsewhere or by law. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any provision hereof shall be declared invalid or illegal it shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement.

H. Any reference to the Secured Party shall include any holder of the Indebtedness and any holder shall succeed to the Secured Party's rights under this Agreement. This Agreement shall bind the respective heirs, personal representatives, successors and assigns of Debtor.

I. This Agreement has been executed in Michigan and all of the rights, remedies and duties of the Secured Party and the Debtor shall be governed by the laws of the State of Michigan. Debtor agrees that any action against Debtor for enforcement of this Agreement may be brought in any municipal or State court in Kent County, Michigan, having jurisdiction of the subject matter; Debtor consents to personal jurisdiction over it by such courts; and consents to venue in such courts.

J. If any payment applied by the Secured Party to the Indebtedness is subsequently set aside, recovered, rescinded or otherwise required to be returned or disgorged by the Secured Party for any reason (pursuant to bankruptcy proceedings, fraudulent conveyance statutes, or otherwise), the Indebtedness to which the payment was applied shall for the purposes of this Agreement be deemed to have continued in existence, notwithstanding the application, and shall be secured by the Collateral as fully as if the Secured Party had not received and applied the payment.

K. This Agreement is the joint product of the parties, and any ambiguity herein shall not be construed against the drafter, but rather the terms hereof shall be given a reasonable interpretation as if each party had in fact drafted the Agreement.

L. This Agreement may be executed and delivered in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. A facsimile or other electronic copy of a signature shall be deemed an original for purposes of this Agreement.

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WHEREFORE, the parties have executed this Agreement the day and year written above.

Debtor: 2900 Madison Ave Holdings, LLC		Secured Party: NJD Investments, LLC
/s/ James E. Kras		/s/ Lori DeHaan
By: James Kras, Manager		By: Lori DeHaan, Manager

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EXHIBIT 10.5

GUARANTY

FOR VALUABLE CONSIDERATION, Edible Garden AG Incorporated, a Delaware corporation ("Guarantor"), unconditionally guarantees and promises to pay to NJD Investments, LLC, a Michigan limited liability company (“Lender”), or order, on demand, in lawful money of the United States, any and all indebtedness of 2900 Madison Ave Holdings, LLC, a Michigan limited liability company ("Borrower"), to Lender which remains unpaid after Lender has foreclosed on that certain mortgage (“Mortgage”) and security agreement (“Security Agreement”) both of even date herewith, which secure all sums which may become due to Lender by Borrower under that certain Promissory Note, as defined below. The word "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Borrower now or hereafter made, incurred or created, whether voluntary or involuntary, and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Borrower may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter become barred from any statute of limitations, or whether such indebtedness may be or hereafter become otherwise unenforceable. This Guaranty specifically includes any and all sums which may become due to Lender by Borrower under that certain Promissory Note dated August 30, 2022 in the amount of $1,136,000 (the “Promissory Note”), but is limited to any and all sums which remain due to Lender by Borrower after such time as Lender has foreclosed on the Mortgage and Security Agreement.

1. The obligations hereunder are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor to the extent there is a deficiency in payment following Lender’s foreclosure under the Mortgage and Security Agreement, whether such action is brought against Borrower or whether or not Borrower is joined in any such action or actions.

2. Guarantor authorizes Lender, without notice or demand and without affecting Guarantor's liability hereunder, from time to time to (a) renew, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of the indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (b) take and hold security for the payment of this Guaranty or the indebtedness guaranteed, and exchange, enforce, waive and release any such security; and (c) apply such security and direct the order or manner of sale thereof as Lender in its discretion may determine. Lender may without notice assign this guaranty in whole or in part.

3. Guarantor waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower. Until all indebtedness of Borrower to Lender has been paid in full, Guarantor shall have no right of subrogation, and waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by Lender. Lender shall foreclose, either by judicial foreclosure or by exercise of power of sale, any security for the indebtedness, and even though the foreclosure may destroy or diminish Guarantor's rights against Borrower, and Guarantor shall be liable to Lender for any part of the indebtedness remaining unpaid after the foreclosure. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this guaranty and of the existence, creation or incurring of new or additional indebtedness.

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4. Guarantor agrees to pay reasonable attorney's fees and all other costs and expenses which may be incurred by Lender in the enforcement of this Guaranty. Further, Guarantor agrees that if the services of an attorney are required by Lender to enforce the judgment rendered in connection with this Guaranty, the judgment creditor shall be entitled to reasonable attorney's fees, costs and other expenses, and such fees, costs and expenses shall be recoverable as a separate item. This provision shall be separable from all other provisions of this Guaranty, shall survive any judgment, and shall not be deemed merged into the judgment.

5. At such time at the Promissory Note is paid in full, and any costs, reasonable fees and damages related to default thereunder are paid in full, including actions under the Mortgage or Security Agreement, this Guaranty shall be returned by Lender to Guarantor and shall be of no further force or effect.

6. This Agreement shall be governed by and construed according to the laws of the State of Michigan.

	Edible Garden AG Incorporated
Dated: August 30, 2022	By:	/s/ James E. Kras
		By: Jim Kras, Chief Executive Officer

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