EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 14, 2025 (the “Execution Date”), is entered into among NaturalShrimp Farms Inc., a Nevada corporation (“Seller”) and Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), Edible Garden Sustainable Ventures LLC, a Delaware limited liability company (“Purchaser”) and Edible Garden AG Incorporated, a Delaware corporation (“Edible”).  Seller and Streeterville, are each referred to as a “Seller Party” and collectively as the “Seller Parties”. Purchaser and Edible are each referred to as a “Purchaser Party”, and collectively as the “Purchaser Parties”.  Each of the Seller Parties and Purchaser Parties is referred to herein as a “Party” and together the “Parties”.

RECITALS:

A. Seller desires to sell to Purchaser all of the Purchased Assets (as defined in Section 2.1 hereof), and Purchaser desires to purchase from Seller all of the Purchased Assets upon the terms and conditions set forth in this Agreement (such purchase, sale, and assignment collectively, the “Sale”).

B. Contemporaneous with the Execution Date hereof, the Purchaser and Iowa Shrimp Holdings, LLC, an affiliate of Seller (“Iowa Shrimp Holdings”), have entered into a Lease for access to and use of certain real property located at 401 Des Moines Street, Webster City, Iowa 50595; where substantially all of the Purchased Assets are located (the “Lease”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

I. DEFINITIONS

1.1 Certain Definitions. For purposes of this Agreement, each of the following terms, when used herein with initial capital letters, has the meaning specified in this Section 1.1 or in the other Sections of this Agreement identified in Section 1.2:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the Preamble, and includes Schedules and Exhibits attached hereto.

“Aquaculture Technology” means the proprietary aquaculture platform technology acquired by Seller pursuant to the terms and conditions of that certain Receivership APA.

“Business Day” means any day other than a Saturday, a Sunday, or any other day on which commercial banks in New York, New York are authorized or required by Law to close.

“Cap” has the meaning set forth in Section 10.1(d).

“Closing” has the meaning set forth in Section 4.1.

“Closing Date” has the meaning set forth in Section 4.1.

“Code” means the Internal Revenue Code of 1986.

“Commission” has the meaning set forth in Section 5.9(a).

“Consideration Shares” has the meaning set forth in Section 3.1.

“Contract” means any contract, agreement, commitment, understanding, arrangement, promise, or undertaking (including any indenture, note, bond or other evidence of indebtedness, lease, instrument, license, lease, purchase order or other legally binding agreement).

“Documents” means all books; records; reports; files; personnel records; invoices; financial and management records; inventory records; product specifications; marketing, advertising and promotional materials; archives; photographs; and work papers, in each case, that primarily relate to any Purchased Asset, including all data and other information stored in any format or media, including on hard drives, hard copy or other media.

“Edible” has the meaning set forth in the Preamble of this Agreement.

“Encumbrances” means all Liens, charges, mortgages, pledges, security interests or other encumbrances of any kind.

“Excluded Assets” has the meaning set forth in Section 2.2.

“Excluded Liabilities” has the meaning set forth in Section 2.4.

“Execution Date” has the meaning set forth in the Preamble of this Agreement.

“Fraud” common law fraud under the laws of the State of Delaware.

“General Assignment and Bill of Sale” means the General Assignment and Bill of Sale for the Purchased Assets mutually acceptable to Purchaser and Seller, in substantially the form attached as Exhibit A hereto.

“Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, or any agency, authority, department, commission, board, bureau, official or instrumentality of such body, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), whether foreign, federal, tribal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator thereof (public or private) of competent jurisdiction.

“Income Taxes” means (a) all Taxes based upon, measured by, or calculated with respect to gross or net income, gross or net receipts or profits (including franchise Taxes and any capital gains, alternative minimum, and net worth Taxes, but excluding ad valorem, property, excise, severance, production, sales, use, real or personal property transfer or other similar Taxes), (b) Taxes based upon, measured by, or calculated with respect to multiple bases (including corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, measured by, or calculated with respect to is included in clause (a) above, or (c) withholding Taxes measured with reference to or as a substitute for any Tax included in clauses (a) or (b) above.

“Iowa Shrimp Holdings” has the meaning set forth in the Recitals of this Agreement.

“IRS” means the Internal Revenue Service.

“Knowledge of Seller” or “Seller’s Knowledge” means the actual knowledge of John Fife or Christopher Stalcup.

“Law” means any federal, tribal, state, local or foreign law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree or common law requirement.

“Lease” has the meaning set forth in the Recitals of this Agreement.

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or any proceedings.

“Liability” means any debt, Lien, loss, liability, claim, commitment, demand, responsibility, suit, cause of action, judgment, award, settlement, undertaking, damage, expense, interest, fee, fine, penalty, cost, royalty, deficiency or obligation (including those arising out of any action, such as any settlement or compromise thereof or judgment or award therein), of any nature, whether known or unknown, disclosed or undisclosed, express or implied, primary or secondary, direct or indirect, matured or unmatured, determined or indeterminable, disputed or undisputed, secured or unsecured, joint, several or joint and several, fixed, absolute, contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due, and whether in contract, tort or otherwise, and whether or not required to be accrued on the financial statements of any entity or individual.

“Lien” as applied to any Person means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, charge, royalty, lease, sublease, charge, option, right of first offer or first refusal, right of use or possession, restriction, easement, servitude, restrictive covenant, encroachment or any other similar encumbrance or restriction in respect of an asset of such Person, whether imposed by Law, Contract or otherwise.

“Losses” means any and all losses, Liabilities, damages, penalties, and claims resulting directly from any matter for which indemnification is provided under this Agreement.  Such claims are limited to direct and proximate economic losses only and do not include lost profits, lost time, attorneys’ fees, or costs.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Necessary Consent” has the meaning set forth in Section 2.5(a).

“Non-Income Taxes” means (a) any Taxes other than Income Taxes, including ad valorem, use, property, excise, sales, severance, production, gross proceeds, conservation, use or other similar Taxes and (b) royalties, in each case, based upon the acquisition, operation or ownership of the Purchased Assets but excluding, for the avoidance of doubt, Transfer Taxes.

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of, or entered, issued, made or rendered by, a Governmental Body.

“Ordinary Course of Business” means the ordinary and usual course of normal day-to-day operations.

“Outside Date” has the meaning set forth in Section 4.4(a).

“Party” has the meaning set forth in the Preamble of this Agreement.

“Permit” means any governmental or other industry permits, registrations, certificates, certificates of occupancy, certifications, exemptions, licenses, franchises, consents, approvals or authorizations.

“Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

“Post-Closing Liabilities” has the meaning set forth in Section 2.3.

“Purchase Price” has the meaning set forth in Section 3.1.

“Purchase Price Allocation” has the meaning set forth in Section 9.2.

“Purchased Assets” has the meaning set forth in Section 2.1 hereof.

“Purchaser” has the meaning set forth in the Preamble of this Agreement.

“Purchaser Indemnitees” has the meaning set forth in Section 10.1(b).

“Receiver” means Amplēo Turnaround and Restructuring LLC, a Utah limited liability company.

“Receivership APA” means that certain Asset Purchase Agreement, dated February 6, 2025, by and among Seller, Streeterville, Bucktown Capital, LLC, a Utah limited liability company, Iowa Shrimp Holdings, Texas Shrimp Holdings, LLC, a Texas limited liability company, on the one hand, and Receiver, as receiver of the receivership estates of the Receivership Entities.

“Receivership Entities” refers to Natural Shrimp Incorporated, a Nevada corporation and its wholly-owned subsidiaries, NaturalShrimp USA Corporation, a Delaware Corporation, NaturalShrimp Global, Inc., a Delaware Corporation and Natural Aquatic Systems, Inc., a Texas Corporation.

“Representative” means, with respect to any Person, any and all directors, officers, partners, managers, employees, consultants, financial advisors, counsel, accountants and other agents.

“Sale” has the meaning set forth in the Recitals of this Agreement.

“Securities Act” has the meaning set forth in Section 5.9(b).

“Seller” has the meaning set forth in the Preamble of this Agreement.

“Seller Indemnitees” has the meaning set forth in Section 10.1(c).

“Seller Material Adverse Effect” means any event, change, effect, condition, state of facts or occurrence which has had or would reasonably be expected to have, individually or when considered together with any other events, changes, effects, conditions, states of facts or occurrences, a material adverse effect on (x) the Purchased Assets, considered as a whole, (y) the Seller or its ownership, assets, business or liabilities, each considered individually, or (z) the Seller’s (A) performance of its obligations under this Agreement and each other agreement, document or instrument contemplated hereby to which Seller is a party or (B) ability to consummate the transactions contemplated hereby or thereby, in each case, other than, any event, change, effect, condition, state of facts or occurrence resulting from (a) any change in the United States or foreign economies or financial markets in general, (b) any change arising in connection with acts of God (including earthquakes, storms, severe weather, fires, floods and natural catastrophes), hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions (in each case including cyberterrorism), (c) any change in applicable Laws or accounting rules, (d) any change or effect arising in connection with the shutdown or other cessation of operations of any Governmental Body, (e) any actions taken or proposed to be taken by Purchaser or any of their respective Affiliates, other than those expressly permitted in accordance with the terms of this Agreement, (f) any action taken by Seller, or any of its respective Affiliates with Purchaser’s written consent or that are otherwise prescribed or expressly permitted hereunder, (g) any effect resulting from the public announcement of this Agreement, or (h)  any effect resulting from a breach of this Agreement by Purchaser; provided, however, that with respect to clauses (a), (b) and (d), such effects shall not be excluded from the definition of “Seller Material Adverse Effect” to the extent it has, or would reasonably be expected to have, a materially disproportionate adverse effect on the Purchased Assets, taken as a whole, as compared to other similarly situated businesses.

“Series B Preferred Stock” means the Series B Preferred Stock of Edible having the rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit B hereto.

“Specific Representation” has the meaning set forth in Section 10.14.

“Streeterville” has the meaning set forth in the Preamble of this Agreement.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes (including any related or supporting schedule, attachment thereto or amendment thereof).

“Taxes” means (a) all (i) Income Taxes; (ii) Non-Income Taxes; (iii) Transfer Taxes; and (iv) all other taxes, assessments, duties, levies, imposts or other similar charges in the nature of a tax imposed by a Governmental Body, including all income, franchise, profits, capital gains, capital stock, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, production, severance, windfall profit, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental (including taxes under Code Section 59A), alternative minimum, add-on, value-added, withholding (including backup withholding) and estimated taxes, and (b) any interest, fine, penalty or additions to tax imposed by a Governmental Body in connection with any item described in clauses (a)(i) through (iv) above.

“Threshold” has the meaning set forth in Section 10.1(d).

“Transactions” means the transactions contemplated by this Agreement.

“Transfer Taxes” has the meaning set forth in Section 9.1.

“Transition Services Agreement” means the transition services agreement in the form of Exhibit C hereto.

“Willful Breach” means, with respect to any Party, that such Party willfully takes an action prohibited by this Agreement or refuses to perform or take an action required by this Agreement, in each case with the knowledge that such action or refusal to act, as applicable, would cause or result in the breach of any material pre-Closing covenant or agreement applicable to such Party. In addition, if all of the conditions in Article VIII have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and any Party fails to consummate the Transactions within five (5) Business Days following the date the Closing should have occurred pursuant to Section 4.1, then such Party that fails to consummate the Transactions shall be deemed to be in Willful Breach of this Agreement.

1.2 Other Definitional and Interpretive Matters.

(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation will apply:

Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action will be extended to the next succeeding Business Day.

Contracts. Reference to any Contract means such Contract as amended or modified and in effect from time to time in accordance with its terms.

Dollars. Any reference in this Agreement to $ will mean U.S. dollars.

Exhibits/Schedules. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein will be defined as set forth in this Agreement.

Gender and Number. Any reference in this Agreement to gender will include all genders, and words imparting the singular number only will include the plural and vice versa.

Headings. The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and will not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any Article, Section, Recital or Exhibit are to the corresponding Article, Section, Recital, or Exhibit of or to this Agreement unless otherwise specified.

Herein. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including. The word “including” or any variation thereof means “including, without limitation” and will not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

Law. Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect from time to time, including any successor legislation thereto and any rules and regulations promulgated thereunder, and references to any section or other provision of a Law means that section or provision of such Law in effect from time to time and constituting the substantive amendment, modification, codification, replacement or re-enactment of such section or other provision.

Or. The word “or” is not exclusive.

To the Extent. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends, and such phrase shall not mean simply “if”.

(b) The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

II. PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale of Assets.

            On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will purchase, acquire, and accept from Seller, and Seller will sell, transfer, assign, convey, and deliver to Purchaser, free and clear of all Encumbrances, all of Sellers’ right, title and interest in and to those certain assets used in or related to the Aquaculture Technology that are not Excluded Assets, including without limitation, the following: (a) machinery, vehicles, appliances, tools, equipment, computer hardware and owned software, furniture, leasehold improvements, and other tangible personal property, and replacement items therefor; (b) all supplier lists and usable supplies and inventory on hand; (c) to the extent assignable, all licenses and permits; (d) all intellectual and intangible property and confidential business information; (e) the Contracts; (f) leases and contracts relating to the foregoing, including vehicle leases, if any, subject to consent rights of contract and lease counterparties; (g) to the extent transferable, all of Seller’s rights under warranties, indemnities, and all similar rights against third parties and (h) prepaid revenue, security deposits and other customer deposits.  The Purchased Assets include the assets listed on Schedule 2.1 hereto (the “Purchased Assets”).

2.2 Excluded Assets. Seller shall retain the following assets, and nothing herein contained will be deemed to constitute an agreement to sell, transfer, assign, or convey the following assets (the “Excluded Assets”):

a. All cash on hand;

b. All accounts receivable from sales shipped prior to the Closing;

c. All cash or funds in bank, credit union, deposit, or other financial accounts in the name of the Seller other than prepaid revenue, security deposits and other customer deposits;

d. All machines, equipment, or property belonging to, owned by, or encumbered by a lien of Hydrenesis;

e. All personal property belonging to employees of Seller;

f. All propane tanks that are owned or encumbered by a non-Seller; and

g. All vehicles not titled in the name of the Seller (other than vehicles conveyed pursuant to the Receivership APA and documents ancillary thereto but pursuant to which title has not yet been transferred with the applicable Governmental Body).

2.3 Post-Closing Liabilities. Purchaser will not assume any Liabilities of the Seller. Subject to the conditions set forth in this Agreement, at the Closing, Purchaser will effective as of the Closing be solely responsible for any Liabilities resulting from, related to, or in connection with, the Purchased Assets first arising from and after the Closing Date, including those Liabilities solely resulting from, related to, or in connection with Purchaser’s use, operation, possession, or ownership of or interest in the Purchased Assets, or any other fact or circumstance with respect to the Purchased Assets, first arising after the Closing Date (collectively, the “Post-Closing Liabilities”).

2.4 Excluded Liabilities. Notwithstanding anything to the contrary set forth herein, the Seller will remain liable with respect to, and Purchaser will not assume and will be deemed not to have assumed, and shall have no obligation, responsibility, or liability, with respect to the Excluded Liabilities. “Excluded Liabilities” means all Liabilities of the Seller resulting from, related to, or in connection with the Purchased Assets arising before the Closing Date, including those Liabilities solely resulting from, related to, or in connection with Seller’s use, operation, possession or ownership of or interest in the Purchased Assets, or any other fact or circumstance with respect to the Purchased Assets, before the Closing Date.  For the avoidance of doubt, the parties agree that Purchaser is not a successor employer to Seller or any Receivership Entity, and Purchaser has no obligation to assume any employment or benefits-related obligations, including any employment agreements, fringe benefit payments, vacation pay, COBRA obligations or any other benefits of employment, of Seller or any Receivership Entity, all of which, to the extent applicable, shall be Excluded Liabilities.

2.5 Non-Assignment of Assets.

(a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not affect the assignment or transfer of any Purchased Asset if an attempted assignment or transfer thereof without the approval, authorization, or consent of any third party thereto (each such action, a “Necessary Consent” or collectively, the “Necessary Consents”) would constitute a breach, default, or violation thereof or of any Law or Order thereunder in any material respect. In such event, if such assignment or transfer is subject to such Necessary Consent being obtained and Seller shall use its commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that Seller will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or Legal Proceedings to obtain any such consent or approval.  If such enforcement or any Necessary Consent is not obtained, and the assignment or transfer subject to such Necessary Consent would be ineffective or if not enforceable would materially and adversely affect the rights of Purchaser to such Purchased Asset following the Closing, Seller shall, and shall use reasonable efforts to cause the Receiver and Receivership Entities to, cooperate in a mutually agreeable arrangement with Purchaser, to the extent feasible, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement; provided, that, for the avoidance of doubt, any Liability of Purchaser resulting from, arising out of or in connection with the foregoing to the extent the subject of a written agreement among the Seller and Purchaser will be deemed to be a Post-Closing Liability.

(b) Subject to Section 2.5(a), if after the Closing Date (i) the Purchaser holds any Excluded Assets or is the subject of any Excluded Liabilities or (ii) the Seller or any Receivership Entity holds any Purchased Assets or is the subject of any Post-Closing Liabilities, such Purchaser or the Seller, as applicable, will promptly transfer (or in the case of Purchased Assets or Post-Closing Liabilities held by the Receivership Entities shall use commercially reasonable efforts to cause to be transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party. Prior to any such transfer, the Party receiving or possessing any such asset will hold it (or in the case of assets held by the Receivership Entities, Seller shall use commercially reasonable efforts to cause it to be held) in trust for such other Party.

2.6 Further Conveyances and Further Conveyances and Assumption. From time to time on and following the Closing as necessary, Seller and Purchaser will use their commercially reasonable efforts to, and will use their commercially reasonable efforts to cause their respective Affiliates and the Receiver to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and their respective successors and/or permitted assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactions; provided, that nothing in this Section 2.6 will require Purchaser or any of their respective Affiliates to have any obligation, responsibility or liability, or pay, any Liabilities other than the Post-Closing Liabilities.

III. CONSIDERATION

3.1 Consideration. The aggregate consideration for the Purchased Assets (the “Purchase Price”) will be 12,000 shares of newly issued Series B Preferred Stock of Edible (the “Consideration Shares”), to be issued in book entry form in the name of Streeterville, as sole shareholder of the Seller.

3.2 Payment of Purchase Price. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Edible will deliver the Consideration Shares in full satisfaction of the Purchase Price to Streeterville or Seller’s designee.

3.3 Allocation of Purchase Price to Property.  The Purchase Price shall be allocated as set forth in Section 9.2 hereof.

IV. CLOSING AND TERMINATION

4.1 Closing Date. Subject to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof (or the waiver thereof by the Party entitled to waive that condition), and provided that this Agreement shall not have been terminated pursuant to Section 4.4, the closing of the purchase and sale of the Purchased Assets provided for in Article II (the “Closing”) will take place remotely by the electronic exchange of documents and signatures in PDF format at 10:00 a.m. Mountain Time on the date that is no later than two (2) Business Days following the satisfaction or waiver of the conditions set forth in Article VIII (other than conditions that by their nature are to be first satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place and time as the Parties may designate in writing. The date on which the Closing is held is referred to in this Agreement as the “Closing Date.”

4.2 Deliveries by Seller. At the Closing, Seller will deliver to Purchaser:

(a) the General Assignment and Bill of Sale for the Purchased Assets, duly executed by Seller;

(b) titles in Seller’s possession for the vehicles that are being sold;

(c) the Transition Services Agreement, duly executed by Seller;

(d) the Lease, duly executed by Iowa Shrimp Holdings;

(e) the officer’s certificate required to be delivered pursuant to Sections 8.1(a) and 8.1(b);

(f) a certificate of the Secretary (or equivalent officer) of Seller certifying that attached thereto are true, correct and complete copies of (A) the certificate of incorporation of Seller, and all amendments thereto; (B) the by-laws of Seller, and all amendments thereto; and (C) all requisite resolutions or actions of the governing body of Seller approving this Agreement, the execution hereof and any ancillary agreements to which Seller is a party, and the performance of its obligations hereunder;

(g) a certificate of the Secretary (or equivalent officer) of Streeterville certifying that attached thereto are true, correct and complete copies of (A) the certificate of formation of Streeterville, and all amendments thereto; (B) the operating agreement of Streeterville, and all amendments thereto; and (C) all requisite resolutions or actions of the governing body of Streeterville approving this Agreement, the execution hereof and any ancillary agreements to which Streeterville is a party, and the performance of its obligations hereunder; and

(h) all other endorsements, assignments, company seals, instruments of transfer, and other instruments of conveyance reasonably requested by Purchaser or required to convey and assign the Purchased Assets to Purchaser and vest title therein in the applicable Purchaser.

4.3 Deliveries by Purchaser. At the Closing, Purchaser will deliver to Seller:

(a) a certificate or book entry statement evidencing the issuance of the Consideration Shares and payment of the Purchase Price;

(b) the General Assignment and Bill of Sale for the Purchased Assets, duly executed by Purchaser;

(c) the Lease, duly executed by Purchaser;

(d) the officer’s certificate required to be delivered pursuant to Sections 8.2(a) and 8.2(b);

(e) the Transition Services Agreement, duly executed by Purchaser;

(f) a certificate of the Secretary (or equivalent officer) of Purchaser certifying that attached thereto are true, correct and complete copies of (A) the certificate of formation of Purchaser, and all amendments thereto; (B) the operating agreement of Purchaser, and all amendments thereto; and (C) all requisite resolutions or actions of the governing body of Purchaser approving this Agreement, the execution hereof and any ancillary agreements to which Purchaser is a party, and the performance of its obligations hereunder; and

(g) a certificate of the Secretary (or equivalent officer) of Edible certifying that attached thereto are true, correct and complete copies of (A) the certificate of incorporation of Edible, and all amendments thereto; (B) the by-laws of Edible, and all amendments thereto; and (C) all requisite resolutions or actions of the governing body of Edible approving this Agreement, the execution hereof and any ancillary agreements to which Edible is a party, and the performance of its obligations hereunder.

4.4 Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

(a) by Purchaser Parties or Seller, if the Closing has not occurred by 5:00 p.m. Mountain Time on May 31, 2025 (the “Outside Date”); provided, however, that if the Closing has not occurred on or before the Outside Date due to a material breach of any representations, warranties, covenants or agreements contained in this Agreement by Purchaser Parties or Seller, then such breaching Party, may not terminate this Agreement pursuant to this Section 4.4(a);

(b) by mutual written consent of Seller and Purchaser Parties;

(c) by Purchaser Parties, if Seller breaches any representation or warranty or any covenant, agreement or obligation contained in this Agreement, such breach would reasonably be expected to result in a failure of a condition set forth in Section 8.1 and such breach, if curable, has not been cured by the earlier of (i) ten (10) days after the giving of timely written notice by such Purchaser Party to Seller on or before five (5) days of knowledge of such breach and (ii) the Outside Date; provided, that no Purchaser is then in material breach of any representation, warranty, covenant or agreement contained in this Agreement; or

(d) by Purchaser Parties or Seller if there is in effect an unstayed Order of a court or Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions.

4.5 Procedure Upon Termination. In the event of termination pursuant to Section 4.4, the terminating Party will give written notice thereof to the other Party or Parties, and this Agreement will terminate as described in Section 4.6, and the purchase of the Purchased Assets hereunder will be abandoned, without further action by Purchaser or Seller.

4.6 Effect of Termination. In the event that this Agreement is terminated as provided herein, then each of the Parties will be relieved of its duties and obligations arising under this Agreement after the date of such termination and there will be no Liability or obligation on Purchaser, Seller, or any of their respective Affiliates or Representatives; provided, however, that the provisions of this Section 4.6, and, to the extent necessary to effectuate the foregoing enumerated provisions, Section 1.1 hereof, will survive any such termination and will be enforceable hereunder, provided, further, that nothing in this Section 4.6 will be deemed to release any Party from Liability for any Willful Breach of this Agreement prior to termination or for Fraud.

V. REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller and Streeterville, as applicable, hereby represent and warrant to Purchaser Parties that:

5.1 Organization; Capitalization. Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada. Streeterville is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Utah.  Streeterville owns 100% of the issued and outstanding capital stock of Seller, free and clear of all Encumbrances, which represents 100% of the equity interests of Seller.

5.2 Authorization of Agreement. Each Seller Party has the requisite power and authority to execute and deliver this Agreement and each other agreement, document, or instrument contemplated hereby or thereby to which it is a party and to perform its obligations hereunder and thereunder.  The execution and delivery of this Agreement and each other agreement, document or instrument contemplated hereby or thereby to which it is a party and the consummation of the Transactions have been duly authorized by all requisite corporate or similar action on the part of each Seller Party. This Agreement and each other agreement, document or instrument contemplated hereby or thereby to which each Seller Party is a party has been duly and validly executed and delivered, and each agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to Closing will be duly executed and delivered by such Seller Party and (assuming the due authorization, execution and delivery by the other Parties) this Agreement and each other agreement, document or instrument contemplated hereby or thereby to which such Seller Party is a party constitutes legal, valid and binding obligations of such Seller Party enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

5.3 No Conflict.  The execution, delivery and performance by each Seller Party of this Agreement any ancillary agreements to which such Seller Party is a party, and the consummation by the Seller Parties of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any Law to which any Seller Party is subject, (b) violate any provision of the articles of incorporation, bylaws or other organizational or governance documents of a Seller Party, or (c) violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature upon any of the assets of Seller or give to others any interests or rights therein under, any Contract or Permit to which a Seller is a party or by which Seller may be bound or affected.

5.4 Title to Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of all Encumbrances. At Closing, Seller will convey the Purchased Assets to Purchaser free and clear of any and all Encumbrances. The buildings, structures, fixtures, machinery, equipment, vehicles and other items of tangible personal property of Seller currently owned or leased by Seller constitute all of the assets, properties and rights necessary for the operation of the business of Seller and the Receivership Entities as is currently conducted.  To the best of Seller’s knowledge, except as set forth on Schedule 5.4, the transactions contemplated by the Receivership APA have been consummated and no further action is necessary to vest in Seller title to any Purchased Assets, which Purchased Assets are subsequently assigned by Purchaser pursuant to this Agreement.

5.5 Litigation. To Seller’s Knowledge, there are not any other Legal Proceedings or Orders pending that would affect this Sale or the Purchased Assets.

5.6 Financial Advisors. Seller has not incurred any obligation or Liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or Transactions for which Purchaser are or may become liable.

5.7 Taxes. All material Tax Returns required to be filed by the Seller with respect to the Purchased Assets have been filed, and the Seller has paid all material Taxes shown as due on each such Tax Return. No material examination of any such Tax Return of Seller is currently in progress by any Governmental Body.

5.8 Full Disclosure by Seller. To the Knowledge of Seller, Seller is not aware of any information that he has not disclosed or made available to Purchaser Parties that, in its reasonable judgment, would likely have a material impact on the value of the Purchased Assets.

5.9 Securities Law Representations. 

(a) Review of SEC Reports. Streeterville has (i) received and carefully reviewed Purchaser’s annual, current and periodic reports filed with the Securities and Exchange Commission (the “Commission”) since December 31, 2023 in accordance with the Exchange Act, and (ii) had the opportunity to ask questions and receive answers from Purchaser’s officers and directors of all information needed by Streeterville to make an informed investment decision to the satisfaction of Streeterville and to obtain any documents relating to Purchaser. Streeterville is aware of the risks inherent in an investment in Purchaser and specifically the risks of an investment in the securities and can bear any loss associated with an investment in the securities. In addition, Streeterville is aware and acknowledges that there can be no assurance of the future viability or profitability of Purchaser, nor can there be any assurance relating to the current or future price of the Purchaser’s common stock, as quoted on Nasdaq, or market conditions generally.

(b) Own Account. Streeterville understands that the Consideration Shares are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities law, and Seller is acquiring the Consideration Shares as principal for its own account and not with a view to or for distributing or reselling such Consideration Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Consideration Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Consideration Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting Purchaser’s right to sell the Consideration Shares pursuant to an effective registration statement or otherwise in compliance with applicable federal and state securities laws). Streeterville is an accredited investor, as defined in Regulation D promulgated under the Securities Act. Streeterville has such knowledge, skills and experience in business, finance and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the securities.

(c) Valuation of Shares. Streeterville has independently evaluated the fairness of the consideration for the Consideration Shares and acknowledges that Purchaser does not make any representation or warranty regarding the fairness of such consideration or that the consideration does, or does not, represent the fair market value of the Consideration Shares.

(d) No Solicitation. Streeterville is not acquiring any of the Consideration Shares as a result of or subsequent to (a) any general solicitation or (b) any published advertisement in connection with the offer and sale of the Consideration Shares.

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

5.10 No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V and any other document or instrument delivered in connection with the Transactions, no Seller Party nor any other Person makes any other express or implied representation or warranty with respect to Seller Parties, the Purchased Assets, the Post-Closing Liabilities or the Transactions, and Seller Parties disclaim any other representations or warranties, whether made by a Seller Party, any Affiliate of a Seller Party, or any of their respective Representatives.  Except for the representations and warranties expressly contained in this Article V, Seller Parties (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to a Purchaser Party its Affiliates or Representatives concerning the Purchased Assets (including any opinion, information, projection, or advice that may have been or may be provided to a Purchaser Party or any of its Representatives, a Seller Party, or any of their respective Affiliates). Seller Parties makes no representations or warranties to Purchaser Parties regarding the probable success or profitability of the Purchased Assets or the use thereof.  Purchaser Parties acknowledge and agree that Purchaser is purchasing the Purchased Assets without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to a Seller Party except as expressly set forth in this Section V.

VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser Parties jointly and severally hereby represent and warrant to Seller Parties that:

6.1 Organization and Good Standing. Purchaser is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Delaware. Edible is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Delaware. Edible owns 100% of the issued and outstanding membership interests of Purchaser, free and clear of all Encumbrances, which represents 100% of the equity interests of Purchaser. Each Purchaser Party has the requisite corporate power and authority to own, lease, and operate its own properties and to carry on its own business as conducted as of immediately prior to the date hereof.

6.2 Authorization of Agreement. Each Purchaser Party has the requisite power and authority to execute and deliver this Agreement and each other agreement, document, or instrument contemplated hereby or thereby to which it is a party and to perform its obligations hereunder and thereunder.  The execution and delivery of this Agreement and each other agreement, document or instrument contemplated hereby or thereby to which it is a party and the consummation of the Transactions have been duly authorized by all requisite corporate or similar action on the part of each Purchaser Party. This Agreement and each other agreement, document or instrument contemplated hereby or thereby to which each Purchaser Party is a party has been duly and validly executed and delivered, and each agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to Closing will be duly executed and delivered by such Purchaser Party and (assuming the due authorization, execution and delivery by the other Parties) this Agreement and each other agreement, document or instrument contemplated hereby or thereby to which such Purchaser Party is a party constitutes legal, valid and binding obligations of such Purchaser Party enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

6.3 No Conflict.  The execution, delivery and performance by each Purchaser Party of this Agreement any ancillary agreements to which such Purchaser Party is a party, and the consummation by the Purchaser Parties of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any Law to which any Purchaser Party is subject or (b) violate any provision of the articles of incorporation, bylaws or other organizational or governance documents of a Purchaser Party.

6.4 Financial Advisors. Other than Maxim Group LLC, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the Transactions, and no Person is entitled to any fee or commission or like payment in respect thereof that would or could be owed by or claimed against Seller or any of the consideration to be paid hereunder.

6.5 Condition of the Purchased Assets. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledge and agree that Seller is making no representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof. Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article V, the Purchased Assets are being transferred on a “as is”, “where is” “if is” basis. Purchaser Parties acknowledge that it has conducted to its satisfaction its own independent investigation of the Purchased Assets and, in making the determination to proceed with the Transactions, Purchaser Parties have relied on the results of its own independent investigations.

6.6 Securities Law Representations. 

(a) Consents. Purchaser represents and warrants that it is not required to obtain any consent from or give prior notice to its shareholders, Nasdaq, or any other Person in connection with the execution and delivery of this Agreement, including any Exhibits/Schedules to this Agreement and the issuance and delivery of the Consideration Shares.

(b) Securities Legend. Each stock certificate representing the Consideration Shares, unless registered pursuant to an effective registration statement, shall bear the following restrictive legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.

6.7 Exclusivity of Representations and Warranties. Except for the representations and warranties expressly contained in this Article 5.9(a), no Purchaser Party nor any other Person makes any other express or implied representation or warranty with respect to the Purchaser Parties or the Transactions, and the Purchaser Parties disclaim any other representations or warranties, whether made by the Purchaser Parties or any of their respective Affiliates or any of a Purchaser Party or its Affiliates’ respective Representatives.  Except for the representations and warranties contained in Article V, the Purchaser Parties agree and acknowledge that no Seller Party nor any Person on behalf of a Seller Party makes any other express or implied representation or warranty with respect to the Purchased Assets or the Post-Closing Liabilities or with respect to any other information provided or made available to Purchaser Parties in connection with the Transactions, including information conveyed at management presentations, in a virtual data room or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information. Purchaser Parties acknowledge and agree that the except as expressly set forth in Article V, Purchased Assets are sold “as is” and Purchaser Parties agree to accept the Purchased Assets in the condition they are in on the Closing Date based on their own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller Parties except as expressly set forth in this Agreement.

VII. COVENANTS

7.1 Access to Information.

(a) From the Execution Date through the Closing Date, Purchaser will be entitled for purposes of consummating the Transactions to make such investigation of the Purchased Assets as it reasonably requests. Seller will direct and use its commercially reasonable efforts to cause its Representatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such investigation and examination, and Purchaser and its respective Representatives will cooperate with Seller and its Representatives. Notwithstanding anything herein to the contrary, no such investigation or examination will be permitted to the extent that it would require Seller to disclose information that would violate attorney-client privilege or cannot be disclosed as a result of confidentiality arrangements under agreements with third parties. Further, notwithstanding anything else herein, no attorney-client privilege or relationship will be sold or conveyed to Purchaser hereunder.

7.2 Actions Pending the Closing. Except (a) as required by applicable Law, (b) as otherwise expressly contemplated by this Agreement, (c) in the Ordinary Course of Business or (d) with the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed), during the period from the date hereof to and through the Closing Date, the Parties will: (i) use commercially reasonable efforts to not interfere with the carrying on of business and use of the Purchased Assets in the Ordinary Course of Business and use commercially reasonable efforts to maintain, preserve and protect the Purchased Assets in their current condition; (ii) maintain the Documents and other books, accounts and records in the Ordinary Course of Business; (iii) pay all material Taxes as and when such become due, other than those that are being contested in good faith; (iv) not dispose of or grant rights to all or any material portion of the Purchased Assets; (v) not allow or create a Lien on any of the Purchased Assets; (vi) use commercially reasonable efforts to defend and protect the Purchased Assets from infringement or deterioration; (vii) comply with applicable Laws in all material respects with respect to any Purchased Assets; and (viii) not enter into any agreement or commitment to take any action prohibited by this Section 7.2.

7.3 Consents. The Parties will use their respective commercially reasonable efforts to obtain at the earliest practicable date all consents and approvals contemplated by this Agreement, including the consents and approvals referred to in Sections 2.5(a); provided, however, that neither Seller nor Purchaser will be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or Legal Proceedings to obtain any such consent or approval; provided, further, however, the Seller shall be obligated to comply with Section 7.1 hereof.

7.4 Further Assurances. Subject to the other provisions of this Agreement, each of Purchaser and Seller will use its commercially reasonable efforts to (a) take all actions necessary or appropriate to consummate the Transactions, (b) provide the other Parties with reasonable cooperation and take such actions as such other Parties may reasonably request in connection with the consummation of the Transactions, and (c) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the Transactions; provided, however, that neither Seller nor any Purchaser will be obligated to pay any consideration or incur any fees, costs or expenses: in connection with the foregoing, to any third party from whom consent or approval is requested or to initiate any litigation or Legal Proceedings to obtain any consent or approval.

7.5 Publicity. Purchaser and Seller shall consult with each other before issuing any press release or other equivalent public statement concerning this Agreement or the Transactions, and shall not issue any such release without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed).

7.6 Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, Seller receives any payment that is for the account of Purchaser, Seller shall promptly deliver such amount or instrument to Purchaser. All amounts due and payable under this Section 7.6 shall be due and payable by Seller in immediately available funds, by wire transfer to the account designated in writing by Purchaser. Notwithstanding the foregoing, Seller hereby undertakes to use its commercially reasonable efforts to direct or forward all relevant bills, invoices or like instruments to Purchaser. Any payments received under this Section 7.6 by Purchaser will be treated by Seller as being received by Seller in its capacity as an agent for Purchaser solely for U.S. federal income Tax purposes.

7.7 Misallocated Assets. If, following the Closing, any right, property, or asset forming part of the Purchased Assets (other than any Excluded Asset) is found to have been retained by the Seller in error, either directly or indirectly, Seller shall (a) transfer, at no cost to Purchaser, such right, property or asset (and any related Liability) as soon as practicable to Purchaser and (b) ensure that the Seller shall where permitted by the terms on which the Seller the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Purchaser and allow Purchaser from and after the Closing to have full enjoyment and use of such Purchased Asset, and Purchaser shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that the Excluded Assets are not intended to, and shall not, be transferred to Purchaser or any of its respective Affiliates, and the Seller shall retain such rights, properties and assets.

VIII. CONDITIONS TO CLOSING

8.1 Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser Parties to consummate the Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser Parties in whole or in part to the extent permitted by applicable Law):

(a) the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing (except such representations and warranties that expressly address an earlier date, which such representations and warranties shall be true and correct as of such earlier date), and Purchaser shall have received a certificate signed by Seller dated as of the Closing Date, to the foregoing effect to Seller’s Knowledge, Seller shall have performed and complied with all requirements and obligations necessary to transfer the Purchased Assets to Purchaser, and Purchaser shall have received a certificate signed by Seller dated as of the Closing Date, to the foregoing effect;

(b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it prior to or on the Closing Date, and Purchaser shall have received a certificate signed by Seller dated as of the Closing Date, to the forgoing effect;

(c) Seller shall have delivered, or caused to be delivered, to Purchaser all of the items set forth in Section 4.2; and

(d) There shall have been no Seller Material Adverse Effect between the Execution Date and the Closing Date.

8.2 Conditions Precedent to Obligations of Seller. The obligations of Seller to consummate the Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

(a) the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects as of the Closing (except such representations and warranties that expressly address an earlier date, which such representations and warranties shall be true and correct as of such earlier date), and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;

(b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by Purchaser prior to or on the Closing Date, and Seller shall have received a certificate signed by an authorized officer of Purchaser dated as of the Closing Date to the foregoing effect; and

(c) Purchaser shall have delivered to Seller all of the items set forth in Section 4.3.

8.3 Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 8.1 or 8.2, as the case may be, if such failure was caused by such Party’s breach of any provision of this Agreement.

IX. TAXES

9.1 Transfer Taxes. To the extent that any documentary, stamp, transfer or other similar Taxes and all filing and recording fees (and any penalties and interest associated with such Taxes and fees) arise from or relate to the consummation of the Transactions (collectively, “Transfer Taxes”), such Transfer Taxes will be borne by Purchaser, regardless of the Party on whom Liability is imposed under the provisions of the Laws relating to such Transfer Taxes. Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all Transfer Taxes, and, if required by applicable Law, the Parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation.

9.2 Purchase Price Allocation. The Parties shall use commercially reasonable efforts to agree to an allocation of the Purchase Price (and any other items properly treated as consideration for U.S. federal income Tax purposes) among the Purchased Assets in accordance with Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate), within sixty (60) days after the Closing Date (the “Purchase Price Allocation”). Following such agreement, (a) Purchaser shall use commercially reasonable efforts to update the Purchase Price Allocation in accordance with Section 1060 of the Code following any adjustment to the Purchase Price pursuant to this Agreement, and (b) Purchaser and Seller shall report consistently with the Purchase Price Allocation, as adjusted, on all Tax Returns, including Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position on any Tax Return that is inconsistent with the Purchase Price Allocation, as adjusted, unless otherwise required by applicable Law; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Purchase Price Allocation.

9.3 Cooperation and Audits. Upon reasonable request, Purchaser and its Affiliates will cooperate fully with Seller and its Affiliates in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes relating to the Purchased Assets. Such cooperation shall include making available to Seller and its Affiliates, as reasonably requested, all information, records and documents relating to Taxes governed by this Agreement for a period of three years following the Closing Date.

X. MISCELLANEOUS

10.1 Survival; Indemnification.

(a) The Parties agree that the covenants to be performed prior to the Closing contained in this Agreement or in any instrument delivered pursuant to this Agreement will not survive the Closing hereunder and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law or in equity) with respect thereto shall terminate at the Closing, and none of the Parties will have any Liability to each other after the Closing for any breach thereof. The Parties agree that the representations and warranties of the Seller Parties made in Article V and the representations and warranties of the Purchaser Parties made in Article VI, and covenants contained in this Agreement (and in any agreement, document or instrument delivered in connection with this Agreement) to be performed after the Closing will survive the Closing hereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party will be liable to the other after the Closing for any breach thereof.

(b) Subject to the limitations in Section 10.1(d), the Seller Parties shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Parties, and their respective directors, managers, officers, Affiliates, employees, agents and representatives (collectively, the “Purchaser Indemnitees”), from and against all Losses that are incurred or suffered by any of them in connection with or resulting from each of the following: (i) any material misrepresentation or breach of, or inaccuracy in, any representation or warranty made by a Seller Party in this Agreement or in any instrument delivered pursuant to this Agreement; (ii) any breach of any covenant made by a Seller Party in this Agreement or in any instrument delivered pursuant to this Agreement;(iii) any Excluded Liability; and (iv) Fraud, intentional misrepresentation, or Willful Breach by a Seller Party.

(c) Subject to the limitations in Section 10.1(d), the Purchaser Parties shall indemnify, defend and hold harmless the Seller Parties and their respective directors, managers, officers, Affiliates, employees, agents and representatives (collectively, the “Seller Indemnitees”), from and against all Losses that are incurred or suffered by any of them in connection with or resulting from each of the following: (i) any material misrepresentation or breach of any representation or warranty made by a Purchaser Party in this Agreement or in any instrument delivered pursuant to this Agreement; (ii) any breach of any covenant made by Purchaser in this Agreement or in any instrument delivered pursuant to this Agreement; (iii) any Post-Closing Liabilities (provided that there shall by no indemnification under this Section 10.1(c) for any Losses for which a Purchaser Indemnitee is entitled to indemnification pursuant to Section 10.1(b)); and/or (iv) Fraud, intentional misrepresentation or Willful Breach by a Purchaser Party.

(d) Notwithstanding the foregoing and subject to the proviso at the end of this paragraph, (i) the Seller Parties shall not be obligated to provide any indemnification for Losses pursuant to claims for breaches of representations and warranties under Section 10.1(b)(i) unless the immediate and proximately caused amount of Losses incurred by Purchaser Indemnitees with respect to such breaches of representations and warranties exceeds $50,000 (the “Threshold”), in which case the Seller Parties will be liable for all Losses in excess of the Threshold, and (ii) Purchaser Parties shall not be obligated to provide any such indemnification for Losses pursuant to claims for breaches of representations and warranties under Section 10.1(c)(i) unless the immediate and proximately caused amount of Losses incurred by the Seller Indemnitees with respect to such breaches of representations and warranties exceeds the Threshold, in which case Purchaser Parties will be liable for all Losses in excess of the Threshold. The maximum aggregate obligation of (i) the Seller Parties for Losses pursuant to claims for breaches of representations and warranties under Section 10.1(b)(i) and Purchaser for Losses pursuant to claims for breaches of representations and warranties under Section 10.1(c)(i), shall not exceed $12,000,000 (the “Cap”).

(e) Reserved.

(f) Any Losses for which any Purchaser Indemnitee is entitled to indemnification under this Section 10.1 shall be paid by the Seller Parties in the form of a clawback of the Consideration Shares. The Parties acknowledge and agree that the value of each individual Consideration Share shall be deemed to be $1,000, subject to any stock splits or reverse stock splits affecting the Series B Preferred Stock. To the extent that the payment of an indemnification claim under this Section 10.1 would result in a fractional share being clawed back, such fractional amount shall be paid by the Seller Parties in cash.

10.2 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, Seller and Purchaser will each bear their own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the Transactions and all proceedings incident thereto.

10.3 Arbitration of Claims; Consent to Service of Process.

(a) Arbitration of Claims. The Parties shall submit all claims or disputes that may arise or result from, or be connected with, this Agreement, any breach or default hereunder, arising hereunder to binding arbitration pursuant to the arbitration provisions set forth in Exhibit A attached to the contemporaneously signed Stock Purchase Agreement among the relevant Parties thereto (the “Arbitration Provisions”). The Parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement, the Purchaser Parties represent, warrants, and covenants that they have reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived their right to do so), understand that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agree to the terms and limitations set forth in the Arbitration Provisions, and that the Purchaser Parties will not take a position contrary to the foregoing representations. The Purchaser Parties acknowledge and agree that the Seller Parties may rely upon the foregoing representations and covenants of the Purchaser Parties regarding the Arbitration Provisions.

(b) Each of the Parties hereby consents to process being served by any other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 10.7; provided, however, that such service will not be effective until the actual receipt thereof by the Party being served.

10.4 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT KNOWINGLY, WILLINGLY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

10.5 Entire Agreement; Amendments and Waivers. This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, will be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement will not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Law.

10.6 Governing Law. This Agreement will be governed by and construed in accordance with the law of the State of Delaware.

10.7 Notices. All notices and other communications under this Agreement will be in writing and will be deemed given (a) when delivered personally by hand, (b) when sent by email (with written confirmation of transmission) or (c) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and email addresses (or to such other address or email address as a Party may have specified by notice given to the other Party pursuant to this provision):

If to a Purchaser Party:

Edible Garden AG Incorporated

283 County Road 519

Belvidere, New Jersey 07823

Attn: James E. Kras

Email:  ###

With mandatory copy to (which will not constitute notice):

Harter Secrest & Emery LLP

c/o Alexander R. McClean

1600 Bausch & Lomb Place

Rochester, NY  14604

Attention: Alexander R. McClean

Email: ###

If to a Seller Party:

NaturalShrimp Farms, Inc.

c/o Streeterville Management, LLC

297 Auto Mall Drive #4

St. George, Utah 84770

Attention: John M. Fife

Email: ###

With mandatory copy to (which will not constitute notice):

Parsons Behle & Latimer

c/o Brian M. Rothschild, Shane Hanna

201 South Main Street, Suite 1800

Salt Lake City, Utah 84111

Attention: Brian M. Rothschild

Email: ###; Shane Hanna  

10.8 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the Transactions are consummated as originally contemplated to the greatest extent possible.

10.9 Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement will create or be deemed to create any third-party beneficiary rights in any Person or entity not a party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Seller or Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties, and any attempted assignment without the required consents will be void.

10.10 Non-Recourse. Only the Parties to this Agreement have obligations and liabilities hereunder.  Except for the Parties to this Agreement, none of the Parties’ respective Affiliates, past, present or future directors, officers, employees, incorporators, members, partners, equity holders, managers, agents, attorneys, or other Representatives will have any Liability for any obligations or Liabilities of Seller or Purchaser, as applicable, under this Agreement or any agreement entered into in connection herewith of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby. Any claim or cause of action based upon, arising out of, or related to this Agreement or any agreement, document or instrument contemplated hereby may only be brought against Parties that are expressly named as Parties or thereto, and then only with respect to the specific obligations set forth herein or therein.  Other than the Parties, no other party will have any Liability or obligation for any of the representations, warranties, covenants, agreements, obligations or Liabilities of any Party under this Agreement or the agreements, documents or instruments contemplated hereby or of or for any Legal Proceeding based on, in respect of, or by reason of, Transactions (including the breach, termination or failure to consummate such transactions), in each case whether based on contract, tort, Fraud, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a Party or another Person or otherwise.  In no event will any Person be liable to another Person for any remote, speculative or punitive damages with respect to the Transactions.

10.11 Counterparts. This Agreement may be executed in 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. Each party agrees that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001 to 7031) and the Uniform Electronic Transactions Act (UETA).

10.12 Bulk Sales Waiver. The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets; it being understood that any Liability arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.

10.13 Time of Essence. This Agreement contains a number of dates and times by which performance or the exercise of rights is due, and the parties hereto intend that each and every such date and time be the firm and final date and time, as agreed. For this reason, each Party hereto hereby waives and relinquishes any right it might otherwise have to challenge its failure to meet any performance or rights election date applicable to it on the basis that its late action constitutes substantial performance, to require the other party or parties hereto to show prejudice, or on any equitable grounds. Without limiting the foregoing, time is of the essence in this Agreement.

10.14 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against either Party. In the event a subject matter is addressed in more than one representation and warranty in Article V, the Party shall be entitled to rely only on the most specific representation and warranty addressing such matter. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or Exhibits hereto is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or Exhibits in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in this Agreement or in any Exhibit is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the Ordinary Course of Business. The information contained in this Agreement and in the Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract). To the extent no breach by Seller exists under a representation or warranty contained in Sections 5.5 or 5.6 of this Agreement (a “Specific Representation”), Seller shall not be deemed to be in breach of any other representation or warranty (with respect to the same set of underlying facts) that addresses such issue with less specificity than the Specific Representation, no other representation or warranty shall supersede or limit such qualification in any manner.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date hereof.

SCHEDULE 2.1

Assets

SCHEDULE 5.4

Actions Required to Vest Assets

EXHIBIT A

General Assignment and Bill of Sale

[See Attached.]

GENERAL ASSIGNMENT AND BILL OF SALE

This GENERAL ASSIGNMENT AND BILL OF SALE (this “Assignment”) is entered into as of May   , 2025 (the “Effective Date”), by and between NaturalShrimp Farms Inc., a Nevada corporation (“Assignor,”) and Edible Garden Sustainable Ventures LLC, a Delaware limited liability company (“Assignee”).

RECITALS

A. Assignor and Assignee have entered into that certain Asset Purchase Agreement, dated as of May 13, 2025 (the “APA”), pursuant to which, among other things, Assignor has agreed to assign all of its rights, title and interests in, and Assignee has agreed to assume certain of Assignor’s duties and obligations under, the Purchased Assets (as defined in the APA).

B. Assignor desires to deliver to Assignee such instruments of sale, transfer assignment, conveyance and delivery as are required to vest in Assignee all of Assignor’s right, title and interest in and to the Purchased Assets.

AGREEMENTS

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to the APA, the parties hereto, intending to be legally bound, hereby agree as follows:

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

2. Bill of Sale; Assignment and Assumption. Effective as of the Closing, Assignor hereby sells, transfers, grants, assigns, and conveys to Assignee all of Assignor’s right, title and interest in and to the Purchased Assets, free and clear of all claims and Liens, which includes the patents, trademarks, trademark registrations, all associated goodwill, and the domain names of Assignor (collectively, the “IP Assets”), which include, without limitation, all IP Assets set forth in Exhibit A hereto and the right to sue and recover for past infringement of any of the IP Assets.

3. Terms of the APA. The terms of the APA, including, but not limited to, the representations, warranties, covenants, and agreements relating to the Purchased Assets, are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, and agreements contained in the APA shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the APA and the terms hereof, the terms of the APA shall govern.

4. Governing Law. This Assignment will be governed by and construed in accordance with the law of the State of Utah.

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

6. Successors and Assigns. This Assignment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

7. Amendment and Modifications. This Assignment may not be amended or modified in any manner other than by a written agreement signed by the party to be charged. No waiver of any breach of this Assignment shall be construed as an implied amendment or agreement to amend or modify any provision of this Assignment.

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

9. Severability. If any term or provision of this Assignment or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Assignment or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law.

[Signature page follows]

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

EXHIBIT A

IP Assets

Domain Names:

Naturalshrimp.com

Naturalshrimp.online

Trademarks:

NATURALSHIMP, Serial No. 88498493

Patents:

U.S. Pat. 10,163,199

U.S. Pat. 11,297,809

U.S. Pat. 9,908,794

Exhibit B

Series B Certificate of Designation

[See Attached.]

Exhibit C

Transition Services Agreement

[See Attached.]

EXHIBIT 10.2

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 14, 2025, is entered into between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”).

RECITALS

WHEREAS, the Company wishes to issue to Investor, and Investor wishes to purchase from the Company, up to 3,500 shares of Series B Preferred Stock of the Company (the “Purchased Shares”), for payment of the applicable portion of the Purchase Price (defined herein), subject to the terms and conditions set forth herein; and

WHEREAS, the Purchased Shares are being purchased by Investor contemporaneously with the execution and delivery of the Asset Purchase Agreement dated as of the date hereof (the “Asset Purchase Agreement”) between Edible Garden Sustainable Ventures, LLC, a wholly owned subsidiary of the Company, and NaturalShrimp Farms Inc., a Nevada corporation and wholly owned subsidiary of Investor (“NSFI”), pursuant to which NSFI is selling to the Company the Purchased Assets (as defined in the Asset Purchase Agreement) in consideration of the issuance by the Company to Investor, as the parent company and nominee of NSFI, of 12,000 shares of Series B Preferred Stock of the Company (the “Consideration Shares”).

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

ARTICLE I 

PURCHASE AND SALE

Section 1.01 Purchase and Sale; Initial Closing. Subject to the terms and conditions set forth herein, (a) at the Initial Closing, the Company shall sell to Investor, and Investor shall purchase from the Company, 3,000 Purchased Shares, free and clear of any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance (each, an “Encumbrance”); and (b) at the Second Closing, the Company shall sell to Investor, and Investor shall purchase from the Company, 500 Purchased Shares, free and clear of any Encumbrance.

Section 1.02 Purchase Price. The purchase price for the Purchased Shares is $1,000 per share, for an aggregate purchase price of up to Three Million Five Hundred Thousand Dollars ($3,500,000.00) (the “Purchase Price”), consisting of $3,000,000 payable at the Initial Closing and $500,000 payable at the Second Closing.

ARTICLE II

CLOSING

Section 2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place in two tranches: (i) the initial purchase and sale of 3,000 Purchased Shares (the “Initial Closing”) shall take place simultaneously with the execution of this Agreement on the date hereof and (ii) a second closing (the “Second Closing” and each of the Initial Closing and Second Closing referred to as a “Closing”) shall take place on the date that is six (6) months from the Initial Closing provided that the Company’s Common Stock is then listed on Nasdaq and eligible for trading on such date. Each Closing shall take place remotely by exchange of documents and electronic signatures. The Initial Closing is conditioned upon the simultaneous closing of the transactions contemplated by the Asset Purchase Agreement and the issuance of the Consideration Shares to the Investor on the terms and conditions contemplated by the Asset Purchase Agreement. The Investor would not be purchasing the Purchased Shares were it not for the transactions contemplated by the Asset Purchase Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Investor that the statements contained in this ARTICLE III are true and correct as of the date of each Closing.

Section 3.01 Authority of the Company. The Company has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The Company’s board of directors has approved this Agreement and the issuance of the Purchased Shares hereunder and the issuance of the Consideration Shares contemplated by the Asset Purchase Agreement. This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by Investor) constitutes the Company’s legal, valid and binding obligation, enforceable against the Company in accordance with its terms.

Section 3.02 Validity of Shares. The Company has previously filed with the State of Delaware a Certificate of Designations, Preferences and Rights of the Series B Preferred Stock (the “Certificate of Designations”) to authorize and designate the Series B Preferred Stock of the Company (the “Series B Preferred Stock”). The Purchased Shares and the Consideration Shares have been duly authorized and, on payment of the applicable portion of the Purchase Price and the consummation of the transactions contemplated by this Agreement and the Asset Purchase Agreement, the Purchased Shares and the Consideration Shares will be validly issued, fully paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement and the Asset Purchase Agreement, Investor shall own the Purchased Shares and Consideration Shares, free and clear of all Encumbrances.

Section 3.03 No Conflicts. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, and the issuance of the Purchased Shares and Consideration Shares do not and will not (with or without notice or lapse of time): (a) conflict with or violate Company’s Certificate of Incorporation, as amended by the Certificate of Designations, or bylaws, in each case as currently effective; or (b) breach, or give rise to any right of modification, termination, acceleration, or trigger additional rights or remedies with respect to, any contract to which Company is a party.

Section 3.04 Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of Company in connection with the consummation of the transactions contemplated by this Agreement, and the issuance of the Purchased Shares and Consideration Shares, other than potential blue sky filings or the potential filing of Form D with the Securities and Exchange Commission (the “Commission”).

Section 3.05 Brokers. Except for an advisory fee paid by the Company to Maxim Group LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Asset Purchase Agreement based upon arrangements made by or on behalf of the Company or any of its affiliates.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor represents and warrants to the Company that the statements contained in this Article IV are true and correct as of the date of each Closing.

Section 4.01 Authority of Investor. Investor is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Utah. Investor has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Investor and (assuming due execution and delivery by the Company) this Agreement constitutes a legal, valid and binding obligation of Investor enforceable against Investor in accordance with its terms.

Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Investor of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of formation or operating agreement of Investor; (b) violate or conflict with any provision of any law or governmental order applicable to Investor; (c) require the consent, notice or other action by any Person under, violate or conflict with, or result in the acceleration of any agreement to which an Investor is a party; or (d) require any consent, permit, governmental order, filing or notice from, with or to any governmental authority; except, in the cases of clauses (b) and (c), where the violation, conflict, acceleration or failure to obtain consent or give notice would not have a material adverse effect on the Investor’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, governmental order, filing or notice which, in the aggregate, would not have a material adverse effect on the Investor’s ability to consummate the transactions contemplated hereby.

Section 4.03 Private Placement; Investment Purpose. Investor is an accredited investor, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Investor has such knowledge, skills and experience in business, finance and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Purchased Shares and Consideration Shares. Investor is acquiring the Purchased Shares and Consideration Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Investor acknowledges that the issuance of the Purchased Shares and Consideration Shares will not be registered under the Securities Act or any state securities laws, and that the Purchased Shares and Consideration Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable and the Purchased Shares and Consideration Shares may contain a legend containing such restrictions.

Section 4.04 Information. Investor has (i) received and carefully reviewed Company’s annual, current and periodic reports filed with the Commission since December 31, 2023 in accordance with the Securities Exchange Act of 1934, and (ii) had the opportunity to ask questions and receive answers and to obtain any documents from the Company and its officers and directors of all information needed by Investor to make an informed investment decision to the satisfaction of the Investor and to obtain any documents relating to the Company. The Investor is aware of the risks inherent in an investment in the Company and specifically the risks of an investment in the securities. In addition, Investor is aware and acknowledges that there can be no assurance of the future viability or profitability of the Company.

Section 4.05 Valuation of Shares. Investor has independently evaluated the fairness of the Purchase Price for the Purchased Shares and Consideration Shares and acknowledges that the Company does not make any representation or warranty regarding the fairness of the Purchase Price or that the Purchase Price does, or does not, represent the fair market value of the Purchased Shares and Consideration Shares.

Section 4.06 No Solicitation. Investor is not purchasing any of the Purchased Shares or Consideration Shares as a result of or subsequent to (a) any general solicitation or (b) any published advertisement in connection with the offer and sale of the Purchased Shares and Consideration Shares.

Section 4.07 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Investor.

Section 4.08 Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Investor, threatened against or by Investor that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

ARTICLE V

COVENANTS

Section 5.01 Public Announcements. Unless otherwise required by applicable law, including the Company’s filing obligations with the Commission and under the Securities Exchange Act of 1934, no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section 5.02 Further Assurances. Following the applicable Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents and instruments 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.

Section 5.03 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Investor when due. Investor shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and the Company shall cooperate with respect thereto as necessary).

ARTICLE VI

MISCELLANEOUS

Section 6.01 Expenses. Except as otherwise expressly provided herein (including Section 5.03 hereof), all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 6.02 Notices. All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.02):

Section 6.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 6.04 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement.

Section 6.05 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

Section 6.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 6.07 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Section 6.08 Dispute Resolutions. The provisions set forth in this Section 6.08 shall apply to this Agreement as well as the Certificate of Designations (collectively, the “Transaction Documents”) and any failure of the Company to comply with the Transaction Documents as if these terms were fully set forth therein.

(a) Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit A) arising under any Transaction Document to binding arbitration pursuant to the arbitration provisions set forth in Exhibit A attached hereto (the “Arbitration Provisions”). For the avoidance of doubt, the parties agree that the injunction described in subparagraph (c) below may be pursued in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement, the Company represents, warrants and covenants that the Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that the Company will not take a position contrary to the foregoing representations. The Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.

(b) Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, the Company covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with this Agreement prior to bringing or filing, any action (including without limitation any filing or action against any person or entity that is not a party to this Agreement) that is related in any way to the Transaction Documents or any transaction contemplated herein or therein, and further agrees to timely name Investor as a party to any such action. The Company acknowledges that the governing law and venue provisions set forth in this Section are material terms to induce Investor to enter into the Transaction Documents and that but for the Company’s agreements set forth in this Section Investor would not have entered into this Agreement.

(c) Specific Performance. The Company acknowledges and agrees that Investor may suffer irreparable harm in the event that the Company fails to perform any material provision of the Transaction Documents in accordance with its specific terms. It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of any Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which Investor may be entitled under any Transaction Document, at law or in equity. The Company specifically agrees that: (i) following an Event of Default (as defined in the Certificate of Designations) under the Certificate of Designations, Investor shall have the right to seek and receive injunctive relief from a court or an arbitrator prohibiting the Company from issuing any shares of stock to any party unless fifty percent (50%) of the net proceeds received by Company in connection with such issuance are simultaneously used by the Company, to the extent permitted by law, to make a redemption of the Investor’s shares of Series B Preferred Stock under the Certificate of Designations; and (ii) if the Company enters into a definitive agreement that contemplates a Fundamental Transaction (as defined in the Certificate of Designations), unless such agreement contains a closing condition that the Investor’s shares of Series B Preferred Stock are redeemed in full upon consummation of the transaction or Investor has provided its consent in writing to such Fundamental Transaction, Investor shall have the right to seek and receive injunctive relief from a court or arbitrator preventing the consummation of such transaction. The Company specifically acknowledges that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage would result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction from a court or an arbitrator against the Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the future in a separate arbitration.

Section 6.09 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. This Agreement may be executed by the manual or electronic signature of a party. Each party agrees that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001 to 7031) and the Uniform Electronic Transactions Act (UETA).

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

EXHIBIT A

ARBITRATION PROVISIONS

1. Dispute Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims” means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties to the Agreement hereby agree that these Arbitration Provisions are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.

2. Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration Award shall include default interest (at the rate of 18% per annum, “Default Interest”) (with respect to monetary awards) both before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

3. The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict with or vary from these Arbitration Provisions.

4. Arbitration Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section 6.02 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered, and notices may be given, by email pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.

4.2 Selection and Payment of Arbitrator.

(a) Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company.

(b) If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to Investor.

(c) If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.

(d) The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.

4.4 Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration Notice, against a party that fails to submit an answer within such time period.

4.5 Related Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing party in such action shall be required to pay the prevailing party’s attorneys’ fees and costs incurred in connection with such action.

4.6 Discovery. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a) Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i) To facts directly connected with the transactions contemplated by the Agreement.

(ii) To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less expensive than in the manner requested.

(b) No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice, then such party shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must pay the party defending the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision. All depositions will be taken in Utah.

(c) All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d) In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e) Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in the expert report.

4.6 Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

4.7 Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such information is required by a court order, regulatory process, subpoena or similar legal duress to be disclosed if such receiving party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written request of either party.

4.8 Authorization; Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to the end of such 120-day period.

4.9 Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator may not award exemplary or punitive damages.

4.10 Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.11 Motion to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration Award with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration; and (b) in response to the prevailing party’s Motion of Confirm the Arbitration Award.

5. Arbitration Appeal.

5.1 Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. The Arbitration Award will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has been posted (along with proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part of the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2 Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration panel (the “Appeal Panel”).

(a) Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b) If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection to the Appellee.

(c) If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already agreed to serve shall remain on the Appeal Panel.

(d) The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected under the then prevailing rules of the American Arbitration Association.

(d) Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.

5.4 Timing.

(a) Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may, but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7) calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed regardless.

(b) Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5 Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d) be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include Default Interest (with respect to monetary awards) both before and after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.

5.6 Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may not award exemplary or punitive damages.

5.7 Fees and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation in connection with the Appeal).

6. Miscellaneous.

6.1 Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions shall remain unaffected and in full force and effect.

6.2 Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles therein.

6.3 Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation of, these Arbitration Provisions.

6.4 Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party granting the waiver.

6.5 Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

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  EXHIBIT 10.3

LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) is made and entered into this 14th day of May, 2025 (“Effective Date”), by and between Iowa Shrimp Holdings, LLC, an Iowa limited liability company (“Landlord”), and Edible Garden Sustainable Ventures LLC, a Delaware corporation (“Tenant”) with reference to the following:

WHEREAS, Landlord owns the improvements (“Building”) and underlying land and appurtenances thereto located at 401 Des Moines Street, Webster City, Iowa 50595 known as Hamilton County Parcel Number 40892532452005 (collectively with the Building and all appurtenances thereto, the “Premises”), and Tenant wishes to lease the Building and Premises from Landlord on the terms hereof; and

WHEREAS, Tenant, Landlord, and certain of Landlord’s affiliates, including Streeterville Capital, LLC, and NaturalShrimp Farms Inc., as applicable, are party to that certain Share Purchase Agreement of even date (the “Share Purchase Agreement”) and that certain Asset Purchase Agreement pursuant to which, among other things, (a) Tenant is purchasing certain personal property related to the operation of a business located on the Premises; and (b) Edible Garden AG Incorporated (“Edible Garden AG”) will issue certain preferred stock (the “Preferred Stock”) to Streeterville Capital, LLC.

THEREFORE, for and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by Tenant, and in consideration of the Share Purchase Agreement, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises herein described for the Term (as defined below) and upon the covenants and agreements hereinafter set forth.

1. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, the Premises. Tenant agrees that the Premises are delivered in “AS-IS” condition, and no warranty of any kind is made as to their safety, fitness for a particular purpose, usability, repair status, operability, compliance with any laws, or any other matter, and Tenant accepts the Premises in such condition.

(a) Use. Tenant shall use the Premises for aquaculture, warehousing, distribution, indoor agriculture, and uses ancillary thereto and for any other lawful use in the ordinary course of Tenant’s business, and for no other use without Landlord’s consent, which consent shall not be unreasonably withheld.

(b) Limitation on Use. Tenant’s use of the Premises as provided in this Lease shall be in accordance with the following:

(i) Compliance with Laws. Tenant shall comply with all federal, state and municipal laws, regulations and ordinances, criminal or civil, concerning Tenant’s use of the Premises, including, without limitation, the obligation, at Tenant’s cost (and in accordance with Section 7(d) below), to alter, maintain, or restore the Premises in compliance and conformity with all laws relating to the use or occupancy of the Premises by Tenant during the Term.

(ii) Waste; Nuisance. Tenant shall not use the Premises in any manner that will constitute waste, nuisance, or unreasonable annoyance (including, without limitation, the use of loudspeakers or sound or light apparatus that can be heard or seen outside the Premises) to owners or occupants of adjacent properties. Tenant shall not use the Premises for manufacturing or the use of anything that might emit any odor or objectionable noises or lights onto adjacent properties. Tenant shall indemnify and hold harmless Landlord from all lawsuits, claims, government actions, environmental enforcement or clean up actions or orders, or other liabilities to the extent arising from or caused by Tenant’s use of the Premises.

(iii) Overloading. Tenant shall not do anything on the Premises that will cause damage to the Premises. The Premises shall not be overloaded. No machinery, apparatus, or other appliance shall be used or operated in or on the Premises that will damage, vibrate, or shake the Premises in any manner.

2. TERM.

(a) Initial Term. The term of this Lease shall be for twelve calendar months (the “Term”). Tenant’s obligation to pay rent shall commence on the Effective Date.

(b) Second Term. The Term may be extended at the discretion of Tenant for an additional twelve calendar months (which shall become the Term if so extended) (the “First Renewal Term”) provided (i) Tenant is in compliance with this Lease in all material respects, beyond any applicable notice and/or cure period(s); and (ii) that the aggregate value of Preferred Stock redeemed by Edible Garden AG and/or Preferred Stock exchanged for common stock shall be not less than $2 million during the first 12 calendar months of the Term.

(c) Third Term. The Term may be extended at the discretion of Tenant for an additional twelve calendar months (the “Second Renewal Term”, and together with the First Renewal Term, a “Renewal Term”) provided (i) Tenant is in compliance with this Lease in all material respects, beyond any applicable notice and/or cure period(s); and (ii) that the aggregate value of Preferred Stock redeemed by Edible Garden AG and/or Preferred Stock exchanged for common stock shall be not less than $3 million during the First Renewal Term.

(d) Additional Terms. With the consent of both Landlord and Tenant, the Term may be extended for an additional twelve calendar months periods (each of which shall constitute the Term and a Renewal Term), provided that (i) Tenant complied with and renewed for a second 12-calendar month under clause 2(b), above, a third 12-calendar month under clause 2(c), above, and any previous 12-calendar month Terms under this clause 2(d); (ii) Tenant is in compliance with this Lease in all material respects, beyond any applicable notice and/or cure period(s); and (iii) that the aggregate value of Preferred Stock redeemed by Edible Garden AG and/or Preferred Stock exchanged for common stock shall be not less than $4 million during each of the Second Renewal Term and any successive 12 calendar month Terms.

3. RENTAL.

(a) Rental. Tenant shall pay to Landlord, at the address specified in this Lease or at such other place Landlord may from time to time designate in writing, as rental for the Premises during the Term monthly payments in the amount of one dollar ($1) per month. Monthly payments shall be payable on or before the first day of each and every calendar month of the Term.

(b) Additional Rent.

(i) Tenant shall not be responsible for any additional rent. Tenant shall pay directly and promptly when due all costs, fees, insurance, charges, and assessments, and utilities whatsoever relating to the Premises that may arise or come due during and be applicable to the Term, except as set forth in this Lease.

(ii) Tenant hereby agrees to indemnify and to save Landlord harmless from and against such cost, taxes, fees, insurance, charges, expenses, reimbursement, and obligations and any interest thereon, except as set forth in this Lease.

(c) Security Deposit. No security deposit is required.

4. REAL ESTATE TAXES, ETC. Tenant shall, during the Term, pay directly and promptly when due all of the real estate taxes, special or general, ordinary or extraordinary assessments, water and sewer rents, charges for public utilities, excises, levies, and other governmental charges which shall be imposed upon or become due and payable or become a lien upon the Premises or any part thereof and shall be attributable to the Term hereof. Real Estate Taxes for the first and last years of this Lease shall be apportioned.

5. PERSONAL PROPERTY TAXES, ETC. Tenant shall pay directly and promptly when due all taxes, assessments, license fees, and public charges levied, assessed, or imposed upon or measured by the value of its business operation, including but not limited to, the furniture, fixtures, leasehold improvements, equipment and other property of Tenant at any time situated upon, used in connection with, or installed within or about the Premises.

6. SERVICES TO THE PREMISES. Tenant shall be solely responsible to pay directly and promptly when due all charges for water, gas, heat, electricity, sewer, telephone and other utility used upon or furnished to the Premises during the Term. The obligation of Tenant to pay for such utilities shall commence as of the date possession of the Premises is delivered to Tenant.

7. MAINTENANCE AND REPAIRS: CONDITION AT TERMINATION: FURTHER IMPROVEMENTS.

(a) Maintenance and Repairs by Tenant. Tenant shall keep in good order, condition and repair the Building and all improvements upon and fixtures within the Building, and the equipment of Tenant and Landlord, if any, in, on or about the Premises. Tenant shall replace all broken glass, burned out light globes and lamps that were in working order at the commencement of the Lease, and shall replace the same with glass, light globes and lamps of the same quality as those presently on the Building. Tenant shall be responsible for maintenance of the foundation, structural components, HVAC, plumbing, electrical and mechanical systems in, on or about the Building. Tenant shall be responsible for all parking areas, sidewalks, fences, gates, approaches, and other land or improvements that are situated on the Premises, except to the extent that any condition requiring repair or replacement is caused by or results from (a) any act, negligence or default under this Lease of Landlord, its employees, agents, or contractors; (b) eminent domain or if covered by insurance procured by Landlord; or (c) eminent domain or if covered by insurance procured by Landlord.

(b) Landlord Responsibilities. Landlord shall have no responsibility to maintain or replace any portion of the Premises or the Building except as set forth in this Lease, provided that, should Tenant fail to maintain the Premises to Landlord’s satisfaction, then Landlord may, after thirty (30) days written notice to Tenant, enter the Premises and make any required repairs or replacements at Tenant’s sole cost, the reasonable expense of which shall become immediately due and payable with interest in the amount of 5% thereon.

(c) Condition at Termination. Upon expiration or earlier termination of this Lease, Tenant shall return the Premises in the same condition as received, “broom-clean”, ordinary wear and tear excepted, and Tenant shall promptly remove or cause to be removed from the Premises any signs, fixtures, notices, and displays placed by Tenant, Tenant shall repair any damage to the Premises caused by or in connection with the removal of any improvements, articles of personal property or fixtures belonging to the Tenant.

(d) Further Improvements. Tenant may at any time at its own cost make any alterations, rebuilding, replacement, change, addition, and improvement in and to the Premises and to the Building, subject to the following conditions:

(i) Tenant has received the prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed;

(ii) Such work shall be performed in a first-class workmanlike manner, and shall not weaken or impair the structural strength or lessen the value of any Building; and

(iii) All building, alterations, rebuilding, replacements, changes, additions, improvements, and appurtenances which may be erected, installed, or affixed on the Premises during the Term, or affixed on the Premises during the Term, shall, at the election of Landlord, become the property of Landlord and shall be deemed to be part of the Premises: provided, however, that nothing herein shall be construed to give Landlord any interest, right or title in or to Tenant’s trade fixtures, machinery, equipment, furniture, furnishing and other articles of personal property owned by Tenant and located in the Premise. Tenant shall remove any improvements requested by Landlord, trade fixtures and personal property at the expiration or earlier termination of the Term, and Tenant shall repair any structural damage to the Building as a result of such removal.

(e) Covenants Against Liens. Nothing contained in this Lease shall authorize or empower Tenant to do any act which shall in any way encumber Landlord’s title to the Premises, nor in any way subject Landlord’s title to any claims by way of lien or encumbrance whether claimed by operation of law or by virtue of any expressed or implied contract of Tenant, and any claim to a lien upon the Building or the Premises arising from any act or omission of Tenant shall attach only against Tenant’s interest and shall in all respects be subordinate to Landlord’s title the Premises. If Tenant has not removed or bonded over any such lien or encumbrance within 15 days after written notice to Tenant by Landlord, Landlord may, but shall not be obligated to, pay the amount necessary to remove such lien or encumbrance, without being responsible for making any investigation as to the validity or accuracy thereof, and the amount so paid, together with all costs and expenses (including attorneys’ fees) incurred by Landlord in connection therewith, shall be deemed additional rent reserved under this Lease due and payable within ten days after Tenant’s receipt of notice of such payment by Landlord and supporting documentation.

8. PARKING. Tenant and its customers, visitors and employees shall have exclusive use of the parking areas on the Premises.

9. INSURANCE AND INDEMNITY.

(a) Tenant’s Liability Insurance. Tenant shall procure and maintain commercial general liability insurance with a combined single limit of not less than $2,000,000 for each occurrence covering bodily injury, property damage, and personal injury arising out of or relating directly or indirectly to Tenant’s business operations, conduct, assumed liabilities or use or occupancy of the Premises or the Building. Tenant’s liability insurance shall include the broadest available form of contractual liability coverage. It is the intent of Landlord and Tenant that Tenant’s contractual liability coverage will provide coverage, to the maximum extent possible, of Tenant’s indemnification obligations under this Lease. Tenant will cause Landlord and any lender of Landlord to be named as “additional insureds” by endorsement reasonably satisfactory in form and substance to Landlord. Tenant’s liability insurance policies will be endorsed as needed to provide cross-liability coverage for Tenant, Landlord and any lender of Landlord, and will provide for severability of interests.

(b) Worker’s Compensation Insurance. Tenant shall procure and maintain worker’s compensation insurance as required by law. Such policy shall contain a waiver of subrogation in favor of Landlord.

(c) Tenant’s Fire and Casualty Insurance. Tenant shall procure and maintain property insurance coverage for the following (i) all furniture, trade fixtures, equipment, merchandise and all other items of Tenant’s personal property on or about the Premises or the Building and (ii) all leasehold improvements constructed by Tenant and all Tenant improvements. Tenant’s property insurance (a) shall be written on the broadest available “all-risk” (“special form”) policy form or an equivalent form reasonably acceptable to Landlord, (b) shall include an agreed-amount endorsement for no less than 100% of the full replacement cost (new without deduction for depreciation) of the covered items, (c) shall be written in an amount of coverage that meets any coinsurance requirements for the policy or policies, and (d) shall include vandalism and malicious mischief coverage and sprinkler leakage coverage, if applicable.

(d) Forms of Policies and Additional Requirements. The insurance required to be maintained by Tenant hereunder are independent of Tenant’s indemnification and other obligations under this Lease and shall not be construed or interpreted in any way to restrict, limit or modify Tenant’s indemnification and other obligations or to in any way limit Tenant’s liability under this Lease. The insurance required of Tenant (i) shall be issued by an insurance company with a rating of A-VIII or better in the current Best’s Insurance Guide or A- or better in the current Standard & Poor Insurance Solvency Review, or that is otherwise acceptable to Landlord, and admitted to engage in the business of insurance in the State of Iowa; (ii) shall be primary insurance for all claims under it and provide that any insurance carried by Landlord and Landlord’s lenders is strictly excess, secondary and noncontributing with any insurance carried by Tenant; and (iii) shall provide that such insurance may not be canceled, non-renewed or the subject of material change in coverage or available limits of coverage except upon 30 days prior written notice to Landlord and Landlord’s lender. Tenant shall deliver to Landlord either a duplicate original or a legally enforceable certificate of insurance on all policies procured by Tenant in compliance with Tenant’s obligations under this Article, together with evidence satisfactory to Landlord of the payment of the premiums therefore, on or before the Effective Date, at least 30 days before the expiration date of any policy and upon the renewal of any policy. All deductibles and self-insured retentions under Tenant’s policies shall be subject to Landlord’s written approval. Tenant may comply with its insurance coverage requirements through a blanket policy. If, in the reasonable opinion of Landlord based on industry and local standards, the amount of liability and property damage insurance required to be carried and maintained by Tenant is at the time not adequate, Tenant shall increase insurance coverage as reasonably determined by Landlord to be adequate, provided that no such increase shall be required more frequently than once every 3 years during the Term.

(e) Failure of Tenant to Insure. In the event Tenant fails to purchase and keep in force any of the insurance required of Tenant hereunder, Landlord may, but shall not be required to, purchase and keep in force the same, in which event Tenant shall pay to Landlord the full amount of Landlord’s expense with respect thereto, said payment to be made within 10 days after demand for such payment by Landlord. The election by Landlord to purchase such insurance on behalf of Tenant shall not constitute a curing of the default occasioned by Tenant’s failure nor shall it limit the remedies otherwise available to Landlord.

(f) Assumption of Risk. Anything herein to the contrary notwithstanding, after the commencement of the Term of this Lease, the Tenant assumes full risk of damage to its property, fixtures, equipment, tools, improvements, stock, goods, wares or merchandise, that it may have in or on or about the Premises, resulting from fire, lightning, extended coverage perils, flood and or any catastrophe, regardless of cause or origin. The Landlord shall not be liable to Tenant or anyone claiming by, through or under Tenant, including Tenant’s insurance carrier or carriers, for any loss or damage resulting from fire, lightning, or extended coverage perils or from an act of God. Landlord shall not be liable to the insurance carrier for damages insured against, either directly or by way of subrogation.

(g) Indemnity. To the fullest extent permitted by law and subject to the waiver of subrogation provisions in this Lease, Tenant will, at Tenant’s sole cost and expense, indemnify, defend and hold harmless Landlord and its officers, members, partners, agents, employees, licensees, invitees and contractors from and against all actions, claims, demands, costs, damages or expense of any kind on account thereof, including attorneys’ fees and costs of defense (collectively, “Losses”), to the extent arising from, any act, error, omission or negligence of Tenant or its officers, members, partners, agents, employees, licensees, invitees and contractors (collectively, with Tenant, the “Tenant Parties”) in, on or about the Premises or the property and that results in or is related to (i) any personal or bodily injury or property damage occurring in or at the Premises; (ii) any bodily injury to an employee of Tenant or its officers, members, partners, agents, employees, licensees, invitees and contractors arising out of and in the course of employment of the employee and occurring anywhere within the Premises; (iii) the use or occupancy of the Premises or of any business therein during the Term; or (iv) any alterations, activities, or work done or omitted by Tenant Parties in, at or about the Premises, including the violation of or failure to comply with applicable laws, orders or judgments. Notwithstanding the foregoing, Tenant’s indemnification shall not be applicable to the extent such Losses are caused by the gross negligence or willful misconduct of Landlord and/or its officers, members, partners, agents, employees, licensees, invitees and contractors (collectively, with Landlord, the “Landlord Parties”) or by a default in the performance of Landlord’s obligations under this Lease. Landlord shall indemnify, defend, and save the Tenant Parties harmless from and against all Losses to the extent arising from (i) the gross negligence or willful misconduct of Landlord Parties, or by a default in the performance of Landlord’s obligations under this Lease or (ii) any conditions existing at or with respect to the Premises prior to and/or as of the Effective Date. The indemnity obligations in this Section 9(h) will survive the expiration or any earlier termination of the Lease.

(h) Fire and Casualty Insurance on Building. Landlord may maintain such available fire and extended coverage insurance and other casualty insurance coverage as Landlord deems advisable to insure against “all perils” in respect to the Building and related improvements, including at its option, but not limited to, average clauses, additional extended coverage, boiler insurance, elevator insurance, automatic sprinkler damage insurance, and rental income insurance sufficient to pay to Landlord not less than six months of rent and additional rent.

(i) Increase in Fire Insurance Premium. Tenant shall not carry any stock of goods or do anything in or about said Premises which will in any way tend to increase the insurance rates for the Premises or the Building. Tenant shall be solely responsible for any increase in premiums resulting from the special nature of the business carried on in the Premises by Tenant, whether or not Landlord has consented to the same. If Tenant installs any electrical equipment that overloads the lines in the Building, Tenant shall at its own expense make whatever changes are necessary to comply with the requirements of any insurance underwriters and governmental authorities having jurisdiction.

10. ENTRY BY LANDLORD. Landlord and its representatives may enter the Premises during all reasonable business hours after having given Tenant not less than twenty-four (24) hours’ advance written notice for the purpose of examining the same to ascertain if the Premises are in good repair, and to make reasonable repairs which Landlord may make or is required to make hereunder, and for the purpose of showing the Premises to a prospective lender, tenant or purchaser; provided that Tenant or Tenant’s representative shall be permitted to accompany Landlord upon such entry and further provided that Landlord shall undertake commercially reasonable efforts to minimize any disruption to Tenant’s business operations at the Premises.

11. HAZARDOUS MATERIALS.

(a) Operations. Tenant shall not cause in, on or under, or suffer or permit to occur in, on or under, the Premises any generation, use, manufacturing, refining, transportation, emission, release, treatment, storage, disposal, presence of handling of Hazardous Materials by Tenant Parties, except for Hazardous Materials that are used, handled or stored on the Premises (i) in compliance with all Environmental Laws and (ii) that are incident to and reasonably necessary for the maintenance of the Premises or Tenant’s operations for its Permitted Use. Should contamination by any Hazardous Material occur at the Premises or the Building as a result of the acts of omissions of Tenant Parties, Tenant shall promptly conduct Remedial Action with respect to such contamination as necessary to comply with applicable Environmental Laws.

(b) Additional Definitions.

(i) “Environmental Laws” shall mean all laws (a) relating to the environment, human health or natural resources; (b) regulating, controlling or imposing liability or standards of conduct concerning any Hazardous Materials; (c) relating to Remedial Actions; and (d) requiring notification or disclosure of releases of Hazardous Materials or of the existence of any environmental conditions on or at the Premises, as any of the foregoing may be amended, supplemented, or supplanted from time to time.

(ii) “Hazardous Materials” shall mean any pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials, or substances within the meaning of any applicable Environmental Law relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste substance or material, all as amended or hereafter amended, including, without limitation, any material or substance which is: (a) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317); (b) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903); (c) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601); (d) petroleum; (e) asbestos or asbestos-containing materials; (f) polychlorinated biphenyls (“PCBs”) or substances or compounds containing PCBs; (g) radon; (h) medical waste; and (i) petroleum products.

(iii) “Remedial Action” shall mean the investigation, response, cleanup, remediation, prevention, mitigation or removal of any Hazardous Materials necessary to comply with any Environmental Laws.

12. DAMAGE OR DESTRUCTION.

(a) Partial Damage to Premises. Tenant shall notify Landlord in writing immediately upon the occurrence of any damage to the Premises. If the Premises are only partially damaged and if the proceeds received by Landlord from the insurance policies maintained by Landlord, if any, are sufficient to pay for the necessary repairs, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonably possible. Landlord shall not be required to make repairs or replacements of any damage to Tenant’s improvements or to any other fixtures, equipment, personal property or leasehold improvements of Tenant. If the insurance proceeds, if any, received by Landlord are not sufficient to pay the entire cost of repair, or if the cause of the damage is not covered by such insurance policies, Landlord may elect either to (i) repair the damage as soon as reasonably possible, in which case this Lease shall remain in full force and effect; or (ii) terminate this Lease effective as of the date the damage occurred. Landlord shall notify Tenant within 60 days after receipt of notice of the occurrence of the damage whether Landlord elects to repair the damage or terminate the Lease, to the extent permitted hereunder. If Landlord elects to repair the damage, and, if the damage was due to an act or omission of Tenant, Tenant shall pay to Landlord the deductible amount (if any) under Landlord’s insurance policies, and, if the damage was due to an act or omission of Tenant, the difference between the actual cost of repair and any insurance proceeds received by Landlord. If the damage to the Premises occurs during the last six months of the Term or Renewal Term, if applicable, Landlord may elect to terminate this Lease effective as of the date the damage occurred, regardless of the sufficiency of any insurance proceeds unless Tenant shall elect to exercise the next available Renewal Term. In such event, Landlord shall not be obligated to repair or restore the Premises and Tenant shall have no right to continue this Lease. Landlord shall notify Tenant of its election within 60 days after receipt of notice of the occurrence of the damage.

(b) Total or Substantial Destruction. If the Premises are totally or substantially destroyed by any cause whatsoever, or if the Building is substantially destroyed (even though the Premises are not totally or substantially destroyed), this Lease shall terminate as of the date the destruction occurred regardless of whether Landlord receives any insurance proceeds. Notwithstanding the foregoing, and regardless of whether or not insurance proceeds are available, if the Building can be rebuilt and/or the Premises restored, as applicable, within 180 days after the date of destruction, Landlord may elect to rebuild the Building and/or the Premises at Landlord’s own expense, in which case, this Lease shall remain in full force and effect. Landlord shall notify Tenant of such election within 60 days after the occurrence of total or substantial destruction. If the destruction was caused by an act or omission of Tenant, Tenant shall pay Landlord the difference between the actual cost of rebuilding and any insurance proceeds received by Landlord.

(c) Temporary Reduction of Rent. If the Building and/or the Premises are destroyed or damaged and Landlord repairs or restores the Building and/or the Premises pursuant to the provisions of this Lease, any base rent and additional rent payable during the period of such damage, repair and/or restoration shall be reduced according to the degree, if any, to which Tenant’s use of the Building and/or the Premises is impaired. Except for such possible reduction in base rent and additional rent, Tenant shall not be entitled to any compensation, reduction, or reimbursement from Landlord as a result of any damage, destruction, repair, or restoration of or to the Building and/or the Premises.

(d) Waiver of Subrogation. Each party hereto does hereby remise, release and discharge the other party hereto and any officer, employee or representative of such party, of and from any liability whatsoever hereafter arising from loss, damage or injury caused by fire or other casualty for which insurance (permitting waiver of liability and containing a waiver of subrogation) is carried by the injured party at the time of such loss, damage or injury to the extent of any recovery by the injured party under such insurance.

13. CONDEMNATION. Should the Premises or the Building be taken, appropriated or condemned for public purposes, or voluntarily transferred in lieu of condemnation, in whole or in such substantial part as to render the Building and/or the Premises unsuitable for Tenant’s purposes, the Term shall terminate automatically. If the portion of the Premises or the Building is taken, appropriated, condemned or voluntarily transferred in lieu of condemnation does not render the Building unsuitable for Tenant’s purposes, then this Lease shall terminate only as to the part taken or conveyed on the date Tenant shall yield possession, and the rent payable hereunder shall be reduced in proportion to the part of the Building and/or the Premises taken. All compensation awarded for such taking of the fee and leasehold shall belong to and be the property of Landlord without any deduction therefrom for any present or future estate of Tenant and Tenant hereby assigns to Landlord all its right, title and interest to any such award. However, Tenant shall have the right to recover from the condemning authority, but not from Landlord, such compensation as may be awarded to Tenant on account of interruption of Tenant’s business, for moving and relocation expenses and for depreciation to and removal of Tenant’s goods and trade fixtures.

14. SUBORDINATION, NONDISTURBANCE AND ATTORNMENT. This Lease is and shall continue to be subordinate to the lien of any mortgage, deed of trust, or other security interest now existing or hereafter placed on the Landlord’s interest in the property by a mortgage lender (as amended, restated, supplemented, or otherwise modified from time to time, including any refinancing thereof, a “Mortgage”); provided, however, such subordination is subject to the condition that so long as Tenant continues to perform all of its obligations under this Lease (after notice and expiry of any applicable grace period) its tenancy shall remain in full force and effect notwithstanding Landlord’s default in connection with the Mortgage concerned or any resulting foreclosure or sale or transfer in lieu of such proceedings. If elected by the holder of a Mortgage, this Lease shall be superior to such Mortgage, in which case Tenant shall execute and deliver an instrument confirming the same. Tenant shall not subordinate its interests hereunder or in the Premises to any lien or encumbrance other than the Mortgages described in and specified pursuant to this Section without the prior written consent of Landlord and of the lender interested under each Mortgage then affecting the Premises. Any such unauthorized subordination by Tenant shall be void and of no force or effect whatsoever. Any sale, assignment, or transfer of Landlord’s interest under this Lease or in the Premises including any such disposition resulting from Landlord’s default under a Mortgage, shall be subject to this Lease. Tenant shall attorn to Landlord’s successor and assigns and shall recognize such successor or assigns as Landlord under this Lease, regardless of any rule of law to the contrary or absence of privity of contract.

15. ESTOPPEL CERTIFICATE. Tenant shall, at any time and from time to time upon not less than 10 business days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance if any, and (ii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrance of all or any portion of the Premises. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant (i) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) that there are no uncured defaults in Tenant’s performance, and (iii) that not more than one month’s rent has been paid in advance.

16. ASSIGNMENT AND SUBLEASE. Tenant shall not voluntarily or by operation of law assign, license, transfer, mortgage, or otherwise encumber all or any part of the Premises or its leasehold interest therein or sublet all or any portion of the Premises or permit the Premises to be occupied by anyone other than Tenant, without the prior written consent of Landlord in its sole discretion in each instance.

17. HOLDOVER TENANCY. Any holding over after the expiration of the Term or of any Renewal Term with the prior written consent of Landlord shall be construed to be a tenancy from month to month except that rent shall be increased to an amount equal to (i) $15,000 per calendar month if the holdover tenancy occurs between the first anniversary and second anniversary of the Effective Date, (ii) $22,500 per calendar month if the holdover tenancy occurs between the second anniversary and third anniversary of the Effective Date or (ii) $30,000 per calendar month if the holdover tenancy occurs after the third anniversary of the Effective Date plus, and in addition to the rent, all other sums of money as shall become due and payable by Tenant to Landlord under this Lease and on the terms herein specified so far as possible. Such month-to-month tenancy shall be subject to every other term, covenant, and agreement contained in this Lease. Nothing contained in this Section shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Section shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom.

18. DEFAULT; REMEDIES.

(a) Default by Tenant. Upon the occurrence of any of the following events, Landlord shall have the remedies set forth in Section 18(b) below:

(i) Tenant fails to pay any installment of rent or additional rent or any other sum due hereunder within ten (10) days after written notice from Landlord;

(ii) Tenant fails to perform any other term, condition, or covenant to be performed by it pursuant to this Lease within 30 days after written notice that such performance is due shall have been given to Tenant by Landlord or; provided, if cure of any nonmonetary default would reasonably require more than 30 days to complete, if Tenant fails to commence performance within the 30 day period or, after timely commencing, fails diligently to pursue such cure to completion but in no event to exceed 90 days;

(iii) Tenant shall become bankrupt or insolvent or file any debtor proceedings or have taken against such party in any court pursuant to state or federal statute, a petition in bankruptcy or insolvency, reorganization, or appointment of a receiver or trustee; or Tenant petitions for or enters into a voluntary arrangement under applicable bankruptcy law; or suffers this Lease to be taken under a writ of execution; or

(iv) Tenant abandons the Premises, which, if Landlord posts a notice of abandonment on the Premises and delivers written notice of the same to Tenant both of which remain unanswered for 10 days, the Premises shall be conclusively presumed to be abandoned.

(b) Remedies. In the event of any default by Tenant hereunder, Landlord may at any time, without waiving or limiting any other right or remedy available to it, terminate Tenant’s rights under this Lease by written notice, reenter and take possession of the Premises by any lawful means (with or without terminating this Lease), or pursue any other remedy allowed by law or equity. Tenant agrees to pay to Landlord the reasonable cost of recovering possession of the Premises, all reasonable costs of reletting, and all other reasonable costs and damages arising out of Tenant’s default, including attorneys’ fees. Notwithstanding any reentry, the liability of Tenant for the rent reserved herein shall not be extinguished for the balance of the Term, and Tenant agrees to compensate Landlord upon demand for any deficiency arising from reletting the Premises at a lesser rent than applies under this Lease.

(c) Past Due Sums. If Tenant fails to pay, within ten (10) days of receipt of written notice from Landlord, any rent, additional rent, or other sum required to be paid by it hereunder, such unpaid amounts shall bear interest from the due date thereof to the date of payment at a rate equal to 12% per annum. In addition thereto, Tenant shall pay a sum of 10% of such unpaid amounts of rent, additional rent, or other sum to be paid by it hereunder as a service and late fee. Notwithstanding the foregoing, however, Landlord’s right concerning such interest and service and late fee shall be limited by the maximum amount which may properly be charged by Landlord for such purposes under applicable law.

(d) Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than 30 days after written notice by Tenant to Landlord and (if Tenant has been provided written notice of such holder and its address for notice purposes) to the holder of any mortgage or deed of trust covering the Premises, specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord’s obligation is such that more than 30 days are required for performance, then Landlord shall not be in default if Landlord commences performance within such 30-day period and thereafter diligently prosecutes the same to completion, but in no event to exceed 90 days. Except as may otherwise be expressly provided in this Lease, in no event shall Tenant have the right to terminate this Lease or to withhold the payment of rent or other charges provided for in this Lease as a result of Landlord’s default.

19. MISCELLANEOUS.

(a) Severability. If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid, the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby and each provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

(b) Cost of Suit. In the event that at any time during the Term either Landlord or Tenant institutes any action or proceeding against the other relating to the provisions of this Lease or any default hereunder, then the unsuccessful party in such action or proceeding agrees to reimburse the successful party for the reasonable expenses of such action including reasonable attorneys’ fees, incurred therein by the successful party.

(c) Notices. It is agreed that all notices required or permitted to be given hereunder, or for purposes of billing process, correspondence, and any other legal purposes whatsoever, shall be deemed sufficient if given by a communication in writing by United States mail, postage prepaid and certified or by other nationally recognized overnight courier with return receipt and addressed as follows:

If to Landlord, at the following address:

Iowa Shrimp Holdings LLC

c/o Streeterville Management, LLC

297 Auto Mall Drive #4

St. George, Utah 84770

Attention: John M. Fife

Email: ###

With mandatory copy to (which will not constitute notice):

Parsons Behle & Latimer

c/o Brian M. Rothschild

201 South Main Street, Suite 1800

Salt Lake City, Utah 84111

Attention: Brian M. Rothschild

Email: ###

If to Tenant, at the following address:

Edible Garden Sustainable Ventures LLC

283 County Road 519

Belvidere, New Jersey 07823

Attn: James E. Kras

Email: ###

With mandatory copy to (which will not constitute notice):

Harter Secrest & Emery LLP

c/o Alexander R. McClean

1600 Bausch & Lomb Place

Rochester, NY  14604

Attention: Alexander R. McClean

Email: ###

(d) Binding Effect. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(e) Waiver. No covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed, and any waiver of the breach of any covenant, term or condition shall not be deemed to be a waiver of any other covenant, term or condition nor of a preceding or succeeding breach of the same or any other covenant, term or condition.

(f) Entire Agreement. The parties agree that there are no understandings or agreement, oral or written, express or implied, existing on any of the subjects referred to in this Lease, other than this Lease itself; and that every understanding and agreement on the said subjects shall be merged into this Lease, which is mutually understood to be and shall be conclusively accepted as the full agreement between Landlord and Tenant.

(g) Brokers. Landlord and Tenant warrant that there are no claims for commission or fees owing in connection with this Lease. Each party agrees to indemnify and hold the other harmless from and against any costs incurred by breach of this warranty.

(h) Headings. The headings used in this Lease are inserted for reference purpose only and shall not be deemed to limit or affect in any way the meaning or interpretation of any of the terms or provisions of this Lease.

(i) Amendment. This Lease may not be modified or amended except by an instrument in writing signed by the parties hereto.

(j) Governing Law; Venue. This Lease shall be interpreted, construed and enforced according to the laws of the State of Iowa without regard to conflict of law principles. Tenant consents to personal jurisdiction and venue in the State of Iowa. The courts of the State of Iowa will have exclusive jurisdiction and Tenant hereby agrees to such exclusive jurisdiction.

(k) Exhibits. All exhibits to this Lease shall be deemed part of this Lease and incorporated herein as if fully set forth herein.

(l) Authority. The persons signing this Lease on behalf of Landlord and Tenant hereby represent and warrant that they are authorized to do so on behalf of each said party, and that in doing so, each party intends to be bound hereby.

(m) Counterparts. This Lease may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the Effective Date.

[Remainder of page intentionally left blank; signature page follows]

SIGNATURE PAGE

EXHIBIT 10.4

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of May 14, 2025, by and between NaturalShrimp Farms Inc., a Nevada corporation (“NaturalShrimp”), and Edible Garden Sustainable Ventures LLC, a Delaware limited liability company (“Company”), each of which is sometimes referred to as a “party” and collectively as the “parties.”

WHEREAS, in accordance with the terms and conditions of that certain Asset Purchase Agreement, dated May 14, 2025 by and among NaturalShrimp and the Company, Company (the “APA”) has acquired the Purchased Assets (as such terms is defined in the APA); and

WHEREAS, in connection with the integration of the assets into the Company’s business and operations following the closing of the transactions contemplated by the APA (the “Closing”) the Company desires and NaturalShrimp has agreed to provide to Company, the services described herein during the term of this Agreement.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants contained herein, it is agreed by and between the parties as follows:

ARTICLE I

FEES AND TERM

1.1 Company Price/Payment. Following the Closing, as consideration for the services set forth on Schedule 1.1 (subject to such modification or adjustment as may be mutually agreed by the parties, the “Transition Services”) to be provided to Company by NaturalShrimp during the Term (defined below), Company shall pay to NaturalShrimp a fee (the “Service Fee”) in accordance with Schedule 2.1. The Service Fee is payable by Company to NaturalShrimp in arrears 10 days after the close of each month (prorated for any partial month) during the term of this Agreement. All Transition Services are provided for the benefit of Company in connection with the integration of the Purchased Assets into the business and operations of the Company. The parties hereby acknowledge and agree that during the Term the personnel of NaturalShrimp that provide the Transition Services (the “Transition Services Personnel”) shall remain employed by NaturalShrimp’s agent as currently structured, and Company does not have payroll and benefits set up for Transition Services Personnel and as such, pursuant to this Agreement, NaturalShrimp shall continue to provide, through its agent, payroll and benefits for such persons during the Term unless earlier termination is agreed between the Parties on an employee-by-employee basis.

1.2 Term. The term of this Agreement (the “Term”) shall commence on the date hereof and shall expire on the two-month anniversary of the Closing (the “Initial Term”); which term shall automatically renew for additional one-month terms (the “Extended Term”) unless either party provides 30 days advance written notice prior to the end of the Initial Term or any Extended Term then in effect to the other party.

1.3 Additional Services. At any time during the Term, the Company identifies any service that is needed to assure a smooth and orderly integration of the Purchased Assets into the business and operations of the Company following the Closing, and that is not otherwise governed by the provisions of this Agreement, the APA or any other agreement between the parties, then the parties shall cooperate in determining whether there is a mutually acceptable arm’s-length basis on which NaturalShrimp will provide such service to the Company in exchange for a fee.

1.4 Quality of Services. NaturalShrimp shall use reasonable best efforts to provide (or cause to be provided) the Transition Services to Company (i) in compliance with applicable Law and (ii) at a substantially similar quality level, in substantially the same manner as such services (or similar services) have been provided in connection with the operation of NaturalShrimp and its predecessors in interest.

1.5 Permits. NaturalShrimp shall, or shall cause such individuals or entities that hold such permits to (i) maintain in full force and effect, or cause to be maintained in full force and effect, any permits that were not assigned to Company pursuant to the APA and that are necessary for the operation of the Business as conducted immediately prior to the closing of the transactions contemplated by the APA and the Receivership APA and (ii) reasonably cooperate with Company in its application for replacement permits for the permits subject to clause (i).

ARTICLE II

MISCELLANEOUS

2.1 Confidentiality. Neither party hereto shall use or disclose to any other person at any time, any confidential or proprietary information or trade secrets of the other party, including, without limitation, its customer lists, programs, pricing and strategies except to those of its employees and those other persons who need to know such information to fulfill such party’s obligations hereunder, provided that such party shall require that such other persons agree to keep confidential such confidential or proprietary information or trade secrets. Both parties agree that all drawings, specifications, data, memoranda, calculations, notes and other materials, including, without limitation, any materials containing confidential or proprietary information or trade secrets of the other party, furnished in connection with this Agreement and any copies thereof are and shall remain the sole and exclusive property of that other party and shall be delivered to that party upon its request. All negotiations conducted pursuant to Section 2.5 (and any of the parties’ submissions in contemplation hereof) shall be deemed to be confidential or proprietary information.

2.2 No Agency. Both parties shall perform their respective services under this Agreement as an independent contractor. Each party acknowledges and agrees that it is not granted any express or implied authority to assume or create any obligation or responsibility on behalf of the other party, or to bind the other party with regard to third parties in any manner.

2.3 Notices. Any notices required or permitted to be provided pursuant to this Agreement shall be provided in writing via e-mail, certified mail, hand-delivery, telecopier with confirmation or normal mail service, addressed to the recipient party at its e-mail or standard mailing address set forth on the signature page.

2.4 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of governmental authority, epidemic, destruction of production facilities, insurrection, inability to procure materials, labor, equipment, transportation or energy sufficient to meet manufacturing needs, or any other cause beyond the reasonable control of the party invoking this provision, and if such party shall have used its best efforts to avoid such occurrence and minimize its duration and has given prompt written notice to the other party, then the affected party’s performance for the period of delay or inability to perform due to such occurrence shall be suspended. Should either party fail to perform hereunder and shall have provided proper notice to the other party that it is unable to perform on account of one or more reasons set forth in this section, such party may obtain replacement services from a third party for the duration of such delay or inability to perform, or for such longer period as such party shall be reasonably required to commit to in order to obtain such replacement services and the services fee payable by such party shall be reduced accordingly.

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2.5 Designated Representatives; Disputes. NaturalShrimp and Company shall each appoint one representative (each, a “Designated Representative”) who shall have primary responsibility for administration of this Agreement and for coordinating the respective party’s personnel with respect to the Transition Services. If there is a dispute between the parties arising out of or relating to this Agreement (but excluding any claims for indemnification which shall be resolved in accordance with Section 2.6 hereof), either party may give the other party written notice (a “Dispute Notice”) thereof. The parties shall attempt to resolve such dispute promptly by negotiation in good faith between the Designated Representatives. If the dispute is not resolved within ten (10) business days after delivery of the Dispute Notice (the “Resolution Period”), then the party receiving such Dispute Notice shall, within three (3) business days after the last day of the Resolution Period, submit to the other party a written response (a “Dispute Response”) thereto. The Dispute Notice and the Dispute Response shall each include a statement of the respective party’s position(s) regarding the matter(s) in dispute and a summary of the facts and arguments in support thereof. After delivery of the Dispute Response, authorized representatives of the parties shall negotiate in good faith to reach a resolution to such dispute. If such dispute is not resolved within twenty (20) business days after delivery of the Dispute Response, the parties shall be free to pursue remedies including pursuant to Section 7(i). As of the date hereof, the Designated Representative of NaturalShrimp shall be Chris Stalcup and the Designated Representative of the Company shall be James Kras.

2.6 Indemnification. Each party agrees to indemnify and hold the other, its affiliates and its and their respective employees, affiliates, agents, officers and directors harmless from and against any losses arising out of, in connection with or by reason of such party’s gross negligence or willful misconduct in connection with the provision of any Transition Services.

ARTICLE III

GENERAL PROVISIONS

3.1 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relative to said subject matter.

3.2 Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of NaturalShrimp, Company and their respective successors and assigns.

3.3 Severability. If any provision of this Agreement shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with Law. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

3.4 Further Assurances. Each party shall use commercially reasonable efforts to comply with all requirements imposed hereby on such party and to cause the transactions contemplated hereby to be consummated as contemplated hereby and shall, from time to time and without further consideration, execute such further instruments and take such other actions as the other party or parties hereto shall reasonably request.

3.5 Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assignable by either party without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.

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3.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of laws principles.

3.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, for example, www.docusign.com or www.signnow.com) or other transmission method mutually acceptable by the parties, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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

(Signatures Appear on Next Page)

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.

	NaturalShrimp Farms, Inc.
	By:	/s/ John Fife
	Name:	John Fife
	Title:	President
	Address:	297 Auto Mall Drive #4 St. George, Utah 84770
	Email:	###
	Edible Garden Sustainable Ventures LLC
	By:	/s/ James E. Kras
	Name:	James E. Kras
	Title:	Chief Executive Officer
	Address:	283 County Road 519 Belvidere, New Jersey 07823
	Email:	###

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Schedule 1.1

NaturalShrimp Services

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  EXHIBIT 10.5

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered effective as of May 13, 2025, by and between Edible Garden AG Incorporated, a Delaware Corporation (the “Company”), and James E. Kras (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (the “Board”) previously approved the Company entering into an employment agreement with the Executive; and

WHEREAS, the Executive is currently the Chief Executive Officer of the Company; and

WHEREAS, the Company and the Executive desire to amend and restate that certain Employment Agreement dated as of August 18, 2021 between the Company and the Executive, and enter into this Agreement to describe the employment relationship and obligations of the parties that will be effective as of May 13, 2025 to set forth the terms of the Executive’s continued employment.

NOW THEREFORE, in consideration of the recitals and the mutual agreements herein set forth, the Company and the Executive agree as follows:

ARTICLE 1
EMPLOYMENT AND TERM

1.1 Employment. The Company hereby employs the Executive and the Executive accepts employment as the Chief Executive Officer of the Company. As Chief Executive Officer, the Executive shall render such services to the Company as are customarily rendered by a comparable officer of comparable companies and as required by the Certificate of Incorporation and By-laws of the Company. The Executive accepts such employment and, consistent with fiduciary standards which exist between an employer and an employee, shall perform and discharge the duties commensurate with his position that may be assigned to him from time to time by the Board.

1.2 Term and Renewal. The term of this Agreement shall commence on the date first written above (the “Commencement Date”), and shall continue for a term of two (2) years (the “Initial Term”); provided, however, that commencing on the second (2^nd) anniversary of the Commencement Date and on each anniversary of the Commencement Date thereafter (each, an “Extension Date”), the term of the Executive’s employment under this Agreement shall be automatically extended for an additional one (1) year period (each, a “Renewal Term”), unless the Company or the Executive provides the other at least ninety (90) days prior written notice before the next Extension Date that the Initial Term or Renewal Term, as applicable, shall not be extended (a “Non-Renewal Notice”). The period of time between the Commencement Date and the termination of this Agreement shall be referred to herein as the “Term.”

ARTICLE 2
COMPENSATION AND BENEFITS

2.1 Base Salary. During the Term, the Company shall pay the Executive an annual base salary of Four Hundred and Fifty Thousand Dollars ($450,000) (or any increased amount approved by the Board or the Compensation Committee of the Board (the “Compensation Committee”)), payable in accordance with the Company’s standard payroll practices for senior executives (the “Base Salary”).

2.2 Annual Performance Bonus. During the Term, the Executive shall be eligible to receive an annual cash bonus (the “Annual Performance Bonus”), with the target amount of such Annual Performance Bonus equal to one hundred percent (100%) of the Base Salary (the “Target Performance Bonus”) in effect on the last day of the year to which the Annual Performance Bonus relates. The maximum amount of the Annual Performance Bonus shall be equal to at least two hundred percent (200%) of the Base Salary (the “Maximum Performance Bonus”) in effect on the last day of the year to which the Annual Performance Bonus relates. The actual amount of the Annual Performance Bonus may be greater or less than the Target Performance Bonus. The Annual Performance Bonus shall be based on performance and achievement of Company goals and objectives as defined by the Board or Compensation Committee. The amount of the Annual Performance Bonus shall be determined by the Board or Compensation Committee in its sole discretion, and shall be paid to the Executive no later than March 15^th of the calendar year immediately following the calendar year to which it relates.

2.3 Transaction Bonus. The Executive shall be entitled to a special cash bonus (the “Transaction Bonus”) upon the completion of the Natural Shrimp Transaction (as defined below). The Transaction Bonus shall be equal to Five Hundred Thousand Dollars ($500,000). The Transaction Bonus, if any, will not be deemed “earned” until the date that that the Natural Shrimp Transaction closes. Accordingly, the Executive must be employed by the Company on the date that the Natural Shrimp Transaction closes in order to be eligible to receive payment of the Transaction Bonus. Half of the Transaction Bonus, less applicable tax withholding, will be made within the first three business days of the date that the Natural Shrimp Transaction closes and the other half, less applicable tax withholding, will be paid out in equal instalments thorughout the remainder of 2025 during the normal payroll periods. For purposes of this Agreement, “Natural ShrimpTransaction” shall mean the closing of: (1) a Asset Purchase Agreement contemplated among the Company, NaturalShrimp Farms Inc., a Nevada corporation, Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), and Edible Garden Sustainable Ventures, LLC, a Delaware limited liability company; and (2) a Stock Purchase Agreement contemplated between the Company and Streeterville. In addition to the Transaction Bonus described above, the Compensation Committee may consider additional transaction bonuses for Executive upon the completion of a capital raise or acquisition by the Company.

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2.4 Equity Grants.

(a) As soon as reasonably practicable following the date that the Company receives stockholder approval for an amendment to the Company’s 2022 Equity Incentive Plan (the “Equity Plan”) to increase the number of available shares under the Equity Plan, the Company shall grant to the Executive an award of restricted stock units with a grant date value of One Million Dollars ($1,000,000) (the “Upfront RSUs”) and an award of nonqualified stock options with a grant date value of One Million Dollars ($1,000,000) (the “Upfront Options”), each with respect to the Company’s common stock and each under the Equity Plan, as amended and restated, and the Company’s standard form of award agreement. The number of shares subject to the Upfront RSUs will be determined by dividing the applicable grant date value by the closing price of the Company’s common stock on the date of grant and the number of Upfront Options shall be determined by dividing the applicable grant date value by the Black-Scoles value of an option on the date of grant. Both the Upfront RSUs and the Upfront Options shall vest in installments of 25% each on the first, second, third and fourth anniversaries of the date of grant, subject to the Executive’s continued employment through the applicable vesting date.

(b) Each calendar year during the Term, beginning with the 2026 calendar year, the Company shall grant to the Executive restricted stock, restricted stock units and/or stock options with an aggregate grant date value of at least One Million Dollars ($1,000,000), with respect to the Company’s common stock and under the Equity Plan, as amended and restated, or successor plan thereto. The number of shares subject to any awards of restricted stock or restricted stock units will be determined by dividing the applicable grant date value by the closing price of the Company’s common stock on the date of grant and the number of any stock options shall be determined by dividing the applicable grant date value by the Black-Scholes value of an option on the date of grant.

2.5 Paid Time Off. During the Term, the Executive shall be entitled to four (4) weeks paid time off pursuant to the terms and conditions of the Company’s policy and practices as applied to the Company’s senior executives.

2.6 Health & Welfare Benefits. During the Term, the Executive shall be eligible to participate in all health and welfare benefits provided generally to other employees of the Company.

2.7 Retirement Benefits. During the Term, the Executive shall be eligible to participate in all retirement benefits provided generally to other employees of the Company.

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ARTICLE 3
TERMINATION OF EMPLOYMENT & SEVERANCE BENEFITS

3.1 Termination for Cause, Resignation without Good Reason, Death, or Disability. If, during the Term, (a) the Executive’s employment is terminated by the Company for Cause (as defined below), (b) the Executive resigns without Good Reason (as defined below), or (c) the Executive’s employment with the Company ends due to the Executive’s death or “permanent and total disability” (within the meaning Section 22(e)(3) of Internal Revenue Code of 1986, as amended (the “Code”)), then the Executive shall only be entitled to any earned but unpaid Base Salary, as well as any other amounts or benefits owed to the Executive under the terms of any employee benefit plan of the Company (the “Accrued Benefits”). For purposes of this Agreement, the Accrued Benefits shall include any accrued paid time off pursuant to the Company’s policy and practices. The Accrued Benefits shall be payable upon the Executive’s termination within the time provided by law.

3.2 Termination without Cause, Resignation for Good Reason, or Termination Due to Change of Control. If, during the Term: (a) the Executive’s employment with the Company is terminated by the Company other than for Cause, or (b) the Executive resigns for Good Reason (a “Qualified Termination”), then the Executive shall be entitled to the Accrued Benefits and the Severance Benefits described in Section 3.3. In the event of a Qualified Termination within six (6) months prior to or twenty-four (24) months following a Change of Control (as defined below), then the Executive shall be entitled to the Accrued Benefits and the Severance Benefits described in Section 3.4.

3.3 Severance Benefits in the event of a Qualified Termination.

(a) In the event of a Qualified Termination, the Company shall pay and provide the Executive with the following (the “Qualified Termination Severance Benefits”):

	(i)	two hundred percent (200%) of the Executive’s then current Base Salary and two hundred percent (200%) of the Executive’s Target Performance Bonus for the calendar year in which the Qualified Termination occurs, less any taxes and withholding as may be necessary pursuant to law, to be paid in equal monthly instalments over a period of one year in accordance with the Company’s normal payroll practices and subject to Section 6.3(a)(ii), beginning with the first payroll period after the effective date of the release referred to in Section 3.3(b); and
	(ii)	an aggregate amount equal to the applicable monthly premium for the Executive’s group medical, dental, and vision coverage (for the coverage tier in which the Executive was enrolled at the time of the Executive’s termination) at the rate in effect (as determined under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)) at the time of the Executive’s termination, multiplied by twelve (12), which aggregate amount will be paid with the first normal payroll period after the effective date of the release referred to in Section 3.3(b).

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(b) As a condition to receiving the Qualified Termination Severance Benefits contemplated by this Section 3.3, within thirty (30) days after the effective date of the Qualified Termination, the Executive shall execute and deliver an irrevocable general release (including, but not limited to, all matters relating to employment with the Company) in favor of the Company and its affiliates in such form as the Company shall reasonably request (the effective date of which shall be eight (8) days after the Executive delivers the signed release to the Company). Notwithstanding anything herein to the contrary, in the event such thirty- (30-) day period falls into two (2) calendar years, the payments contemplated in this Section 3.3 shall not commence until the second calendar year.

(c) The Qualified Termination Severance Benefits shall terminate immediately upon the Executive violating any of the provisions of Article 4.

3.4 Severance Benefits in the Event of a Change of Control.

(a) In the event of a Qualified Termination within six (6) months prior to or twenty-four (24) months following a Change of Control (as defined below), the Company shall pay and provide the Executive with the following (the “Change of Control Severance Benefits”):

	(i)	Severance pay in amount equal to the sum of three hundred percent (300%) of the Executive’s then current Base Salary and three hundred percent (300%) of the Executive’s Target Performance Bonus for the calendar year in which the Qualified Termination occurs, less any taxes and withholding as may be necessary pursuant to law, to be paid in equal monthly instalments over a period of one year in accordance with the Company’s normal payroll practices and subject to Section 6.3(a)(ii), beginning with the first payroll period after the effective date of the release referred to in Section 3.4(b);
	(ii)	vesting of the Executive’s outstanding and unvested restricted stock, restricted stock units and stock options will accelerate and become fully vested, and the Executive may exercise any vested and unexercised stock options until the expiration date of such stock options; and
	(iii)	an aggregate amount equal to the applicable monthly premium for the Executive’s group medical, dental, and vision coverage (for the coverage tier in which the Executive was enrolled at the time of the Executive’s termination) at the rate in effect (as determined under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)) at the time of the Executive’s termination, multiplied by thirty-six (36), which aggregate amount will be paid with the first normal payroll period after the effective date of the release referred to in Section 3.4(b).

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(b) As a condition to receiving the Change of Control Severance Benefits contemplated by this Section 3.4, within thirty (30) days after the effective date of the Change of Control, the Executive shall execute and deliver an irrevocable general release (including, but not limited to, all matters relating to employment with the Company) in favor of the Company and its affiliates in such form as the Company shall reasonably request (the effective date of which shall be eight (8) days after the Executive delivers the signed release to the Company). Notwithstanding anything herein to the contrary, in the event such thirty- (30-) day period falls into two (2) calendar years, the payments contemplated in this Section 4 shall not commence until the second calendar year.

(c) The Change of Control Severance Benefits shall terminate immediately upon the Executive violating any of the provisions of Article 4.

3.5 Cause. For purposes of this Agreement, “Cause” shall be deemed to exist upon any of the following events: (a) the Executive’s conviction of, or plea of nolo contendere, to a felony or any lesser offense involving moral turpitude, (b) the Executive’s failure to substantially perform his essential job functions as appropriate for his position, (c) the failure of the Executive to adhere to directives of the Board, (d) the Executive’s material misconduct or gross negligence, (e) the Executive’s material violation of any Company policy, or (f) any material breach of this Agreement by the Executive. The Board must provide thirty (30) days written notice of its intent to terminate the Executive’s employment for Cause and if such grounds for Cause are curable, the Executive shall have thirty (30) days following the receipt of such written notice to cure such curable event that would otherwise constitute Cause; provided, however, the Company shall have the right to place the Executive on a paid leave of absence during any portion of such notice or cure periods.

3.6 Good Reason. For purposes of this Agreement, “Good Reason” shall be deemed to exist upon any of the following, without the Executive’s prior written consent: (a) a material reduction in the Base Salary, (b) a relocation of the Executive’s primary place of employment to a location more than fifty (50) miles from the Company’s New Jersey office location at the time of the Commencement Date, (c) any requirement that the Executive report to anyone other than the Board, or (d) any material breach of this Agreement by the Company. The Executive must provide the Company with written objection to the event or condition within thirty (30) days following the occurrence thereof, the Company shall have thirty (30) days following the receipt of such written notice to cure such curable event that would otherwise constitute Good Reason, and the Executive resigns his employment within ten (10) days following the expiration of that cure period.

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3.7 Change of Control. For purposes of this Agreement, a “Change of Control” shall mean the occurrence of any of the following events:

(a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company, or any affiliate, parent or subsidiary of the Company, or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions; or

(b) a merger or consolidation of the Company or a subsidiary of the Company or an acquisition of assets or an entity by the Company or a subsidiary of the Company whether or not approved by the Board, other than a merger or consolidation or acquisition of assets or an entity which would result in the holders of the voting securities of the Company outstanding immediately prior thereto continuing to hold (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such entity, as the case may be, outstanding immediately after such merger or consolidation; or

(c) the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(d) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).

Notwithstanding the foregoing, neither (i) a dividend or distribution to the Company’s stockholders of any or all of the shares of capital stock of a subsidiary of the Company, nor (ii) the Natural Shrimp Transaction, shall not be deemed to constitute a Change of Control.

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ARTICLE 4
RESTRICTIVE COVENANTS

4.1 Confidentiality and Nondisclosure. The Executive will not use or disclose to any individual or entity any Confidential Information (as defined below) except (a) in the performance of the Executive’s duties for the Company, (b) as authorized in writing by the Company, or (c) as required by subpoena or court order, provided that, prior written notice of such required disclosure is provided to the Company and, provided further that all reasonable efforts to preserve the confidentiality of such information shall be made. As used in this Agreement, “Confidential Information” shall mean information that (i) is used or potentially useful in the business of the Company, (ii) the Company treats as proprietary, private or confidential, and (iii) is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company’s products or services, processing, manufacturing, marketing, selling, customer lists, call lists, customer data, memoranda, notes, records, technical data, sketches, plans, drawings, chemical formulae, trade secrets, composition of products, research and development data, sources of supply and material, operating and cost data, financial information, personnel department information and information contained in manuals or memoranda. “Confidential Information” also includes proprietary and/or confidential information of the Company’s customers, suppliers and trading partners who may share such information with the Company pursuant to a confidentiality agreement or otherwise. The Executive agrees to treat all such customer, supplier or trading partner information as “Confidential Information” hereunder. The foregoing restrictions on the use or disclosure of Confidential Information shall continue after the Executive’s employment terminates for any reason for so long as the information is not generally known to the public.

4.2 Defend Trade Secrets Act Information. The Executive acknowledges that, notwithstanding the foregoing limitations on the disclosure of trade secrets, the Executive may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if the Executive files a proceeding against the Company in connection with a report of a suspected legal violation, the Executive may disclose the trade secret to the attorney representing the Executive and use the trade secret in the court proceeding, if the Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

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4.3 Non-Competition. In exchange for the Company’s agreement to provide the Executive Confidential Information of the Company, the Company providing such Confidential Information to the Executive, and the Company entering into and providing the compensation and benefits under this Agreement, the Executive will not, during the period of the Executive’s employment with the Company, and for a period of the greater of (i) one (1) year thereafter or (ii) two (2) years thereafter if the Executive is receiving Qualified Termination or Change of Control Severance Benefits (the “Restricted Period”), directly or indirectly, (a) engage in (as a principal, partner, director, officer, stockholder (except as permitted below), agent, employee, consultant or otherwise); or (b) be financially interested in, any entity materially engaged in any portion of the business of the Company within the territory served, or contemplated to be entered, by the Company on the date of such termination of employment. Nothing contained herein shall prevent the Executive from owning beneficially or of record not more than five percent (5%) of the outstanding equity securities of any entity whose equity securities are registered under the Securities Act of 1933, as amended, or are listed for trading on any recognizable United States or foreign stock exchange or market. The business of the Company shall be defined to include hydroponic farming of herbs and lettuces.

4.4 Non-Solicitation.

(a) In exchange for the Company’s agreement to provide the Executive Confidential Information of the Company, the Company providing such Confidential Information to the Executive, and the Company entering into and providing the compensation and benefits under this Agreement, during the Restricted Period, the Executive shall not, on behalf of the Executive or any other person (except on behalf of the Company), directly or indirectly, solicit, recruit or hire any (i) employee of the Company with whom the Executive had material contact during the Term, or (ii) former employee of the Company with whom the Executive had material contact during the Term and whose relationship with the Company was terminated less than twelve (12) months prior to the termination of the Executive’s employment, in each case for the purpose of being employed by, a consultant to or an independent contractor of, or otherwise providing services to, the Executive or any person on whose behalf the Executive is acting as an agent, representative, employee or otherwise.

(b) In exchange for the Company’s agreement to provide the Executive Confidential Information of the Company, the Company providing such Confidential Information to the Executive, and the Company entering into and providing the compensation and benefits under this Agreement, during the Restricted Period, the Executive shall not persuade or encourage or attempt to persuade or encourage any customer, client, partner, affiliate, supplier, or vendor of the Company of whom the Executive was aware or with whom the Executive had material contact to cease doing business with the Company or to compete with the Company on its own or to do business with any competitor of the Company.

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4.5 Non-Disparagement.

(a) In exchange for the Company’s agreement to provide the Executive Confidential Information of the Company, the Company providing such Confidential Information to the Executive, and the Company entering into and providing the compensation and benefits under this Agreement, the Executive will not at any time during employment with the Company, or after the termination of employment with the Company, directly or indirectly (i) disparage, libel, defame, ridicule or make negative comments regarding, or encourage or induce others to disparage, libel, defame, ridicule or make negative comments regarding, the Company, or any of the Company’s officers, directors, employees or agents, or the Company’s products, services, business plans or methods; or (ii) engage in any conduct or encourage or induce any other person to engage in any conduct that is in any way injurious or potentially injurious to the reputation or interests of the Company or any of the Company’s, officers, directors, employees or agents.

(b) The Company and its officers, directors, employees or agents will not at any time during the Executive’s employment with the Company, or after the termination of employment with the Company, directly or indirectly (i) disparage, libel, defame, ridicule or make negative comments regarding, or encourage or induce others to disparage, libel, defame, ridicule or make negative comments regarding, the Executive; or (ii) engage in any conduct or encourage or induce any other person to engage in any conduct that is in any way injurious or potentially injurious to the reputation or interests of the Executive.

4.6 Survival of Termination Covenants. The Executive’s obligations under this Agreement shall survive the Executive’s termination of employment with the Company and the termination of this Agreement.

4.7 Equitable Relief and Enforcement. The Executive hereby acknowledges and agrees that the Company and its goodwill would be irreparably injured by, and that damages at law are an insufficient remedy for, a breach or violation of the provisions of this Agreement, and agrees that the Company, in addition to other remedies available to it for such breach shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Executive from any actual breach of the provisions hereof, and that the Company’s rights to such equitable relief shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Executive further understands and agrees that Executive shall forfeit the right to, and repay to the Company, any Qualified Termination or Change of Control Severance Benefits payments Executive received or is receiving during any period of Executive’s breach of Section 4.1, 4.2, 4.3, 4.4 or 4.5. Any breach of Section 4.1, 4.2, 4.3, 4.4 or 4.5 shall constitute a material breach of this Agreement.

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ARTICLE 5
INVENTIONS

5.1 Transfer of Inventions. The Executive agrees to transfer, convey and assign and hereby transfers, conveys and assigns to the Company all of the Executive’s right, title and interest in and to Inventions (as defined below) made, designed, conceived, devised or discovered by the Executive during the Executive’s employment by the Company (regardless of whether they were discovered or developed as an employee or independent contractor of the Company or of any other person, firm or corporation and regardless of whether they were invented solely by the Executive or jointly with any other person or persons) which are (a) related in any manner to the actual or anticipated business, work, research, development or operations of the Company, or (b) made with the use of Confidential Information, time, materials or facilities of the Company. The rights conveyed to the Company include all rights to own, use and license any Invention, including all domestic and foreign patent rights, copyrights and rights, trade secrets, including all renewals of any of the foregoing. The Executive shall use the Executive’s best efforts to cause any person in conjunction with whom such Inventions were made to convey all of such person’s right, title and interest in and to such Inventions to the Company. The Executive shall promptly disclose to the Company all such Inventions and shall make, maintain and make available to the Company complete and up-to-date written records, including drawings, sketches, notes, memoranda or other evidence of such inventions, all of which shall be property of the Company. The provisions of this Article 5 shall apply to all Inventions conceived or developed during the Term whether or not further development or reduction to practice may take place after a termination of the Executive’s employment, for which purpose it shall be presumed that any Inventions conceived by the Executive which are reduced to practice within one (1) year after a termination of the Executive’s employment were conceived during the Term unless the Executive is able to establish a later conception date by clear and convincing evidence.

5.2 Execution of Documents. The Executive shall from time to time, both during and after the Term, execute, and shall use reasonable efforts to cause others having rights in any Invention described in this Article 5 to execute, including applications for letters patent, copyright registrations and assignments thereof, and shall perform all other acts as may be reasonably deemed by the Company to be necessary or desirable to effect the provisions of this Agreement or to enable the Company or its nominees to secure patent protection, copyright registration and legal title in and to any of the aforementioned Inventions; provided, however, that all expenses for filing or prosecuting and such applications shall be borne solely by the Company. In the event that the Company is unable for any reason whatsoever after reasonable effort to secure the Executive’s signature to any document reasonably necessary or appropriate for any of the foregoing purposes the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agents and attorneys-in-fact to act for the Executive and on the Executive’s behalf, but only for the purpose of executing and filing any such documents and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by the Executive.

5.3 Definition of Invention. For purposes of this Article 5, the term “Invention” shall include discoveries, concepts, ideas, formulas, products, processes, devices, methods, works and writings, inventions, improvements, designs, systems, developments, “know-how,” suggestions, devices and trade secrets or improvements of any of the foregoing, whether patentable or not.

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ARTICLE 6
MISCELLANEOUS

6.1 Entire Agreement. This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof. This Agreement supersedes and replaces any prior oral or written employment, severance or similar agreement between the Executive and the Company.

6.2 Subsidiaries. Where appropriate in this Agreement, the term “Company” shall also include any direct or indirect subsidiaries of the Company.

6.3 Code Sections 409A and 280G.

(a) In the event that the payments or benefits set forth in Article 3 constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), then the following conditions apply to such payments or benefits:

	(i)	Any termination of the Executive’s employment triggering payment of benefits under Article 3 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company at the time the Executive’s employment terminates), any such payments under Article 3 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6.3(a)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs.
	(ii)	Notwithstanding any other provision with respect to the timing of payments under Article 3 if, at the time of the Executive’s termination, the Executive is deemed to be a “specified employee” of the Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which the Executive may become entitled under Article 3 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of the Executive’s employment, at which time the Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to the Executive under the terms of Article 3.

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	(iii)	It is intended that each installment of the payments and benefits provided under Article 3 shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.
	(iv)	Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes or other penalties or interest under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. The Executive acknowledges and agrees that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

(b) If any payment or benefit the Executive would receive under this Agreement, when combined with any other payment or benefit the Executive receives pursuant to a Change of Control (for purposes of this section, a “Payment”) would: (i) constitute a “parachute payment” within the meaning of Section 280G the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either: (A) the full amount of such Payment; or (B) such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employments taxes, income taxes, and the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.

6.4 Severability. It is mutually agreed and understood by the parties that should any of the restrictions and covenants contained in Article 4 be determined by any court of competent jurisdiction to be invalid by virtue of being vague, overly broad, unreasonable as to time, territory or otherwise, then this Agreement shall be amended retroactive to the date of its execution to include the terms and conditions which such court deems to be reasonable and in conformity with the original intent of the parties and the parties hereto consent that under such circumstances, such court shall have the power and authority to determine what is reasonable and in conformity with the original intent of the parties to the extent that such restrictions and covenants are enforceable. In the event any other provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

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6.5 Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company on the Company’s behalf, or by the respective parties’ legal representations and successors.

6.6 Dispute Resolution & Applicable Law. All disputes regarding this agreement shall be resolved by arbitration to be administered by the American Association of Arbitration. To the extent not preempted by the laws of the United States, the terms and provisions of this agreement are governed by and shall be interpreted in accordance with, the laws of Delaware, without giving effect to any choice of law principles.

6.7 Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable by the Company’s successors and/or assigns and shall be enforceable by the Executive against the Company’s successors and assigns.

6.8 Headings/References. The headings in this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. References to Articles and Sections refer to Articles and Sections of this Agreement unless otherwise indicated.

6.9 Indemnification. As additional consideration for the Executive’s agreement to perform the duties outlined herein, the Executive shall be indemnified and held harmless by the Company for any and all claims, costs or expenses including legal fees and advancement of expenses, except in the case of willful, reckless or grossly negligent misconduct, for any activity in any suit brought against him or the Company for actions undertaken by the Executive on behalf of the Company to the maximum extent provided by law, regardless of whether such indemnification is specifically authorized by statute, the Company’s Articles of Incorporation or Bylaws or any other agreement.

6.10 Notices. Any notice, request, instruction, or other document to be given hereunder shall be in writing and shall be deemed to have been given: (a) on the day of receipt, if sent by overnight courier; (b) upon receipt, if given in person; (c) five days after being deposited in the mail, certified or registered mail, postage prepaid, and in any case addressed as follows:

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If to the Company:

283 County Road 519

Belvidere, NJ  07823

Attn:  Secretary

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

Harter Secrest & Emery LLP

Attn: Alexander R. McClean

1600 Bausch & Lomb Place

Rochester, NY 14604

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If to the Executive:

James E. Kras

###

###

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

6.11 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

[Signatures on following page.]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.

EDIBLE GARDEN AG INCORPORATED   By:  /s/ Kostas Dafoulas                                 Name:  Kostas Dafoulas Title:  Interim Chief Financial Officer   EXECUTIVE   /s/ James E. Kras                                             James Kras, Chief Executive Officer

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