EXHIBIT 10.1

SETTLEMENT AND RELEASE AGREEMENT

This settlement and release agreement (this “ Agreement ”) is made and entered into as of June 19, 2019, by and between Body and Mind Inc., a Nevada corporation (“ BaM ”), BAM’s subsidiaries, NMG Long Beach, LLC, a California limited liability company (“ NMG LB ”) and NMG San Diego, LLC, a California limited liability company (“ NMG SD ”) on one hand, and Green Light District Holdings, Inc., a Delaware corporation (“ GLDH ”), The Airport Collective Inc., a California non-profit mutual benefit corporation (“ Airport ”), David Barakett, an individual (“ Mr. Barakett ”) (GLDH, Airport, and Mr., Barakett shall collectively be referred to as, the “ Barakett Parties ”) and SGSD, LLC, a Nevada limited liability company (“ SGSD ”) on the other hand. Collectively, the aforementioned Parties shall be referred to herein as the “ Parties ” or individually as a “ Party .”

WHEREAS, BaM, GLDH and Mr. Barakett previously entered into a Binding Interim Agreement dated November 28, 2018 (as amended from time to time, collectively with the documents and agreements referenced therein, or delivered in connection therewith, the “ Existing Agreement ”);

WHEREAS, BaM, GLDH and Mr. Barakett desire to restructure the Existing Agreement and enter into a mutual release of any and all claims related to the Existing Agreement;

WHEREAS, as part of this Agreement, the Parties desire to enter into various other Agreements contemporaneous herewith as set forth herein, which shall replace and supersede the Existing Agreement;

NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is hereby agreed as follows:

1. Transaction Documents . As part of this Agreement, the Parties (as applicable) have agreed to contemporaneously enter into/deliver the following documents in accordance with the terms and conditions set forth herein (hereinafter, the “ Transaction Documents ”):

a. Amended and Restated Convertible Note and General Security Agreement . BaM and the Barakett Parties shall enter into the loan documents attached hereto as Exhibit A (the “ Loan Documents ”);

b. Airport Collective Asset Purchase Agreement . Airport and NMG LB shall enter into the Asset Purchase Agreement (and all accompanying Schedules thereto) attached hereto as Exhibit B (the “ Asset Purchase Agreement ”);

c. San Diego Lease Assignment Agreement . SGSD shall deliver the executed First Amendment and Assignment Agreement attached hereto as Exhibit C (the “ SD Lease Assignment ”);

d. San Diego Operating Agreement . SGSD shall deliver the executed operating agreement for BaM’s subsidiary, NMG San Diego, LLC attached hereto as Exhibit D (the “ NMG Operating Agreement ”); and

e. Litigation Loan . BAM and the Barakett Parties shall enter into the Litigation Loan Agreement attached hereto as Exhibit E (the “ Litigation Loan Agreement ”).

2. Consideration . As consideration for the SD Lease Assignment set forth in 1(c) of this Agreement, BaM shall issue up to three (3) payments of shares as follows:

a. Payment 1 . The first payment shall be Five Hundred Thousand Dollars ($500,000.00) of vested BaM shares calculated upon execution of this Agreement at the maximum discount allowed by the Canadian Stock Exchange (the “ Payment 1 Shares ”). Within three (3) days following the execution of this Agreement, the Payment 1 Shares shall be issued to SGSD and shall be provided to the following SGSD Members: (i) Sean Orlando as to Fifty Eight Thousand Eight Hundred Twenty Five Dollars ($58,825.00) of the Payment 1 Shares; and (ii) Milad Arab as to Four Hundred and Forty One Thousand One Hundred Seventy Six Thousand Dollars ($441,176.00) of the Payment 1 Shares, both subject to the mandatory six (6) month exchange holding period.

b. Payment 2 . The second payment of shares shall be to Mr. Barakett or his designee and shall be contingent on NMG SD receiving its medical commercial cannabis retail license at 7625 Carroll Road, San Diego, California 92121 (the “ SD Location ”). One Million Three Hundred and Forty Thousand Five Hundred and Two (1,340,502) shares of BaM (the “ Payment 2 Shares ”) shares shall be disbursed to Mr. Barakett or his designee only following NMG SD receiving all licenses, permits, and authorizations required for NMG SD to conduct medical commercial cannabis retail operations at the SD Location, subject to the mandatory six (6) month exchange holding period.

c. Payment 3 . The third payment of shares shall be to Mr. Barakett or his designee and shall be contingent on NMG SD receiving its adult-use commercial cannabis retail license at the SD Location. One Million Three Hundred and Forty Thousand Five Hundred and Two (1,340,502) shares of BaM (the “ Payment 3 Shares ”) shares shall be disbursed to Mr. Barakett or his designee only following NMG SD receiving all licenses, permits, and authorizations required for NMG SD to conduct adult-use commercial cannabis retail operations at the SD Location, subject to the mandatory six (6) month exchange holding period.

d. Failure to Obtain Retail Licenses . In the event NMG SD is unable, through no fault of the Barakett Parties, to receive its medical commercial cannabis retail license or its adult-use commercial cannabis retail license at the SD Location in accordance with the terms and conditions of this Agreement, NMG SD and BaM shall utilize best efforts to negotiate in good faith an amendment to this Agreement satisfactory to all Parties.

3. Payment for Legal Expenses . Within ten (10) days following the execution of this Agreement, BaM shall pay the legal and consulting expenses incurred by the Barakett Parties for the benefit of BaM and otherwise in facilitating this Agreement and the transactions contemplated hereby in an amount of $80,500, which represents the legal fees, consulting fees, and costs incurred since November 28, 2018 and unrelated to the litigation expenses to be covered by the Litigation Loan Agreement. If requested by BaM, the Barakett Parties shall cause counsel and consultants for the Barakett Parties to provide itemized invoices detailing the work performed and costs incurred for the benefit of BaM.

4. Final Agreement . This Agreement and the Transaction Documents represent the entire agreement between the Parties. This Agreement and the Transaction Documents shall supersede and replace the Existing Agreements and any other Agreement between the Parties, verbal or otherwise.

5. Releases .

a. Barakett Parties’ Release . Upon Closing of the Asset Purchase Agreement, the Barakett Parties and their, successors, related entities, representatives, assigns, agents, shareholders, members, directors, managers, officers employees, and attorneys (“ Representatives ”), and each of them, hereby releases and forever discharges BaM and the Shareholders and their respective Representatives, and each of them, of and from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action (“ Claims ”), in any way related to the Existing Agreement, known and unknown, which they or any person claiming or purporting to claim through him now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold, by reason of any matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done prior to the date hereof.

b. BaM’s Release . Except as expressly provided to the contrary herein, upon Closing of the Asset Purchase Agreement, BaM and its Representatives, and each of them, hereby release and forever discharge the Barakett Parties and their respective Representatives, and each of them, of and from any and all Claims related to the Existing Agreement, known and unknown, which they or any person claiming or purporting to claim through them now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold, by reason of any matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done prior to the date hereof.

c. SGSD’s Release . Upon Payment of the Payment 1 Shares to SGSD, SGSD and its Representatives and each of them, hereby releases and forever discharges NMG LB, NMG SD, BaM and the Shareholders and their respective Representatives, and each of them, of and from any and all Claims, in any way related to the SD Lease Assignment, known and unknown, which they or any person claiming or purporting to claim through him now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold, by reason of any matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done prior to the date hereof.

6. Full and Final Accord . The Parties hereto intend this Agreement to be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. The Parties hereby acknowledge that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her, must have materially affected his or her settlement with the debtor.”

Each Party to this Agreement waives and relinquishes any right and benefit which they have or may have under Section 1542 to the full extent that they may lawfully waive all such rights and benefits pertaining to the subject matter hereof.

7. Indemnification . Each Party agrees to indemnify and hold harmless the other Parties, and any of their Representatives, against any Claim related to the Existing Agreement (including the payment of attorneys’ fees and costs incurred, whether or not litigation to be commenced) by any person or entity that is not a party to this Agreement, which is inconsistent with this Agreement. In addition to and in no way limiting the indemnification provisions set forth in the Asset Purchase Agreement, the Parties agree that in the event the Business (as defined in the Asset Purchase Agreement) has additional liabilities not disclosed on the Transition Date (as defined in the Asset Purchase Agreement), for which BAM or its affiliates and subsidiaries are required to pay, BAM or its affiliates and subsidiaries shall have the sole option to offset any consideration owed to the Barakett Parties pursuant to the Transaction Documents by the amount of such liabilities.

8. No Litigation . Each Party agree to forever refrain and forebear from commencing, instituting or prosecuting any lawsuits, actions or other proceedings based on, arising out of or in connection with any Claim being released hereunder; and to cause to be dismissed, with prejudice, any lawsuits, actions or other proceedings that are subject to release and discharge by virtue of this Agreement.

9. Jurisdiction and Disputes . This Agreement shall be governed and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.

a. In the event of any claim arising out of or relating to any performance required under this Agreement, or the interpretation, validity or enforceability hereof (each, a “ Claim ”), the Parties shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to the Parties. If the Claim cannot be settled through negotiation within a period of seven (7) days, the Parties agree to attempt in good faith to settle the Claim through mediation, administered by a mediator mutually agreeable to the Parties, before resorting to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified within a period of thirty (30) days, then upon notice by either Party to the other they shall commence arbitration as set forth below.

b. The Parties agree to submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are available at: http://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California, selected pursuant to the JAMS rules. The Parties expressly agree that any arbitration shall be conducted in Each Party understands and agrees that by signing this Agreement, such Party is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either Party may apply to the Superior Courts located in Los Angeles County, California for a provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction. The application for or enforcement of any provisional remedy by a Party shall not operate as a waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event shall a Claim be adjudicated in Federal District Court. In the event that either Party commences a Claim in Federal District Court or moves to remove such action to Federal District Court, the Parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the prevailing Party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator’s decision shall be final and binding upon the Parties. The arbitrator’s decision shall include the arbitrator’s findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration proceedings. The prevailing Party may submit the arbitrator’s decision to Superior Courts located in Los Angeles County for an entry of judgment thereon.

10. Miscellaneous .

a. This Agreement is intended by the Parties as the final expression of their Agreement and understanding with respect to the subject matter hereof, and as a complete and exclusive statement of the provisions thereof. This Agreement supersedes any and all prior or contemporaneous agreements and understandings.

b. The Parties hereto shall execute any further documents reasonably necessary to effectuate the terms of this Agreement.

c. Each Party hereto acknowledges and agrees that no Party hereto, nor any Representative for such Party, has made any promise, representation or warranty, express, implied or statutory, not contained herein concerning the subject matter hereof to induce the other to execute this agreement.

d. Each Party has read and understands this Agreement and mutually warrants and represents that each has been given the opportunity to be represented by independent counsel of his/her own choice in the negotiation and execution of this Agreement, that each Party hereto is fully informed as to each and every matter contained herein and that this agreement is executed voluntarily and without duress or undue influence on the part or on behalf of any Party hereto.

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IN WITNESS WHEREOF, the Parties have executed this agreement as of the day and year first above written.

EXHIBIT A

LOAN DOCUMENTS

EXHIBIT B

ASSET PURCHASE AGREEMENT

EXHIBIT C

SD LEASE ASSIGNMENT

EXHIBIT D

NMG SD OPERATING AGREEMENT

EXHIBIT E

LITIGATION LOAN AGREEMENT

EXHIBIT 10.2

AMENDED AND RESTATED

SETTLEMENT AND RELEASE AGREEMENT

This amended and restated settlement and release agreement (this “ Agreement ”) is made and entered into as of June 28, 2019, by and between Body and Mind Inc., a Nevada corporation (“ BaM ”), BAM’s subsidiaries, NMG Long Beach, LLC, a California limited liability company (“ NMG LB ”) and NMG San Diego, LLC, a California limited liability company (“ NMG SD ”) on one hand, and Green Light District Holdings, Inc., a Delaware corporation (“ GLDH ”), The Airport Collective Inc., a California non-profit mutual benefit corporation (“ Airport ”), David Barakett, an individual (“ Mr. Barakett ”) (GLDH, Airport, and Mr., Barakett shall collectively be referred to as, the “ Barakett Parties ”) and SGSD, LLC, a Nevada limited liability company (“ SGSD ”) on the other hand. Collectively, the aforementioned Parties shall be referred to herein as the “ Parties ” or individually as a “ Party .”

WHEREAS, the Parties previously entered into a Settlement and Release Agreement on June 19, 2019 (the “ Original Settlement ”) wherein SGSD was required to deliver certain executed transaction documents contemporaneously upon execution of the Original Settlement (the “ Transaction Documents ”);

WHEREAS, while the Original Settlement was signed by all Parties, all of the Transaction Documents were not delivered contemporaneously with the execution of the Original Settlement;

WHEREAS, the Parties desire to enter into this Agreement which shall supersede and replace the Original Settlement.

WHEREAS, all of the Transaction Documents executed in connection with the Original Settlement shall remain effective in accordance with the terms and conditions therein and shall be re-delivered upon execution of this Agreement;

WHEREAS, any undelivered Transaction Documents shall be delivered upon the execution of this Agreement;

WHEREAS, BaM, GLDH and Mr. Barakett previously entered into a Binding Interim Agreement dated November 28, 2018 (as amended from time to time, collectively with the documents and agreements referenced therein, or delivered in connection therewith, the “ Existing Agreement ”);

WHEREAS, BaM, GLDH and Mr. Barakett desire to restructure the Existing Agreement and enter into a mutual release of any and all claims related to the Existing Agreement;

WHEREAS, as part of this Agreement, the Parties desire to enter into various other Agreements contemporaneous herewith as set forth herein, which shall replace and supersede the Existing Agreement; and

NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is hereby agreed as follows:

1. Amending Original Settlement . This Agreement shall supersede and replace the Original Settlement agreement in its entirety. The Transaction Documents executed and delivered contemporaneously with the Original Settlement shall remain effective in accordance with the terms and conditions of such Transaction Documents.

2. Transaction Documents . As part of the Original Settlement, the Parties (as applicable) contemporaneously entered into/delivered some, but not all of the required Transaction Documents as follows:

a. Amended and Restated Convertible Note and General Security Agreement . In connection with the Original Settlement, BaM and the Barakett Parties have entered into the loan documents attached hereto as Exhibit A (the “ Loan Documents ”) and such Loan Documents remain effective and shall be re-delivered upon execution of this Agreement;

b. Airport Collective Asset Purchase Agreement . In connection with the Original Settlement, Airport and NMG LB have entered into the Asset Purchase Agreement (and all accompanying Schedules thereto) attached hereto as Exhibit B (the “ Asset Purchase Agreement ”) and such Asset Purchase Agreement remains effective and shall be re-delivered upon execution of this Agreement;

c. San Diego Lease Assignment Agreement . In connection with the Original Settlement, SGSD has delivered the executed First Amendment and Assignment Agreement attached hereto as Exhibit C (the “ SD Lease Assignment ”) and shall re-deliver the executed SD Lease Assignment upon execution of this Agreement;

d. San Diego Operating Agreement . In connection with the Original Settlement, SGSD failed to deliver the executed operating agreement for BaM’s subsidiary, NMG San Diego, LLC (the “ NMG Operating Agreement ”). In connection with this Agreement, SGSD has contemporaneously delivered a copy of the executed NMG Operating Agreement attached hereto as Exhibit D ; and

e. Litigation Loan . In connection with the Original Settlement, BAM and the Barakett Parties have entered into the Litigation Loan Agreement attached hereto as Exhibit E (the “ Litigation Loan Agreement ”) and such Litigation Loan Agreement remains effective and shall re-delivered upon execution of this Agreement.

3. Consideration . As consideration for the SD Lease Assignment set forth in 1(c) of this Agreement, BaM shall issue up to three (3) payments of shares as follows:

a. Payment 1 . The first payment shall be Five Hundred Thousand Dollars ($500,000.00) of vested BaM shares calculated upon execution of this Agreement at the maximum discount allowed by the Canadian Stock Exchange (the “ Payment 1 Shares ”). Within three (3) days following the execution of this Agreement, the Payment 1 Shares shall be issued to SGSD and shall be provided to the following SGSD Members: (i) Sean Orlando as to Fifty Eight Thousand Eight Hundred Twenty Five Dollars ($58,825.00) of the Payment 1 Shares; and (ii) Milad Arab as to Four Hundred and Forty One Thousand One Hundred Seventy Six Thousand Dollars ($441,176.00) of the Payment 1 Shares, both subject to the mandatory six (6) month exchange holding period.

b. Payment 2 . The second payment of shares shall be to Mr. Barakett or his designee and shall be contingent on NMG SD receiving its medical commercial cannabis retail license at 7625 Carroll Road, San Diego, California 92121 (the “ SD Location ”). Subject to the Share Payment Reduction set forth in Section 2(d) of this Agreement, Seven Hundred and Fifty Thousand Dollars ($750,000.00) of BAM common shares at a price of $0.7439 CAD per share and an exchange rate of 1.3296 (the “ Exchange Rate ”) as agreed by the Parties (the “ Share Value Calculation ”) for a total possible payment of One Million Three Hundred and Forty Thousand Five Hundred Two (1,340,502) BaM shares (the “ Payment 2 Shares ”) shall be disbursed to Mr. Barakett or his designee only following NMG SD receiving all licenses, permits, and authorizations required for NMG SD to conduct medical commercial cannabis retail operations at the SD Location (the “ SD Medical Licenses ”). In addition to being subject to the reduction set forth in Section 3(d), the Payment 2 Shares shall be subject to the mandatory six (6) month exchange holding period.

c. Payment 3 . The third payment of shares shall be to Mr. Barakett or his designee and shall be contingent on NMG SD receiving its adult-use commercial cannabis retail license at the SD Location. Subject to the Share Payment Reductions set forth in Section 2(d) of this Agreement, Seven Hundred and Fifty Thousand Dollars ($750,000.00) of BaM common shares at the Share Value Calculation for a total possible payment of One Million Three Hundred and Forty Thousand Five Hundred Two (1,340,502) BaM shares (the “ Payment 3 Shares ”) shall be disbursed to Mr. Barakett or his designee only following NMG SD receiving all licenses, permits, and authorizations required for NMG SD to conduct adult-use commercial cannabis retail operations at the SD Location (the “ SD Adult-use Licenses ”). In addition to being subject to the Share Payment Reduction set forth in Section 3(d), the Payment 3 Shares shall be subject to the mandatory six (6) month exchange holding period.

d. Share Payment Reductions . Subject to Section 3(e) of this Agreement, Mr. Barakett has agreed to pay BaM forty percent (40%) of the “Start-up Costs” as defined herein (the “ Barakett Allocation ”). For the purposes of this Agreement, the “Start-up Costs” include all costs associated with NMG SD establishing commercial cannabis retail operations at the SD Location (the “ SD Premises ”) inclusive of: (i) the costs associated with becoming a tenant at the SD Premises, including but not limited to, the costs set forth in the SD Lease Assignment; and (ii) all construction costs associated with building out the SD Location for the Company’s operations (the “ Start-up Costs ”). Prior to any payment of the Payment 2 Shares or the Payment 3 Shares, NMG shall provide Mr. Barakett with written documentation detailing the Start-up Costs and Mr. Barakett shall have seven (7) business days from: (a) the date NMG SD receives the SD Medical Licenses; or (b) the date NMG SD receives the SD Adult-use Licenses, whichever is earlier (the “ Allocation Payment Deadline ”) to pay BaM the Barakett Allocation. Notwithstanding the foregoing, under no circumstances may the Allocation Payment Deadline occur prior to the earlier of: (y) the free trading of the NMG LB Share Payment associated with the Asset Purchase Agreement; or (z) the date that is six (6) months and ten (10) days from the Effective Date. Notwithstanding any provision in this Agreement or the Transaction Documents to the contrary, in the event Mr. Barakett fails to pay any portion of the Barakett Allocation amount prior to the Allocation Payment Deadline, the Payment 2 Shares and/or the Payment 3 Shares (as applicable) shall be reduced based on any unpaid portion of the Barakett Allocation. BaM shall have the ability to offset the Payment 2 Shares and/or the Payment 3 Shares at its sole and exclusive discretion. For the purpose of this offsetting only, BaM shall utilize a share value calculation equal to the CSE listed 5-day VWAP of the BaM shares, as applicable, on the trading day immediately prior to the Allocation Payment Deadline. In no event shall such calculation be lower than $0.74 (CAD) per share and or higher than $1.07 (CAD) per share (the “ Offsetting Calculation ”):

i.

Example : For the purpose of example, if the Start-up Costs equal Three Million Dollars ($3,000,000.00) and NMG SD receives either its SD Medical Licenses (prior to receiving its SD Adult-use Licenses) on August 1, 2019, Mr. Barakett shall have until August 9, 2019 to pay BaM One Million Two Hundred Thousand Dollars ($1,200,000.00 US) (i.e. the Barakett Allocation). If Mr. Barakett fails to pay the entire Barakett Allocation, and if the CSE listed 5-day VWAP of the BaM shares on August 8, 2019 is $1.10 (CAD) per share, BaM shall reduce the Payment 2 Shares and Payment 3 Shares as follows:

	A.	In accordance with this Agreement, the total possible Payment 2 Shares and Payment 3 equals two million six hundred eighty one thousand four (2,681,004) shares;
	B.	The two million six hundred eighty one thousand four (2,681,004) shares at a per share calculation of $1.07 (CAD) equals Two Million Eight Hundred Sixty Eight Thousand Six Hundred Seventy Four Dollars and 28/100 ($2,868,674.28 CAD);
	C.	The Two Million Eight Hundred Sixty Eight Thousand Six Hundred Seventy Four Dollars and 28/100 ($2,868,674.28 CAD) is divided by the Exchange Rate, which equals Two Million One Hundred Fifty Seven Thousand Five Hundred Forty Six Dollars and 84/100 ($2,157,546.84 US);
	D.	The Barakett Allocation of One Million Two Hundred Thousand Dollars ($1,200,000.00) would be deducted from that Two Million One Hundred Fifty Seven Thousand Five Hundred Forty Six Dollars and 84/100 ($2,157,546.84 US) resulting in the remaining amount of Nine Hundred Fifty Seven Thousand Five Hundred Forty Six Dollars and 84/100 ($957,546.84 US);
	E.	That remaining amount of Nine Hundred Fifty Seven Thousand Five Hundred Forty Six Dollars and 84/100 ($957,546.84 US) would be multiplied by the Exchange Rate equaling One Million Two Hundred Seventy Three Thousand One Hundred Fifty Four Dollars and 28/100 ($1,273,154.28 CAD); and

F.

That One Million Two Hundred Seventy Three Thousand One Hundred Fifty Four Dollars and 28/100 ($1,273,154.28 CAD) would be divided by the per share calculation price of $1.07 CAD for a total share payment to Mr. Barakett of one million one hundred eighty nine thousand eight hundred sixty three (1,189,863) shares resulting in zero (0) Payment 2 Shares and the Payment 3 Shares being reduced by one hundred fifty thousand six hundred thirty nine (150,639) shares. The reduced Payment 3 Shares only to be paid out in accordance with the terms and conditions of this Agreement.

e. Amended Operating Agreement Exception . In the event the Members of NMG SD enter into an amended and restated operating agreement that would result in the Barakett Allocation being paid by SJJR, LLC or its affiliates, subsidiaries or successors, prior to the Allocation Payment Deadline, then the holdback set forth in Section 3(d) of this Agreement shall not apply.

f. Failure to Obtain Retail Licenses . In the event NMG SD is unable, through no fault of the Barakett Parties, to receive its medical commercial cannabis retail license or its adult-use commercial cannabis retail license at the SD Location in accordance with the terms and conditions of this Agreement, NMG SD and BaM shall utilize best efforts to negotiate in good faith an amendment to this Agreement satisfactory to all Parties.

4. Payment for Legal Expenses . Within ten (10) days following the execution of this Agreement, BaM shall pay the legal and consulting expenses incurred by the Barakett Parties for the benefit of BaM and otherwise in facilitating this Agreement and the transactions contemplated hereby in an amount of $90,500, which represents the legal fees ($73,000), consulting fees ($17,500), and costs incurred since November 28, 2018 and unrelated to the litigation expenses to be covered by the Litigation Loan Agreement. If requested by BaM, the Barakett Parties shall cause counsel and consultants for the Barakett Parties to provide itemized invoices detailing the work performed and costs incurred for the benefit of BaM.

5. Final Agreement . This Agreement and the Transaction Documents represent the entire agreement between the Parties. This Agreement and the Transaction Documents shall supersede and replace the Existing Agreements and any other Agreement between the Parties, verbal or otherwise.

6. Releases .

a. Barakett Parties’ Release . Upon Closing of the Asset Purchase Agreement, the Barakett Parties and their successors, related entities, representatives, assigns, agents, shareholders, members, directors, managers, officers employees, and attorneys (“ Representatives ”), and each of them, hereby releases and forever discharges BaM and the Shareholders and their respective Representatives, and each of them, of and from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action (“ Claims ”), in any way related to the Existing Agreement, known and unknown, which they or any person claiming or purporting to claim through him now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold, by reason of any matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done prior to the date hereof.

b. BaM’s Release . Except as expressly provided to the contrary herein, upon Closing of the Asset Purchase Agreement, BaM and its Representatives, and each of them, hereby release and forever discharge the Barakett Parties and their respective Representatives, and each of them, of and from any and all Claims related to the Existing Agreement, known and unknown, which they or any person claiming or purporting to claim through them now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold, by reason of any matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done prior to the date hereof.

c. SGSD’s Release . Upon Payment of the Payment 1 Shares to SGSD, SGSD and its Representatives and each of them, hereby releases and forever discharges NMG LB, NMG SD, BaM and the Shareholders and their respective Representatives, and each of them, of and from any and all Claims, in any way related to the SD Lease Assignment, known and unknown, which they or any person claiming or purporting to claim through him now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold, by reason of any matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done prior to the date hereof.

7. Full and Final Accord . The Parties hereto intend this Agreement to be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. The Parties hereby acknowledge that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her, must have materially affected his or her settlement with the debtor.”

Each Party to this Agreement waives and relinquishes any right and benefit which they have or may have under Section 1542 to the full extent that they may lawfully waive all such rights and benefits pertaining to the subject matter hereof.

8. Indemnification . Each Party agrees to indemnify and hold harmless the other Parties, and any of their Representatives, against any Claim related to the Existing Agreement (including the payment of attorneys’ fees and costs incurred, whether or not litigation to be commenced) by any person or entity that is not a party to this Agreement, which is inconsistent with this Agreement. In addition to and in no way limiting the indemnification provisions set forth in the Asset Purchase Agreement, the Parties agree that in the event the Business (as defined in the Asset Purchase Agreement) has additional liabilities not disclosed on the Transition Date (as defined in the Asset Purchase Agreement), for which BAM or its affiliates and subsidiaries are required to pay, BAM or its affiliates and subsidiaries shall have the sole option to offset any consideration owed to the Barakett Parties pursuant to the Transaction Documents by the amount of such liabilities.

9. No Litigation . Each Party agree to forever refrain and forebear from commencing, instituting or prosecuting any lawsuits, actions or other proceedings based on, arising out of or in connection with any Claim being released hereunder; and to cause to be dismissed, with prejudice, any lawsuits, actions or other proceedings that are subject to release and discharge by virtue of this Agreement.

10. Jurisdiction and Disputes . This Agreement shall be governed and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.

a. In the event of any claim arising out of or relating to any performance required under this Agreement, or the interpretation, validity or enforceability hereof (each, a “ Claim ”), the Parties shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to the Parties. If the Claim cannot be settled through negotiation within a period of seven (7) days, the Parties agree to attempt in good faith to settle the Claim through mediation, administered by a mediator mutually agreeable to the Parties, before resorting to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified within a period of thirty (30) days, then upon notice by either Party to the other they shall commence arbitration as set forth below.

b. The Parties agree to submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are available at: http://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California, selected pursuant to the JAMS rules. The Parties expressly agree that any arbitration shall be conducted in Each Party understands and agrees that by signing this Agreement, such Party is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either Party may apply to the Superior Courts located in Los Angeles County, California for a provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction. The application for or enforcement of any provisional remedy by a Party shall not operate as a waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event shall a Claim be adjudicated in Federal District Court. In the event that either Party commences a Claim in Federal District Court or moves to remove such action to Federal District Court, the Parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the prevailing Party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator’s decision shall be final and binding upon the Parties. The arbitrator’s decision shall include the arbitrator’s findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration proceedings. The prevailing Party may submit the arbitrator’s decision to Superior Courts located in Los Angeles County for an entry of judgment thereon.

11. Miscellaneous .

a. This Agreement is intended by the Parties as the final expression of their Agreement and understanding with respect to the subject matter hereof, and as a complete and exclusive statement of the provisions thereof. This Agreement supersedes any and all prior or contemporaneous agreements and understandings.

b. The Parties hereto shall execute any further documents reasonably necessary to effectuate the terms of this Agreement.

c. Each Party hereto acknowledges and agrees that no Party hereto, nor any Representative for such Party, has made any promise, representation or warranty, express, implied or statutory, not contained herein concerning the subject matter hereof to induce the other to execute this agreement.

d. Each Party has read and understands this Agreement and mutually warrants and represents that each has been given the opportunity to be represented by independent counsel of his/her own choice in the negotiation and execution of this Agreement, that each Party hereto is fully informed as to each and every matter contained herein and that this agreement is executed voluntarily and without duress or undue influence on the part or on behalf of any Party hereto.

[ signature page to follow ]

IN WITNESS WHEREOF, the Parties have executed this agreement as of the day and year first above written.

Body and Mind Inc. (“ BaM ”)			Green Light District Holdings, Inc. (“ GLDH ”)
By:	/s/ Leonard Clough		By:	/s/ David Barakett
Name:	Leonard Clough		Name:	David Barakett
Title:	Authorized Signatory		Title:	Authorized Signatory
Dated:	June 28, 2019		Dated:	June 28, 2019
The Airport Collective Inc. (“Airport”)			SGSD, LLC (“SGSD”)
By:	/s/ David Barakett		By:	/s/ David Barakett
Name:	David Barakett		Name:	David Barakett
Title:	Authorized Signatory		Title:	Authorized Signatory
Dated:	June 28, 2019		Dated:	June 28, 2019
			David Barakett (“Barakett”)
			/s/ David Barakett
			Name:	David Barakett
			Dated:	June 28, 2019

EXHIBIT A

LOAN DOCUMENTS

EXHIBIT B

ASSET PURCHASE AGREEMENT

EXHIBIT C

SD LEASE ASSIGNMENT

EXHIBIT D

NMG SD OPERATING AGREEMENT

EXHIBIT E

LITIGATION LOAN AGREEMENT

EXHIBIT 10.3

LOAN AGREEMENT

This amended loan agreement (this “ Agreement ”) is made and entered into as of June 19, 2019 (the “ Effective Date ”), by and between Green Light District Holdings, Inc., a Delaware Corporation (the “ GLDH ”) and Body and Mind Inc., a Nevada corporation (the “ Lender ”) (collectively, the “ Parties ”).

WHEREAS, the Parties previously entered into certain binding interim agreement dated November 28, 2018 (the “ Prior Agreement ” attached hereto as Exhibit D ), wherein GLDH issued certain senior secured convertible notes to the Lender in the amount of Five Million Two Hundred Thousand Dollars ($5,200,000.00) for an aggregate purchase price of Five Million Two Hundred Thousand Dollars ($5,200,000.00) (the “ Convertible Note Amount ”);

WHEREAS, the Prior Agreement was secured by a security agreement dated November 28, 2018 (the “ Prior Security Agreement ” attached hereto as Exhibit E );

WHEREAS, in the connection with the Master Settlement and Release Agreement entered into contemporaneously herewith (the “ Settlement Agreement ”), the Parties desire to enter into Loan Documents (as defined herein) setting forth the Parties’ rights and responsibilities with respect to the Convertible Note Amount and superseding and replacing the Prior Agreement and the Prior Security Agreement;

WHEREAS, as part of the Settlement Agreement, Lender requires the execution of the Loan Documents (as defined below) in order to secure GLDH’s obligations with respect to the repayment of the Convertible Note Amount (as defined herein); and

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereto agree as follows:

1. Loan .

(a) Convertible Note . On November 28, 2018, Lender provided GLDH with one hundred percent (100%) of the Convertible Note Amount, as evidenced by a senior secured convertible promissory note, a copy of which is attached hereto as Exhibit A (the “ Convertible Note ”), duly executed by GLDH and dated as of the date hereof. The terms and conditions set forth in the Loan Documents shall supersede and replace the Prior Agreement and Prior Security Agreement memorializing the Parties’ agreement as to the rights and responsibilities with respect to the Convertible Note Amount. The Convertible Note Amount is not revolving in nature and may not be repaid and reborrowed. Interest on the outstanding Convertible Note from time to time shall accrue from the date hereof until repaid in full at an annual rate equal to twenty percent (20%), compounded annually. Interest on the Convertible Note Amount shall be computed on the basis of a three hundred and sixty-five (365) day year and the actual number of days elapsed in the period during which such interest accrues. Interest on the Convertible Note shall be due and payable on the Maturity Date as set forth in Section 2 .

Loan Agreement

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(b) Loan Documents . The following instruments, together with this Agreement and the Convertible Note, shall collectively be referred to as the “ Loan Documents ”. The Loan Documents are hereby incorporated by reference.

(i) The performance of GLDH of their obligations under this Agreement and the Convertible Note shall be guaranteed by GLDH and Airport Collective Inc., a California non-profit mutual benefit corporation (“ Airport ”) (GLDH and Airport shall collectively be referred to as, the “ Guarantors ”), pursuant to that certain guaranty agreement by and between the Guarantors and Lender dated as of the date hereof and in the form attached hereto as Exhibit B (the “ Guaranty ”).

(ii) The performance of GLDH of their obligations under this Agreement and the Convertible Note shall be secured by a certain security agreement by and between GLDH, Airport and the Lender, whereby GLDH and Airport shall grant to Lender, a security interest in certain collateral, dated as of the date hereof and in the form attached hereto as Exhibit C (the “ Security Agreement ”).

2. Payment Terms .

(a) Payment at Maturity . Notwithstanding anything to the contrary contained herein, the principal amount of the Loan and all interest accrued thereon will be due and payable on the thirty-six (36) month anniversary of the Effective Date (the “ Maturity Date ”). In the event the Asset Purchase Agreement entered into between Lender and Airport contemporaneously herewith has not closed prior to the Maturity Date, the Maturity Date shall automatically be extended for an additional one (1) year period.

(b) Place of Payment . All payments to be made to the Lender shall be made in the lawful money of the United States in immediately available funds. Payments of principal and interest shall be delivered to the Lender at the address of Lender set forth in Section 10 hereof or to such other address as specified by the Lender to GLDH by prior written notice.

(c) Prepayment . GLDH shall not be permitted to pre-pay the amount owed in connection with these Loan Documents prior to the Maturity Date without first obtaining the prior written consent of Lender.

(d) Withholding Taxes . If any withholding taxes are or become payable in respect of principal, interest or any other amount payable by GLDH under this Agreement or the Convertible Note, (i) all such amounts payable by GLDH shall be increased by the amount of the withholding taxes, (ii) GLDH shall make such additions, (iii) GLDH shall pay the full amount required to be paid to the relevant taxing authority or other authority in accordance with applicable law, and (iv) GLDH and Lender shall cooperate and use commercially reasonable efforts to obtain a refund of any such withholding taxes, and all amounts received in connection therewith shall be paid to GLDH.

Loan Agreement 

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3. Events of Default .

(a) Definition . For purposes of this Agreement, an “ Event of Default ” shall be deemed to have occurred if:

(i) GLDH fails to pay the Loan Amount, plus all accrued interest thereon, to the Lender on or prior to the Maturity Date;

(ii) GLDH fails to perform or observe any covenant set forth in Section 4 ;

(iii) GLDH shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (B) admit in writing its inability, or be generally unable, to pay its debts as they become due, (C) make a general assignment for the benefit of creditors, (D) commence a voluntary case under any state or federal bankruptcy or receivership laws (as now or hereafter in effect), (E) file a petition seeking to take advantage of any other law providing for the relief of debtors, (F) acquiesce to any petition filed against it in any involuntary case under such bankruptcy laws, or (G) take any action for the purpose of effecting any of the foregoing;

(iv) any lien created hereunder or provided for under any Loan Document for any reason ceases to be or is not a valid and perfected lien having a first priority interest; or

(v) termination or breach by GLDH or the Guarantors of any of the Loan Documents (other than this Agreement) or if GLDH, the Guarantors or any other party attempts to terminate, challenges the validity of, or its liability under, any Loan Document.

(b) Extension . GLDH hereby expressly agrees that this Agreement, or any payment hereunder, may be extended from time to time and that the Lender may accept security for this Agreement or release security for this Agreement, all without in any way affecting the liability of GLDH hereunder.

4. Covenants .

(a) Until the Maturity Date, and thereafter until payment in full of the Convertible Note Amount and all accrued interest thereon, GLDH agrees that they shall, unless Lender shall otherwise consent in writing:

(i) take any action as reasonably requested by Lender to carry out the intent of the Loan Documents, within a reasonable amount of time.

(ii) assist Lender in perfecting and protecting its security interests and liens under the Loan Documents and reimburse Lender for related costs it reasonably incurs to protect its security interests and liens;

(iii) promptly upon knowledge thereof, provide Lender notice of any material loss of, or damage to, any of the Collateral under the Loan Documents, or of any material adverse change in any of the Collateral.

Loan Agreement 

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(b) Until the Maturity Date, and thereafter until payment in full of the Convertible Note, GLDH agrees that it shall not, unless Lender shall otherwise consent in writing:

(i) create, incur, assume or in any manner become liable in respect of (including, without limitation, through assumption, endorsement or guaranty), or suffer to exist any indebtedness other than the Loan;

(ii) create, incur or suffer to exist any lien on any of its assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, other than liens in connection with the Loan.

5. Rights and Remedies .

(a) Upon the occurrence of an Event of Default for a period of time in excess of sixty (60) days (the “ Cure Period ”), the Lender may, in addition to any other rights or remedies provided for hereunder or by applicable law, do any one or more of the following:

(i) declare all or any portion of the principal of, and any and all accrued and unpaid interest on, the Loan to be immediately due and payable, whereupon the same shall become and be immediately due and payable and GLDH shall be obligated to repay all of such obligations in full, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by GLDH;

(ii) terminate this Agreement or any of the other Loan Documents as to any future liability or obligation of the Lender; and

(iii) exercise all other rights and remedies available to Lender under the Loan Documents or under applicable law, or in equity.

(b) The rights and remedies of the Lender under this Agreement and the other Loan Documents shall be cumulative. The Lender shall have all other rights and remedies as provided under applicable law or in equity. No exercise by the Lender of one right or remedy shall be deemed an election, and no waiver by the Lender of any Event of Default shall be deemed a continuing waiver. No delay by the Lender in enforcing any rights hereunder shall constitute a waiver, election or acquiescence by it in the absence of a written waiver signed by the Lender.

6. Amendment and Waiver . Except as otherwise expressly provided herein, the provisions of this Agreement may be amended only with the prior written consent of the Lender and GLDH.

7. No Assignment or Transfer . Neither party may sell, assign, transfer, pledge, hypothecate, mortgage or otherwise encumber this Agreement or any of its rights or obligations hereunder or herein without the prior written consent of the other party, which shall not be unreasonably withheld. This agreement is binding on GLDH’ and Lender’s successors and assignees.

Loan Agreement 

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8. Fees and Expenses . Each party shall pay any and all fees, costs and expenses, including attorneys’ fees, incurred by the party in connection with this Agreement and the Convertible Note and the negotiation, execution and performance hereof; provided that GLDH shall bear and pay all fees, costs and expenses, including attorneys’ fees, incurred by Lender in (i) the collection of any amounts owed under this Agreement or any other Loan Document, or (iii) the enforcement of this Agreement or any other Loan Document.

9. Notices . All notices, requests and other communications made or given in connection with this Loan Agreement or any other Loan Document shall be in writing and, unless receipt is stated herein to be required, shall be deemed to have been validly given if delivered personally to the party that is to be addressed, or by reputable overnight carrier, or registered or certified mail, return receipt requested, or by e-mail or telecopy with the original forwarded by first-class mail, in all cases, with charges prepaid.

10. Governing Law .

(a) All questions concerning the construction, validity and interpretation of this agreement will be governed by and construed in accordance with the domestic laws of the state of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the state of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of California.

(b) Each party irrevocably waives all rights to a trial by jury in any suit, action, or other proceeding instituted by or against such party in respect of its obligations hereunder or the transactions contemplated hereby.

(c) It is the intention of the parties to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this agreement shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. The aggregate of all interest (whether designated as interest, service charges, points, or otherwise) contracted for, chargeable, or receivable under this agreement shall under no circumstances exceed the maximum legal rate upon the unpaid principal balance of this agreement remaining unpaid from time to time. If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to the borrower or credited on the principal amount of this agreement, or if this agreement has been repaid, then such excess shall be rebated to GLDH.

(d) Each party hereto hereby irrevocably and exclusively submits itself to the jurisdiction of the state courts of the state of California located in the County of Los Angeles, for the purposes of any suit, action or other proceeding arising out of or based upon this agreement, the subject matter hereof or any other loan document. In no event shall a claim be adjudicated in Federal District Court. In the event that either party commences a claim in Federal District Court or moves to remove such action to Federal District Court, the parties hereby mutually agree to stipulate to a dismissal of such federal claim with prejudice. Each party, to the extent permitted by applicable law, hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this agreement or the subject matter hereof or any other loan document may not be enforced in or by such court. Each party agrees that its submission to jurisdiction is made for the express benefit of the other party. Final judgment against a party in any such action, suit or proceeding shall be conclusive, and may be enforced in any other jurisdiction (a) by suit, action or proceeding on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of indebtedness or liability of the obligor therein described or (b) in any other manner provided by or pursuant to the laws of such other jurisdiction.

Loan Agreement 

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11. Indemnification . GLDH agree to indemnify, defend and hold the Lender harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “ Claims ”) claimed or asserted by any other party in connection with the making of the Loan or the repayment or collection thereof; and (b) all losses or expenses in any way suffered, incurred, or paid by the Lender as a result of, following from or arising from the making of the Loan or the repayment or collection thereof (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by the Lender’s gross negligence or willful misconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction.

12. Waiver of Presentment, Demand and Dishonor . GLDH hereby waive presentment for payment, protest, demand, notice of protest, notice of nonpayment and diligence with respect to this Agreement, and waive and renounce all rights to the benefits of any statute of limitations or any moratorium, appraisement, exemption, or homestead now provided or that hereafter may be provided by any federal or applicable state statute, including but not limited to exemptions provided by or allowed under the United States Bankruptcy Code, both as to itself and as to all of its property, whether real or personal, against the enforcement and collection of the amounts owned under this agreement and any and all extensions, renewals, and modifications hereof.

13. Business Days . If any payment is due, or any time period for giving notice or taking action expires, on a day which is a Saturday, Sunday, or legal holiday in the state of California, the payment shall be due and payable on, and the time period shall automatically be extended to, the next business day immediately following such Saturday, Sunday, or legal holiday, and interest shall continue to accrue at the required rate hereunder until any such payment is made.

14. Binding Effect . This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

15. Severability . The provisions of this Agreement and the promissory note are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

16. Integration . This Agreement, the Convertible Note, the Guaranty and any exhibits and schedules attached hereto or thereto (the “ Loan Documents ”) contain the entire instrument governing the parties with respect to the subject matter hereof and supersedes all prior instruments or understandings, written or oral, in respect thereof.

17. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile transaction), all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

Loan Agreement 

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

Loan Agreement 

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EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (II) EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE AVAILABLE.

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

$5,200,000

June 19, 2019

Green Light District Holdings, Inc., a Delaware corporation (the “ Company ”), for value received, hereby promises to pay to Body and Mind, Inc., a Nevada corporation (“ Holder ”), the aggregate principal sum of Five Million Two Hundred Thousand Dollars ($5,200,000.00). This Senior Secured Convertible Promissory Note (this “ Note ”) is secured by that certain Guaranty Agreement and Security Agreement executed contemporaneously herewith, by and among the Company, the Holders, and the Guarantor, Airport Collective Inc., a California non-profit mutual benefit corporation (“Guarantor”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Security Agreement.

1. Commitments . Subject to the terms and conditions set forth herein, Holder has made a loan to the Company in the amount of Five Million Two Hundred Thousand Dollars ($5,200,000.00).

2. Payments; Maturity Date . If not converted in accordance with Section 4 of this Note, and notwithstanding anything to the contrary herein, the principal amount of and accrued interest under this Note, as set forth below, shall be due and payable on the Maturity Date as defined in the Loan Agreement (the “ Maturity Date ”). The Company shall not prepay, in whole or in part, any principal or accrued interest due under this Note without the prior written consent of the Holder.

3. Interest . The principal amount under this Note shall accrue interest at the rate of twenty percent (20%) per annum (the “ Interest Rate ”) on the principal amount hereunder, together with interest accrued thereon, compounding monthly, during the period beginning on the date of issuance of this Note and ending on the earlier of (i) the Maturity Date or (ii) the date on which this Note is converted pursuant to Section 4. The interest shall be payable in cash (unless converted) on the outstanding principal balance of this Note calculated on the basis of a 365-day year and the actual number of days elapsed at the rate equal to the Interest Rate. Anything herein to the contrary notwithstanding, if during any period for which interest is computed hereunder, the amount of interest computed on the basis provided for in this Note, together with all fees, charges and other payments which are treated as interest under applicable law, as provided for herein or in any other document executed in connection herewith, would exceed the amount of such interest computed on the basis of the Highest Lawful Rate, then the Company shall not be obligated to pay, and Holders shall not be entitled to charge, collect, receive, reserve or take, interest in excess of the Highest Lawful Rate, and during any such period the interest payable hereunder shall be computed on the basis of the Highest Lawful Rate. As used herein, “ Highest Lawful Rate ” shall mean the maximum non-usurious rate of interest, as in effect from time to time, which may be charged, contracted for, reserved, received or collected by the Holders in connection with this Note under applicable law.

Exhibit A: Note

1

4. Conversion Option . At Holder’s sole and exclusive discretion, the Principal amount and all accrued interest hereunder shall be convertible into shares of the Company equal to or greater than 89.75% of the total issued and outstanding shares of the Company.

5. Representations and Warranties of the Company . In order to induce the Holders to enter into the Transaction Documents and provide loans to the Company under this Note, the Company has made representations and warranties to the Holders as set forth in the Security Agreement.

6. General Provisions .

6.1. Assignment . Neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, by either party, except as provided for in the Security Agreement or with the prior written consent of the non-assigning party. The rights and obligations of the Company and the Holders shall be binding upon and benefit the successors, assigns, heirs, administrators, and transferees of the parties.

6.2. Waiver and Amendment . Any provision of this Note may be amended, waived, or modified only by the written consent of the Company and the Holders.

6.3. Treatment of Note . To the extent permitted by generally accepted accounting principles, the Company will treat, account, and report this Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state, or local tax authorities.

6.4. Governing Law . This Note shall be governed by and construed in accordance with the laws of the state of New York, excluding that body of law relating to conflict of laws.

6.5. Heading; References . All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

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Exhibit A: Note 

2

[ SIGNATURE PAGE TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE ]

IN WITNESS WHEREOF, the Company has caused this Note to be issued this 19 day of June, 2019.

	Green Light District Holdings, Inc.
	By:	/s/ David Barakett
	Name:	David Barakett
	Title:	Authorized Signatory

AGREED AND ACKNOWLEDGED BY EACH OF THE HOLDERS AND BODY AND MIND, INC.:

Exhibit A: Note 

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EXHIBIT B

GUARANTY AGREEMENT

This guaranty agreement (this “ Guaranty ”) is made effective as of June 19, 2019 (the “ Effective Date ”) by Green Light District Holdings, Inc., a Delaware Corporation (the “ GLDH ”) and Airport Collective Inc., a California non-profit mutual benefit corporation (“ Airport ”) (GLDH and Airport shall collectively be referred to as, the “ Guarantors ”) in favor of Body and Mind Inc., a Nevada corporation (the “ Lender ”).

WHEREAS, GLDH has entered into a loan agreement, dated as of the date hereof, with Lender (the “ Agreement ”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement) pursuant to which Lender has made a loan to GLDH evidenced by a Convertible Note dated as of the date hereof in the principal amount of Five Million Two Hundred Thousand Dollars ($5,200,000.00);

WHEREAS, it is a condition precedent to entering into the Settlement Agreement that Guarantors shall have executed and delivered this Guaranty; and

NOW, THEREFORE, in consideration of the premises and in order to induce Lender to enter into the Settlement Agreement, the Guarantors hereby agree as follows:

1. Definitions . As used in this Guaranty, capitalized terms not otherwise defined herein have the meanings provided for such terms in the Agreement.

(a) “ Affiliate ” means as to a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by or is under common control with, the Person specified.

(b) “ Guaranteed Obligations ” shall mean, collectively, the Loan Obligations, the obligations arising under the Note and all costs, fees and expenses related thereto, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with the Loan Documents.

(c) “ Lien ” means, with respect to any specified asset, any and all liens, claims, encumbrances, mortgages, options, pledges and security interests thereon.

(d) “ Note ” shall mean that certain Note, dated as of the date hereof, by GLDH in favor of Lender.

(e) “ Person ” shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

(f) “ Loan Documents ” shall mean each of the Loan Documents set forth in the Agreement, including, without limitation this Guaranty.

Exhibit B: Guaranty Agreement

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(g) “ Loan Obligations ” shall mean all obligations of GLDH to Lender under the Loan Documents.

(h) “ Transfer ” means to assign, sell, offer to sell, pledge, dispose of or any other like transfer, directly or indirectly.

2. Guaranty . The Guarantors hereby make the following unconditional and irrevocable guaranty to Lender, guarantying the due and punctual payment to Lender when due, whether by acceleration or otherwise, and performance of the Guaranteed Obligations. The Guarantors agree that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Lender or any other Person upon the insolvency, bankruptcy or reorganization of GLDH.

3. Unconditional Character of Guaranty .

(a) The obligations of the Guarantors under this Guaranty shall be absolute and unconditional, and shall be a guaranty of payment and not of collection, irrespective of the validity, regularity or enforceability of the Loan Documents or any provision thereof, the absence of any action to enforce the same, any waiver or consent with respect to or any amendment of any provision thereof (provided that any amendment of this Guaranty shall be in accordance with the terms hereof), the recovery of any judgment against any person or action to enforce the same, any failure or delay in the enforcement of the obligations of Lender under the Loan Documents, or any setoff, counterclaim, recoupment, limitation, defense or termination whether with or without notice to Guarantors. It is the express purpose and intent of the parties hereto that this Agreement and the Guarantors’ obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

(b) Without limiting the generality of the foregoing, the obligations of the Guarantors under this Guaranty, and the rights of Lender to enforce the same by proceedings, whether by action at law, suit in equity or otherwise, shall not be in any way affected to the extent permitted by applicable law, by (i) any death, insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Guarantors, (ii) the Transfer of all or substantially all of GLDH’ assets to a third party, (iii) any action taken by Lender that is authorized by any provision of this Guaranty, or (iv) any other principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms hereof.

4. Waivers and Acknowledgements .

(a) The Guarantors hereby unconditionally and irrevocably waive any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all presently existing and future Guaranteed Obligations.

Exhibit B: Guaranty Agreement 

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(b) The Guarantors hereby unconditionally and irrevocably waive promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Lender protect, secure, perfect or insure any lien or any property subject thereto.

(c) The Guarantors hereby unconditionally and irrevocably waive any defense based on any right of set-off or recoupment or counterclaim against or in respect of the Guaranteed Obligations.

5. Dissolution, Liquidation or Bankruptcy of GLDH . In the event of either of Guarantor’s dissolution, insolvency or adjudication of bankruptcy or filing of a petition for relief under any present or future provision of the United States Bankruptcy Code, or the filing of such a petition against any Borrower, and in any such proceeding some or all of the Guaranteed Obligations are terminated or rejected, is modified or abrogated or are otherwise avoided for any reason, the Guarantors agree that such liability hereunder shall not thereby be affected or modified and such liability shall continue in full force and effect as if no such event, action or proceeding had occurred. This Guaranty shall continue to be effective or be reinstated, as the case may be, if any payment must be returned by Lender upon the dissolution, insolvency, bankruptcy or reorganization of GLDH, as though such payment had not been made.

6. Default . Any default under, or breach of, this Guaranty by either of the Guarantors shall be considered an “ Event of Default ” hereunder.

7. Assignment . This Guaranty may not be assigned by any party without the prior written consent of Lender, not to be unreasonably withheld.

8. Governing Law . The Parties expressly incorporate the provisions relating to governing law as set forth in paragraph 11 of the Agreement by this reference.

9. Notices . Any notice required by this guaranty or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

10. No Waiver . Lender shall not by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

11. Release . Upon the final payment and discharge in full of all Guaranteed Obligations, Lender shall immediately deliver to the Guarantors, a written release of this Guaranty.

12. Counterparts . This Guaranty may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit B: Guaranty Agreement 

3

13. Headings . The headings and captions of the various subdivisions of this Guaranty are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

14. Severability . In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Guaranty shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Guaranty shall nevertheless remain in full force and effect.

15. Construction . The parties have participated jointly in the negotiation and drafting of this Guaranty. In the event an ambiguity or question of intent or interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Guaranty.

16. Miscellaneous . Should any provision of this Guaranty be determined by a court of competent jurisdiction to be unenforceable, all of the other provisions shall remain effective. This Guaranty, together with the Agreement, the Note, and each of the other Loan Documents, embodies the entire agreement among the parties hereto with respect to the matters set forth herein, and supersedes all prior agreements among the parties with respect to the matters set forth herein. No course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof. There are no conditions to the full effectiveness of this Guaranty.

[ signature page follows ]

Exhibit B: Guaranty Agreement 

4

IN WITNESS WHEREOF, the parties have executed and delivered this Guaranty on the date first above written.

Exhibit B: Guaranty Agreement 

5

EXHIBIT C

SECURITY AGREEMENT

This security agreement (this “ Security Agreement ”) is made effective as of June 19, 2019 (the “ Effective Date ”) by Green Light District Holdings, Inc., a Delaware Corporation (“ GLDH ”) and Airport Collective Inc., a California non-profit mutual benefit corporation (“ Airport ”) (GLDH and Airport shall collectively be referred to as, the “ Guarantors ”) in favor of Body and Mind Inc., a Nevada corporation (the “ Lender ”).

WHEREAS, GLDH has entered into a loan agreement, dated as of the date hereof, with Lender (the “ Agreement ”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement) pursuant to which Lender has made a loan to GLDH evidenced by a Convertible Note dated as of the date hereof in the principal amount of Five Million Two Hundred Thousand Dollars ($5,200,000.00);

WHEREAS, the Guarantors have unconditionally guaranteed the Obligations (as defined herein), pursuant to a certain guaranty agreement, dated as of the date hereof (the “ Guaranty ”);

WHEREAS, Guarantors will receive substantial direct and indirect benefits from the execution, delivery and performance of the obligations under the Settlement Agreement, the Agreement and the other Loan Documents and each is, therefore, willing to enter into this Security Agreement;

WHEREAS, it is a condition precedent to the Settlement Agreement that Guarantors shall have executed and delivered this Security Agreement granting Lender a security interest in the Collateral (as defined herein) in order to secure the Loan Obligations; and

NOW, THEREFORE, in consideration of the promises and in order to induce Lender to enter into the Settlement Agreement, Grantors hereby agree as follows:

1. Grant of Security Interest . As collateral and security for payment in full by the Grantors of all amounts due under the Convertible Note, the Note and all Loan Documents, and all costs, fees and expenses related thereto, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with the Loan Documents (collectively, the “ Obligations ”), each Grantor hereby grant to Lender a security interest in and on all of such Grantor’s right, title, and interest in and to all personal property of such Grantor, wherever located, whether now owned or hereafter acquired, including, without limitation, all of the following (the “Collateral”), as defined in the California Uniform Commercial Code (the “ UCC ”): (a) Accounts; (b) Certificated Securities; (c) Chattel Paper; (d) Commercial Business and Tort Claims; (e) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing; (f) Contract Rights; (g) Deposit Accounts; (h) Documents; (i) Electronic Chattel Paper; (j) Equipment; (k) Financial Assets; (l) Fixtures; (m) General Intangibles, including Payment Intangibles and Software; (n) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor; (o) Instruments; (p) Patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, and all other intellectual property; (q) Inventory; (r) Investment Property; (s) Money (of every jurisdiction whatsoever); (t) Letter-of-Credit Rights; (u) Payment Intangibles; (v) Security Entitlements; (w) Software; (x) Supporting Obligations; (y) Uncertificated Securities; and (z) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, databases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing; and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.

Exhibit C: Security Agreement

1

For purposes of this Security Agreement, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Therefore, if the UCC, at any time, is amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date hereof, then such term, as used herein, shall be given such broadened meaning. If the UCC, at any time, is amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date hereof, such amendment or holding shall be disregarded in defining terms used herein.

Subject to any prior secured interest in the Collateral, the Collateral secures the prompt and complete payment when due of the outstanding principal and interest in accordance with the Loan Documents.

2. Representations and Warranties . Each Grantor represents and warrants to Lender as follows:

(a) The Grantor has full power and authority to execute, deliver, and perform this Security Agreement, which has been duly authorized by all necessary and proper corporate action.

(b) This Security Agreement has been duly executed and delivered, and constitutes the legal, valid, and binding obligation of the Grantor, enforceable in accordance with its terms.

(c) No effective security agreement, financing statement, equivalent security or Lien instrument, or continuation security agreement covering all or any part of the Collateral is on file or of record in any public office.

(d) The Grantor has good title to and is the lawful owner of the Collateral, free from all claims, liens, encumbrances, charges, or security interests whatsoever except as otherwise granted by this Security Agreement.

(e) All of the Equipment and Inventory: (i) were acquired in the Grantor’s ordinary course of business; (ii) are in the Grantor’s exclusive possession and control; (iii) are to be maintained and preserved by the Grantor in the same condition, repair, and working order as when new, ordinary wear and tear excepted; (iv) shall promptly be repaired, replaced, and otherwise improved by the Grantor promptly following any material loss or damage, provided that Lender shall be notified of such material loss or damage; (v) shall be located at the Grantor’s principal place of business; (vi) in the event that the location of the Equipment or Inventory changes, the Grantor shall promptly provide notice to the Lender of such location change; (vii) shall be open to inspection by the Lender during normal business hours; (viii) shall not be sold, assigned, leased, mortgaged, transferred, or otherwise disposed of by the Grantor, except in the ordinary course of business; and (ix) shall not become a part of or to be affixed to any real property of any person.

Exhibit C: Security Agreement 

2

(f) All of the Grantor’s material Related Contracts are in full force and effect, and the Grantor and, to the Grantors’ knowledge, the other contracting parties to each such Related Contract have performed in all material respects their respective obligations under each such Related Contract

(g) This Security Agreement creates a valid Lien and security interest in the Collateral, securing the payment of all amounts due under the Loan, and, upon the filing of the related financing statement(s) in accordance with this Security Agreement, the Lien will be perfected, enforceable in accordance with its terms.

(h) No authorization, approval, or other action by, and no notice to or filing with, any governmental or regulatory agency or authority is required: (i) for the grant by Grantor of the security interest granted hereby; (ii) for the execution, delivery, or performance of this Security Agreement by Grantor; or (iii) for the perfection of or the exercise by Lender of its rights and remedies hereunder.

3. Covenants . Each Grantor expressly covenants and agrees that, until the Obligations are irrevocably satisfied in full or otherwise discharged:

(a) The Grantor shall, at Grantor’s sole expense, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including, without limitation, providing, executing, filing, and/or recording any notice, financing statement, statement, instrument, document, or agreement that the Lender considers necessary to create, preserve, continue, perfect, or validate any security interest granted hereunder or which the Lender considers necessary or desirable to exercise or enforce the Lender’s rights hereunder with respect to such security interest

(b) The Lender is authorized to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of Grantor where permitted by law in a form as determined to be appropriate by Lender. A carbon, photographic, or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Exhibit C: Security Agreement 

3

(c) The Grantor shall keep the Collateral insured for the benefit of the Lender against fire, theft, and such other hazards, and in amounts and with such insurance underwriters, as are prudent and customary in Grantor’s industry

(d) The Grantor shall defend the Collateral against all claims and demands of all persons (other than Lender) claiming an interest therein.

(e) The Grantor shall not sell, assign, convey, grant, create, or suffer to exist any lien, claim, security interest, or encumbrance upon the Collateral in favor of any person other than the Lender.

(f) The Grantor shall not otherwise transfer or dispose of any Collateral (“ Transfer ”), except for a Transfer, other than a security interest, made in the ordinary course of business for reasonably equivalent value.

4. Remedies . Upon the happening of an material breach of the Loan, the Lender shall have, in addition to all other rights and remedies provided in this Security Agreement or otherwise, all the rights and remedies of a Lender on default under the UCC, including without limitation the right to take possession of the Collateral, and for that purpose the Lender may, so far as Grantors can give authority therefor, enter upon any premises upon which Collateral may be situated and remove, take and carry away the same. The Lender may require Grantors to assemble the Collateral and make it available to the Lender at a place to be designated by the Lender which is reasonably convenient to the Lender. Without limiting the generality of the foregoing, the Lender may immediately, without demand or performance and without notice of intention to sell or of time or place of sale or of redemption or other notice or demand whatsoever to Grantors, all of which are hereby expressly waived, and without advertisement, sell the Collateral, or any part thereof, at public or private sale or otherwise, at any of Lender’s offices or elsewhere, for cash, on credit, or for future delivery and upon such other terms as Lender may deem commercially reasonable, and after deducting from the proceeds of sale or other disposition of the Collateral all expenses (including all reasonable expenses for legal services), shall apply the residue of such proceeds toward the payment of the Obligations and other liabilities of Grantors, Grantors remaining liable for any deficiency remaining unpaid after such application. If notice of any sale or other disposition is required by law to be given, Grantors hereby agrees that a notice sent at least two (2) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be reasonable notice of such sale or other disposition. The Lender, in its discretion, may in its name or in the name of Grantors, demand, sue for, collect, and receive any money, receivables, or proceeds included in the Collateral and extend the time of payment or otherwise modify any of the terms of or release Grantors under any such Collateral, without thereby incurring responsibility to or discharging or otherwise affecting any liability of Grantors. Grantors shall pay to the Lender on demand any and all attorney’s fees reasonably and necessarily incurred or paid by the Lender in protecting or enforcing the Obligations and the other rights of the Lender under this Security Agreement, including its right to take possession of and realize on Collateral.

Exhibit C: Security Agreement 

4

5. Power of Attorney . The Grantors authorize the Lender and does hereby make, constitute, and appoint the Lender and agents of the Lender with full power of substitution, as Grantors’ true and lawful attorney-in-fact with power, in its own name or in the name of Grantors, upon the occurrence and continuance of any material breach of the Loan, to endorse any notes, checks, drafts, money orders, or other instruments of payment (including, payments under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Lender; to sign and endorse any documents relating to the Collateral; to pay or discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; to grant, collect, receipt for, compromise, settle, and sue for sums due in respect of the Collateral; and generally, to do at the Lender’s option and at Grantors’ expense, at any time, or from time to time all acts and things which the Lender deems necessary to protect, preserve, and realize upon the Collateral and the security interests therein in order to effect the intent of this Security Agreement, as fully and effectually as Grantors might or could do; and Grantors hereby ratifies all that said attorney shall do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for as long as any of the obligations shall be outstanding. The Grantors agree that any reasonable fees, costs, and expense incurred by the Lender pursuant to the foregoing authorization shall become part of the Obligations and be secured by the Collateral.

6. Term of Security Agreement . The term of this Security Agreement shall commence on the date hereof and continue in full force and effect until all of the Obligations have been fully and indefeasibly paid and performed and such payment and performance has been acknowledged in writing by the Lender. At such time, this Security Agreement shall terminate, Lender shall release its security interests hereunder (and deliver and sign appropriate UCC termination statements), and the Collateral shall be reassigned to Grantors.

7. Indemnity and Expenses .

(a) Each Grantor agrees to indemnify Lender from and against any and all claims, losses, and liabilities arising out of or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement), except claims, losses, or liabilities resulting from Lender’s gross negligence or willful misconduct.

(b) Each Grantor will upon demand pay to Lender the amount of any and all expenses, including the reasonable fees and out of pocket disbursements of its counsel and of any experts and agents, which Lender may incur in connection with: (i) filing or recording fees incurred in connection with this Security Agreement; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (iii) the exercise or enforcement of any of the rights of Lender; or (iv) the failure by Grantors to perform or observe any of the provisions hereof. Lender shall not be liable to Grantors for damages as a result of delays, temporary withdrawals of the Equipment from service, or other causes other than those caused by Lender’s gross negligence or willful misconduct.

Exhibit C: Security Agreement 

5

8. Continuing Security Interest . This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all amounts due under the Loan; (b) be binding upon Grantors, and Grantors’ successors and assigns; and (c) inure to the benefit of Lender and Lender’s successors, transferees, and assigns. Upon the payment in full of all amounts due under the Loan, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors. Upon any such termination, Lender shall, at Grantors’ expense, execute and deliver to Grantors such UCC termination statements and such other documentation as Grantors shall reasonably request to affect the termination and release of the Liens on the Collateral.

9. Assignment . This Security Agreement may not be assigned by any party without the prior written consent of Lender, not to be unreasonably withheld.

10. Governing Law . The Parties expressly incorporate the provisions relating to governing law as set forth in paragraph 11 of the Agreement by this reference.

11. Notices . Any notice required by this guaranty or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery.

12. No Waiver . Lender shall not by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

13. Release . Upon the payment and discharge in full of all Obligations, Lender shall immediately deliver to each Grantor, a written release of this Security Agreement and such UCC termination statements and such other documentation as Grantors shall reasonably request to affect the termination and release of the Liens on the Collateral.

Exhibit C: Security Agreement 

6

14. Counterparts . This Security Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. Headings . The headings and captions of the various subdivisions of this Security Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

16. Severability . In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Security Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Security Agreement shall nevertheless remain in full force and effect.

17. Construction . The parties have participated jointly in the negotiation and drafting of this Security Agreement. In the event an ambiguity or question of intent or interpretation arises, this Security Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Security Agreement.

18. Miscellaneous . Should any provision of this Security Agreement be determined by a court of competent jurisdiction to be unenforceable, all of the other provisions shall remain effective. This Security Agreement, together with the Agreement, the Note, and each of the other Loan Documents, embodies the entire agreement among the parties hereto with respect to the matters set forth herein, and supersedes all prior agreements among the parties with respect to the matters set forth herein. No course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof. There are no conditions to the full effectiveness of this Security Agreement.

[ signature page follows ]

Exhibit C: Security Agreement 

7

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

Exhibit C: Security Agreement 

8

SCHEDULE I

UCC-1 FINANCING STATEMENT

[to be inserted]

EXHIBIT A

TO UCC-1 FINANCING STATEMENT

DEBTOR 1: GREEN LIGHT DISTRICT HOLDINGS, INC.

DEBTOR 2: THE AIRPORT COLLECTIVE, INC.

SECURED PARTY: BODY AND MIND INC.

THE FINANCING STATEMENT IS CONTINUED AND COVERS THE FOLLOWING TYPES OR ITEMS OF COLLATERAL:

All personal property of Debtor 1, and all the personal property of Debtor 2 utilized in connection with or related to the business conducted at 3411 E. Anaheim St. Long Beach, CA 90802 now owned or hereafter acquired or created, including, without limitation, all of the following (the “ Collateral ”):

(a) Accounts;

(b) Certificated Securities;

(c) Chattel Paper;

(d) Commercial Business and Tort Claims;

(e) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

(f) Contract Rights;

(g) Deposit Accounts;

(h) Documents;

(i) Electronic Chattel Paper;

(j) Equipment;

(k) Financial Assets;

(l) Fixtures;

(m) General Intangibles, including Payment Intangibles and Software;

(n) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

(o) Instruments;

(p) Patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, and all other intellectual property;

(q) Inventory;

(r) Investment Property;

(s) Money (of every jurisdiction whatsoever);

(t) Letter-of-Credit Rights;

(u) Payment Intangibles;

(v) Security Entitlements;

(w) Software;

(x) Supporting Obligations;

(y) Uncertificated Securities; and

(z) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, databases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing; and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.

All terms used and not defined herein shall have the meanings assigned to them in Division 9 (or, if not defined in Division 9, then in any other Division) of the California Uniform Commercial Code, as amended, supplemented, revised or replaced from time to time (the “ UCC ”).

Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Therefore, if the UCC, at any time, is amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date hereof, then such term, as used herein, shall be given such broadened meaning. If the UCC, at any time, is amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date hereof, such amendment or holding shall be disregarded in defining terms used herein.

EXHIBIT 10.4

TRADEMARK AND TECHNOLOGY LICENSE AND SERVICES AGREEMENT

THIS TRADEMARK AND TECHNOLOGY LICENSE AND SERVICES AGREEMENT (this “ Agreement ”) is entered into by and between GREEN LIGHT DISTRICT MANAGEMENT, LLC , a Delaware limited liability company (“ Licensor ”), GREEN LIGHT DISTRICT HOLDINGS, INC. , a Delaware corporation (“ GLDH ”) and Airport Collective Inc., a California non-profit mutual benefit corporation (“ Airport ”) and BODY AND MIND INC. , a Nevada corporation and its affiliates and subsidiaries (“ Licensee ”) (Licensor, GLDH, Airport and Licensee may each hereinafter be referred to as a “ Party ” and collectively, as the “ Parties ”), and effective as of the 19th day of June, 2019 (“ Effective Date ”).

WHEREAS:

A.	Licensor has the right to license the use of certain trademarks, service marks and trade names, logos, and related intellectual property, as set forth in Schedule “A” to this Agreement, including any and all applications and resulting registrations for said marks and the goodwill associated with the marks (collectively, the “ Trademarks ”), copyright associated with such Trademarks, and the goodwill attached thereto (collectively, the “ Rights ”), as well as all any and all proprietary technology, including but not limited to: the “ShowGrow” branded website (the “ Site ”); the “ShowGrow” mobile application (the “ App ”); the “ShowGrow” social media accounts and pages (the “ Social Media Pages ”) (collectively, the “ Technology ”). Collectively, the Trademarks, Rights, and Technology are referred to herein as the “ ShowGrow IP ”
B.	GLDH is an affiliated entity of Licensor and through itself or its independent contractors and consultants, provides services related to the cannabis industry, including, without limitation, operation of the Technology, negotiation with vendors, new customer acquisition, development and deployment of “ShowGrow” human resource platform (the “ HR Platform ”), development of marketing programs, promotions, and related materials, in-store and online customer service (“ Customer Service ”), search engine optimization services (“ SEO Services ”), event planning, facility buildout and maintenance consultation, creation of online ordering systems, inventory management services, creation of data and information backed decision making processes, and other related ancillary services (all of the foregoing is collectively referred to in this Agreement as the “ GLDH Services ”).
C.	Licensee is in the business of marketing, and selling cannabis-related products and cannabis extract related products (the “ Business ”), and desires to license the Intellectual Property from Licensor and GLDH as further described herein for use at Licensee’s anticipated locations located at 3411 East Anaheim Street, Long Beach, California 90804 (the “ LB Facility ”) and 7625 Carroll Road, San Diego, California 92121 (the “ SD Facility ” and together with the LB Facility, the “ Facilities ”); and
D.	Licensor and GLDH desire to collaborate with and support Licensee towards this end by licensing the ShowGrow IP and the Operational IP (as defined below) to Licensee to enable Licensee to continue the day-to-day operations of the Facilities, to operate “ShowGrow” branded Facilities in accordance with the Term License (as defined below), and provide the GLDH Services, all on the terms and conditions hereinafter set forth.

Page 1 of 14

NOW THEREFORE , in consideration of the foregoing recitals and the mutual consideration and promises contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.	GRANT OF LICENSE AND OTHER CONDITIONS
1.1	Operational IP License . Effective as of the date of execution of this Agreement, Licensor, GLDH and Airport (as applicable), hereby grant to Licensee, and Licensee accepts, a non-exclusive, perpetual license to use the operational intellectual property set forth in Schedule C attached hereto (the “ Operational IP ”), subject to the terms and conditions in Section 1.3 of this Agreement (the “ Operational IP License ”).
1.2	Term License . Licensor, GLDH and Airport (as applicable) hereby grant to Licensee a non-exclusive term license to utilize the Trademarks, Rights and the ShowGrow IP (the “ Licensed IP ”) for the duration of the Term, subject to the terms and conditions of this Agreement (the “ Term License ”).
1.3	License Limitations . The Operational License and the Term License shall be solely for use in the cannabis and cannabis related industry operations, including for the operating retail dispensaries (including medical retail, adult use retail, and medical and adult-use retail), commercial cannabis and the branding of the Facilities using the “ShowGrow” name and related Licensed IP, provided that all operations of the Facilities comply with the instructions, standards and specifications approved by Licensor in its reasonable discretion, such approval not to be unreasonably withheld. Licensee will, in each case, not use the Trademarks outside of the Facilities without the specific written approval of Licensor, which may be withheld in the sole and unfettered discretion of Licensor. Licensee shall be required to utilize the “ShowGrow” brand for a minimum of two (2) years following the Effective Date of this Agreement for the LB Facility and two (2) years following the opening of the SD Facility for business to the public.
1.4	Radius . Licensor expressly acknowledges and agrees that, as of the Effective Date, Licensor shall not utilize, or allow and/or cause any third-party to utilize the Licensed Brand within a five (5) mile radius of the LB Facility (the “ Utilization ”). Such Utilization, shall be considered a material breach of this Agreement and Licensor shall promptly be entitled to injunctive relief and such relief shall in no way limit Licensor’s other legal remedies.
1.5	ShowGrow Products . Throughout the Term of this Agreement, all products and merchandise bearing the “ShowGrow” brand shall be purchased exclusively from Licensor.

Page 2 of 14

2.	QUALITY CONTROL
2.1	Licensor, GLDH have the right, at all reasonable times, subject to the limitations of applicable laws and regulations regarding entry onto a licensed Facility during normal business hours with twenty-four (24) hour notice, to inspect Licensee’s business premises and Licensee shall supply Licensor and/or GLDH, upon request, with specimens showing use of the Licensed IP in association with the branding and operation of the Facilities and shall otherwise permit and assist Licensor and GLDH to observe Licensee’s activities relating to the Licensed IP in order to ensure that Licensee is in compliance with the instructions, standards, and specifications for operation of the Facilities, including, without limitation, construction, facility designs, tenant improvements, and other real property matters (“Real Property Matters”), and is otherwise in compliance with this Agreement. Licensee will comply with all applicable laws and regulations, and obtain all appropriate government approvals pertaining to the operation of the Facilities. Notwithstanding the forgoing, Licensee shall maintain sole and exclusive discretion regarding the Real Property Matters. Licensor shall work with Licensee to ensure the decisions of Licensee regarding Real Property Matters conform with Licensor’s standards.
2.2	During the Term, Licensee shall operate each Facility in a manner at least consistent with the minimum standards of Licensor and GLDH’s historical operations, but in no event less than compliance with all standard operating procedures, employee manuals and handbooks, and other reasonable standards put in place by Licensor and GLDH from time to time.
3.	USE OF TRADEMARKS
3.1	Licensee will use the Trademarks strictly in accordance with any reasonable guidelines for use provided by Licensor. Licensee will not use or otherwise exercise rights in the Trademarks in the Territories except as expressly permitted by and in accordance with this Agreement, or by written agreement of the Parties in the future.
3.2	Licensee will not use any other marks in combination with the Trademarks without the approval of Licensor, which approval will not be unreasonably withheld. Licensee will not use the Trademarks, or any words or marks likely to be confused therewith, in its trade or corporate name or as part of its trade or corporate name or in any domain name, without the approval of Licensor.
3.3	Prior to any new use of the Trademarks, Licensee will deliver samples or exemplars of all signage, literature, advertising, and other materials, including without limitation electronic materials, on which the Trademarks appear for approval by Licensor. If Licensor does not signify disapproval within five (5) business days of inspection of such samples, such sample shall be deemed approved by Licensor. If Licensor provides notice of disapproval of any sample or exemplar, such disapproval will be delivered with a notice detailing with reasonable particularity the reason(s) for disapproval, and a corrective action plan which if complied with will lead to subsequent approval by Licensor. Licensee specifically undertakes to revise, or cause to be revised, to the reasonable satisfaction of Licensor any such advertising and other materials which are not approved by Licensor.

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4.	OWNERSHIP OF TRADEMARKS
4.1	Licensee recognizes Licensor’s right, ownership and title to the Trademarks, and it is understood that Licensee shall not claim adversely to Licensor any right, title or interest in and to the Trademarks, or copyrights, service marks or distinctive features of the signs, advertising, literature or other materials used in association with the Trademarks.
4.2	Licensee will cooperate with Licensor, at Licensor’s expense, for the purposes of registering or otherwise protecting the Trademarks in registries designated by Licensor and protecting, preserving and enhancing the Trademarks and Licensor’s interest in the Trademarks.
4.3	Licensee will not itself, and will not assist, permit, or encourage any other person or entity to adopt, claim, use, or apply to register, record, or file any trademark, trade name, copyright, domain name or design that is identical or confusingly similar to any of the Trademarks, that is derived from or based on the Trademarks, or that violates, misuses or infringes the Trademarks.
4.4	Licensee hereby absolutely and irrevocably assigns to Licensor all right, title and interest, if any, it may now have or may hereafter acquire in the Trademarks, and all related goodwill, other than the rights specifically granted to Licensee under this Agreement. The Parties confirm that the assignment set out in this section and any other assignments of the Trademarks made by Licensee in favor of Licensor are merely to confirm the intention of Licensor and Licensee at all material times. Licensee will promptly do such further acts, and execute and deliver to Licensor such further instruments, as Licensor, acting reasonably, determines are necessary to effect, register, record or perfect this assignment.
5.	GLDH SERVICES
5.1	In addition to the license being granted to the Intellectual Property hereunder, GLDH shall provide the following services throughout the Term of this Agreement:

	(a)	provision of ShowGrow SOPs;
	(b)	new customer acquisition;
	(c)	ShowGrow brand identity consultation;
	(d)	Basic access to ShowGrow Human Resources platform;
	(e)	Basic access to ShowGrow Employee Training Platforms and Processes (i.e. employee handbooks, mentorship programs, etc.);
	(f)	Community feedback consultation and services;
	(g)	Basic access to ShowGrow marketing programs, promotions, and materials;
	(h)	Offsite experiential marketing;
	(i)	Social media account management;
	(j)	Menu option consultation;
	(k)	Access to ShowGrow App, including preordering, express/priority check-in, rewards programs, live budtender chat, product ratings and reviews, event based notifications, in-app advertising for vendors
	(l)	Advanced marketing and advertising services;

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	(m)	General facility management services or supervisory services;
	(n)	Construction execution and project management services; and
	(o)	Design and creation of marketing assets.

5.2	The foregoing services (collectively, the “ GLDH Services ”) are included services pursuant to this Agreement. In addition to the GLDH Services, Licensee may request certain additional services, including those set forth on Schedule “B” , which are extra services only to be provided upon request by Licensee and which shall be compensable at the rates established by GLDH pursuant to separate agreements between GLDH and Licensee (collectively, the “ Optional Services ”).
6.	WEBSITE AND APP
6.1	Throughout the Term, GLDH shall provide Licensee with reasonable access to the Website and App for the limited purposes relating to the Facilities operated by Licensee. Licensee acknowledges and agrees that all final decisions on the contents and functionality of the Site and App shall be in GLDH’s sole discretion and Licensee shall not modify the Site or App without the prior written consent of GLDH, which consent may be withheld in GLDH’s sole discretion.
6.2	Throughout the Term, Licensor and GLDH grant a non-exclusive revocable license to Licensee to advertise the Site and App in Licensee’s Facilities and Licensee shall post any marketing materials, signs, and other materials provided by Licensor or GLDH for the purpose of advertising the Site and App.
7.	TERM
7.1	The Technology License granted herein shall be a perpetual licensed subject to Section 1.3 of this Agreement.
7.2	This Agreement and the Term License granted hereunder will commence on the Effective Date, continue in full force and effect for a minimum of two (2) years following the Effective Date of this Agreement for the LB Facility and two (2) years following the opening of the SD Facility for business to the public, unless and until terminated in accordance with the provisions of Sections 7.3 or 7.4 hereof (the “ Term ”).
7.3	This Agreement and the Term License granted hereunder may be terminated by Licensor and/or GLDH:

(a)

by giving Licensee written notice of termination in the event Licensee becomes insolvent, commits an act of bankruptcy, or makes an assignment for the benefit of creditors, or if a receiver or receiver-manager is appointed for Licensee or for any of its assets, or if any proceeding in bankruptcy, receivership, winding up, or liquidation is initiated in respect of Licensee, or if Licensee ceases to carry on business;

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	(b)	by giving Licensee written notice of termination in the event Licensee fails to meet and maintain the standards set forth in Section 2 to Licensor’s reasonable satisfaction;
	(c)	by giving Licensee written notice of termination in the event Licensee violates any applicable state or local law or regulation relating to the operation of any Facilities branded as a “ShowGrow” facility; or
	(d)	by giving Licensee written notice of termination in the event of the breach of any term or condition of this Agreement, which breach is not cured by Licensee within thirty (30) days after receiving notice of such breach.
	Licensee will immediately notify Licensor in the event of the occurrence of an event referred to in Subsection 7.3(a) above.

7.4	This Agreement and the Term License may be terminated by Licensee:

	(a)	by giving Licensor or GLDH, as applicable, written notice of termination in the event Licensor or GLDH become insolvent, commit an act of bankruptcy, or make an assignment for the benefit of creditors, or if a receiver or receiver-manager is appointed for Licensor or GLDH or for any of their assets, or if any proceeding in bankruptcy, receivership, winding up, or liquidation is initiated in respect of Licensor or GLDH, or if Licensor or GLDH cease to carry on business;
	(b)	by giving Licensor and GLDH written notice of termination in the event of the material breach of any term or condition of this Agreement, which breach is not cured by Licensor or GLDH, as applicable, within thirty (30) days after receiving notice of such breach.
	Licensor will immediately notify Licensee in the event of the occurrence of an event referred to in Subsection 7.4(a) above.

8.	EFFECT OF TERMINATION
8.1	Upon expiration or termination of this Agreement for any reason:
	(i) Licensee will immediately discontinue use of the Trademarks and Rights (including the Site and App) and discontinue use in the Territories of corporate names, trading styles, business names and domain names containing the Licensed IP and any mark or name confusingly similar to the Trademarks; (ii) Licensee will immediately surrender to Licensor or destroy all materials in its possession or control bearing, using or referring to the Licensed IP; (iii) without limiting any other provision of this Agreement, all rights in the Licensed IP will remain the property of Licensor; and (iv) all rights granted to Licensee in the Technology License shall survive and continue indefinitely.
8.2	The provisions of Sections 4, 8, and 9 will survive expiration or termination of this Agreement.

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9.	INDEMNIFICATION
9.1	Indemnification by Licensee . Licensee hereby agrees to indemnify Licensor, GLDH, and their respective affiliates, and undertakes to defend Licensor and GLDH against and hold Licensor and GLDH harmless from any claims, suits, costs and expenses (including reasonable legal fees and expenses), liability, loss and damage arising out of: (a) any products liability claims; (b) operation of any Facilities branded as “ShowGrow” Facilities; (c) any breach of this Agreement by Licensee; (d) the breach of any of Licensee’s representations, warranties, or covenants hereunder; (e) Licensee’s negligence, gross negligence, or willful misconduct. Licensee agrees to notify Licensor and within three (3) business days after it receives notice of any claims which may give rise to indemnification obligations under this Section, and Licensee shall promptly assume Licensor’s and GLDH’s defense thereof, through counsel of Licensee’s choosing. Licensor and GLDH shall also have the right to participate in the defense of any claim that includes Licensor or GLDH as a named party, using counsel of its choosing and at its expense. The settlement of any claim under this Section must be approved in writing and in advance by Licensor and GLDH.
9.2	Indemnification by Licensor and GLDH . Licensor, Airport and GLDH agree to indemnify Licensee, and its affiliates, and undertakes to defend Licensee, and its affiliates, against, and hold Licensee, and its affiliates, harmless from any claims, suits, costs and expenses (including reasonable legal fees and expenses), liability, loss and damage arising out of: (a) any breach of this Agreement by Licensor, Airport or GLDH; (b) the negligence, gross negligence, or willful misconduct of Licensor, Airport or GLDH; and (c) any claim that the Trademarks, Rights, and/or Technology constitute the infringement of the copyright, patent, trademark or service mark, or misappropriation of any trade secret, or any other intellectual, confidential, proprietary, personality, publication, attribution, endorsement right of any person or entity. Under no circumstances shall Licensor, Airport or GLDH be obligated to indemnify any third party to which Licensee delegates its obligations under this Agreement. Licensee shall not enter into any agreement with any third party to perform Licensee’s obligations under this agreement until Licensee obtains the written agreement of that party to indemnify Licensor and GLDH to the same extent and on the same terms to which Licensee is obligated by this Agreement. Licensor and GLDH agree to notify Licensee within three (3) business days after it receives notice of any claims which may give rise to indemnification obligations under this Section, and Licensor and/or GLDH, as applicable, shall promptly assume Licensee’s defense thereof, through counsel of Licensor’s or GLDH’s choosing, as applicable. Licensee shall also have the right to participate in the defense of any claim that includes Licensee as a named party, using counsel of its choosing and at its expense. The settlement of any claim under this Section must be approved in writing and in advance by Licensee.

10.	INFRINGEMENT
10.1	During the Term, Licensee agrees that Licensee will promptly call to the attention of Licensor the use of a trademark by any third party which Licensee considers might be an infringement or passing off of any of the Trademarks or any other actions or uses which may reasonably be deemed to infringe upon any of the Intellectual Property. However, Licensor shall have the sole right to decide whether or not any action shall be brought against such third parties. In the event that Licensor decides action should be taken against such third parties, Licensor may take such action in its own name and Licensee agrees to cooperate fully with Licensor to whatever extent it is necessary to prosecute such action, all expenses being borne by Licensor and all damages which may be recovered being solely for the account of Licensor.

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11.	ROYALTY AND PAYMENTS
11.1	As consideration for the license and rights granted under this Agreement, Licensee covenants to pay to Licensor on a monthly basis for the first twelve (12) months of the Term only, three percent (3%) of the aggregate total Gross Revenue derived from the operation of the LB Facility (“ Royalty ”). There shall be no fees based on Gross Revenue derived from the SD Facility unless subsequently agreed to by the Parties in writing.
	As used in this Agreement, “Gross Revenue” shall equal: (i) the full price billed by Licensee (prior to discounts or promotions) to its customers for sales of products at the LB Facility, subject only to the following deductions: (a) returns, refunds, credits, and allowances actually made or allowed for returns, or in lieu of returns, in the ordinary course of business, provided that such returns, refunds, credits and allowances are commercially reasonable and that Licensee provides documentation to Licensor for each such deduction, and (b) shipping costs, and sales or other taxes attributed to the sale of the products.
11.2	Licensee agrees to make each Royalty payment to Licensor in the manner and to the account(s) as may be directed by Licensor and GLDH from time to time acting reasonably, on or before the tenth (10 th ) day of each calendar month throughout the Term for the amounts owing for the immediately preceding calendar month and upon the termination of this Agreement for all earned but unpaid Royalties.
11.3	In the event of default by Licensee to pay any amount under this Agreement when due, Licensee shall pay interest on such balance at a rate of ten percent (10%) per annum until such balance has been paid.
11.4	Notwithstanding anything to the contrary in this Agreement, the Optional Services shall not be deemed included services under this Agreement and shall be compensable based on the rates and in the manner set forth in Schedule “C” . Neither Licensor nor GLDH shall provide any Optional Services unless and until Licensee requests such Optional Services be provided, provided, however, that Licensor and GLDH may, from time to time, in their sole discretion, elect to provide certain Optional Services for no additional compensation, and provided further that such complementary Optional Services shall not affect Licensee’s obligation to pay for similar Optional Services in the future.
12.	RECORDS AND AUDIT RIGHTS
12.1	Licensee shall keep complete and accurate records of all information necessary to calculate the Royalty. These records shall be maintained in accordance with generally accepted accounting principles, and Licensee shall make these records available to Licensor and GLDH at such places where records are customarily kept by Licensee for inspection during normal business hours of Licensee. Licensee shall submit to Licensor with each Royalty payment a monthly Royalty report (each, a “ Monthly Royalty Report ”), specifying, at a minimum: (a) the time period covered by the Monthly Royalty Report; (b) the total number of products sold; (d) the total Gross Revenue of the LB Facility with a detailed breakdown of each product sold the relevant prices for each; and (e) the Royalty owed to Licensor for such calendar month.

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12.2	Licensor and GLDH shall have the right, subject to the limitations of state law applicable to licensed entities, to have audited the records of Licensee, to establish compliance with this Agreement, by an independent firm of Certified Public Accountants or equivalents selected by Licensor upon giving Licensee reasonable notice of such audit. The audit shall take place during regular business hours of Licensee. Such an audit may be conducted (i) once per year, or once per quarter if Licensor has given reasonable notice of a breach of the provisions of this Agreement and the breach has not been cured, and (ii) on termination of this Agreement.
12.3	If any investigation by an auditor appointed by Licensor or GLDH results in a determination that Licensee has paid more than the amount required under this Agreement, such excess shall be immediately refunded or credited against future amounts payable, at the sole option of Licensor and GLDH. If the investigation results in a determination that Licensee has paid less than the amount required under this Agreement, resulting in a deficiency, then Licensee shall forthwith pay:

	(a)	such deficiency; and
	(b)	the cost of the audit if:

	(i)	such deficiency is at least five percent (5%) of the amount that was actually owed, or
	(ii)	the investigation by the auditor results in a determination that the records of Licensee were inadequate to permit the determination of the amounts required to be paid under this Agreement.

13.	CONFIDENTIAL INFORMATION
13.1	“ Confidential Information ” means information, in whatever form, that is not generally available to third parties or the public including, without limiting the generality of the foregoing, financial, commercial, scientific or technical information disclosed by one Party to the other Party including (without limitation): (i) proprietary products or services, related technology, ideas and algorithms, all research, data, specifications, plans, drawings, prototypes, models, tooling, documents, recordings, instructions, manuals, papers, know-how including, but not limited to know-how, inventions, techniques, processes, methods of doing business; (ii) trade secrets; (iii) a Party’s technical, business or financial information and plans, business practices and strategies, business plans, contracts, purchase requirements, business plans, forecasts and market strategies, production processes, product specifications and formulas, methods, technical and product bulletins, data on equipment sold and serviced, surveys, and research and development programs; (iv) the terms of this Agreement; and (v) any item marked as confidential by the disclosing Party. Confidential Information does not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the recipient Party, or is rightfully acquired by the recipient Party from a third party who is not in breach of an agreement to keep such information confidential

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13.2	All Parties to this Agreement agree to keep Confidential Information provided to each other under this Agreement confidential and not to disclose it to any person or to use it for any purpose, except as may be necessary in the proper discharge of their obligations under this Agreement.
13.3	Confidential Information may only be disclosed as required to comply with binding orders of governmental entities or courts of law that have jurisdiction over it, provided that the receiving Party (i) gives the disclosing Party reasonable written notice to allow the disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity or the court of law, and (iii) uses commercially reasonable efforts, at the disclosing Party’s cost and expense, to obtain confidential treatment for any of the disclosing Party’s Confidential Information so disclosed.
13.4	Confidential Information may only be disclosed to those affiliates, employees and agents with a definable need to know it in connection with their work, and who are informed of its confidential nature.
13.5	The obligation not to disclose Confidential Information shall remain in perpetuity.
14.	INTENTIONALLY DELETED
15.	INSURANCE
15.1	During and throughout the Term of this Agreement, the Parties must maintain commercially reasonable insurance policies with a reputable insurance carrier in an amount and of the type consistent with similar businesses, naming the other Parties as additional insureds. Licensee shall provide copies of declarations pages of all such insurance policies to the requesting Party satisfying this Section 15.1 prior to branding of any Facility as a “ShowGrow” Facility, and Licensee or Licensor, GLDH or Airport shall notify the other Party (as applicable) within forty-eight (48) hours of any cancellation of, or change in, insurance coverage.
15.2	Product Liability Insurance . Without limiting the required policies under Section 15.1 above, during and throughout the Term of this Agreement, Licensee must maintain product liability insurance with respect to the all products it sells with a reputable insurance carrier in an amount consistent with similar businesses, naming Licensor and GLDH as additional insureds.

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16.	GENERAL
16.1	Amendments . No Party will claim any amendment, modification, or release from any provision hereof by mutual agreement, acknowledgement or acceptance, unless in writing signed by an authorized representative from each Party.
16.2	Assignment . This Agreement shall be binding upon and inure to the benefit of the respective Parties hereto, their heirs or legal representatives, successors and permitted assignees, but it is personal to Licensee which may not assign the whole or any part of it, except as specifically set forth herein, without Licensor’s prior written consent.
16.3	Entire Agreement . This Agreement, including the Schedules, constitutes the entire agreement between the Parties in respect of the subject matter hereof and supersedes all previous representations, warranties, dealings, agreements, undertakings and expectations of the Parties whether provided verbally, in writing or in any other manner.
16.4	Waiver . No waiver of any provision of this Agreement is binding unless it is in writing and signed by the Party entitled to grant the waiver. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any default, breach or non-compliance of any provision of this Agreement will be deemed to be a waiver of any continuing or subsequent breach of that provision, whether of the same or any other nature
16.5	Compliance with Laws . The Parties hereto shall comply with all applicable laws, regulations, rules, orders, and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of this Agreement, provided that the Parties acknowledge and agree that compliance with federal laws which prohibit the sale of cannabis and cannabis related products shall not be included under this Section 16.5.
16.6	Currency . All dollar amounts indicated herein are indicated in lawful currency of United States Dollars, and payments and amounts payable under this Agreement shall be in the lawful currency of United States Dollars.
16.7	Jurisdiction and Disputes . This Agreement shall be governed and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.
16.8	Arbitration . The Arbitration provision set forth in the Asset Purchase Agreement execute contemporaneously herewith is hereby incorporated by reference.
16.9	Court Jurisdiction Preserved . Notwithstanding the foregoing, Licensor may bring suit in any appropriate forum or court of competent jurisdiction to avoid irreparable harm or to preserve the status quo, or for any breach (or threatened breach) of infringement or misappropriation of its intellectual property rights, and the Parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters.

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16.10	Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
16.11	Notices . Any notice or other written communication required by this Agreement will be deemed given the next business day when delivered by email to the following addresses:

(a)

Licensor:

Green Light District Management, LLC

[Address Line 1]

[Address Line 2]

Attention: David Barakett

Email: dave@showgrow.com

(b)

GLDH:

[Address Line 1]

[Address Line 2]

Attention: David Barakett

Email: dave@showgrow.com

With a copy to:

Holley Driggs Walch Fine Puzey Stein & Thompson, Ltd.

400 South Fourth Street, Third Floor

Las Vegas, NV 89101

Attn: Cami Perkins

Email: cperkins@nevadafirm.com

(c)

Licensee:

Body and Mind Inc.

[Address Line 1]

[Address Line 2]

Attention:

With a copy to:

Luke K. Stanton, a Professional Law Corporation

15260 Ventura Blvd. #1700

Sherman Oaks, CA 91403

Attn: Patrick Devine

Email: patrick@fronteralawgroup.com

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16.12	Counterparts . This Agreement may be executed in two or more counterparts each of which will be deemed an original, all of which together constitute one and the same instrument.
16.13	Non-Solicitation . During the Term and for a period of two (2) years thereafter, no Party shall solicit, divert or hire, or attempt to solicit, divert or hire, any employee or agent of the other Parties without the prior written approval of such other Parties.
16.14	Negotiated Contract . This Agreement is the product of negotiation and shall not be construed as having been drafted by any particular Party.
16.15	Further Assurances . Subject to the conditions of this Agreement, the Parties hereto will, from time to time and at all times hereafter, at the request of the other Party(ies), do all such further acts and things, including executing and delivering all such further deeds, agreements, transfers, documents, assurances and instruments, as will be reasonably necessary in order to fully perform and carry out the terms and intent of this Agreement to document or evidence any of the transactions or events set out in this Agreement, and the Parties hereto will cooperate with each other in doing those acts and things.
16.16	Independent Legal Advice . Each Party acknowledges having been advised to obtain independent legal and professional advice prior to entering into this Agreement and by entering this Agreement that Party represents that it did obtain or had the opportunity to whatever independent legal and professional advice it considered appropriate and sufficient.
16.17	Time . Time is of the essence of this Agreement including in the performance of every obligation under this Agreement

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement as of the Effective Date.

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Page 1 of 1

SCHEDULE “B”

OPTIONAL SERVICES

The following Optional Services may be requested from time to time by Licensee. These Optional Services will result in additional charges and fees as set forth pursuant to separate agreements.

(a)	Licensee due diligence related services;
(b)	Accounting review and audit services
(c)	Access to ShowGrow legal resources;
(d)	Access to ShowGrow internal Human Resources department (i.e. payroll, employee benefits, etc.);
(e)	Access to ShowGrow compliance team and resources;
(f)	Startup consultation for new facilities;
(g)	Ongoing training services (operations, sales, marketing, etc.);
(h)	Logistics services;
(i)	Security services;
(j)	Real estate services; and
(k)	New product development services.

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SCHEDULE “C”

OPERATIONAL IP

The Operational IP License shall be perpetual and covers the following intellectual property of GLDH, Airport and Licensor that has been utilized in connection with the business being carried out at the LB Facility prior to the execution of this Agreement and the expiration or termination of the Term License:

1. Any customer data not transferred to Licensee in the Asset Purchase Agreement, including but not limited to customer relationships, prospective customer relationships, sales records, and any similar data or information;

2. Any sales data, not transferred to Licensee in the Asset Purchase Agreement, including but not limited to customer and vendor data;

3. Customer outreach programs and intake procedures;

4. Exiting marketing, advertising and sales lists/databases;

5. General operational data;

6. Standard operating procedures;

7. Policies, memorandum’s and procedure manuals;

8. Any POS System data not transferred in the Asset Purchase Agreement; and

9. All technical information, knowhow, in whatever form, and all other materials, processes, and other confidential information used in connection with business operations.

EXHIBIT 10.5

MANAGEMENT ASSIGNMENT AND

ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (“ Agreement ”), dated as of June 19, 2019 (the “ Effective Date ”) is by and among Green Light District Holdings, Inc., a Delaware corporation (“ Assignor ”), NMG Long Beach, LLC, a California limited liability company (“ Assignee ”) and the Airport Collective Inc., a California non-profit mutual benefit corporation (the “ Remaining Party ”). Hereinafter, the Assignor, the Assignee and the Remaining Party are each individually referred to as a “ Party ” or together as, the “ Parties ”.

RECITALS

WHEREAS, the Remaining Party previously entered into a Management Agreement with SJK Services, LLC, a California limited liability company (“ SJK ”) on or around 2016 (the “ Original Management Agreement ”) granting SJK the exclusive right to manage the Remaining Party’s commercial cannabis retail facility located at 3411 E. Anaheim Street Long Beach, California 90804 (the “ Pollo Store ”);

WHEREAS , Assignor has been irrevocably assigned all rights and obligations in the Original Management Agreement pursuant to a certain Interim Management Agreement between Assignor and SJK executed on January 23, 2019 (the “ Assigned Agreement ”);

WHEREAS , the Assigned Agreement permits Assignor to designate a third-party to assume the management authority and responsibilities of the Pollo Store under the Assigned Agreement;

WHEREAS , the Assignor desires to assign to Assignee and delegate to Assignee all of its responsibilities and obligations pursuant to the Assigned Agreement;

WHEREAS , Assignee desires to accept such assignment and delegation of obligations under the Assigned Agreement in consideration for all rights under the Assigned Agreement; and

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

1. Definitions . Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Assigned Agreement.

2. Assignment and Assumption.

a. Assignment . Assignor irrevocably sells, assigns, grants, conveys, and transfers to Assignee all of Assignor's rights, title, and interest in and to the Assigned Agreement.

b. Assumption . Assignee unconditionally accepts such assignment and assumes all of Assignor's duties, liabilities, and obligations under the Assigned Agreement, and agrees to pay, perform, and discharge, as and when due, all of the obligations of Assignor under the Assigned Agreement accruing on and after the Effective Date.

c. Substitution . The Parties intend that the Assignee be substituted for the Assignor. Remaining Party recognizes Assignee as Assignor’s successor-in-interest in and to the Assigned Agreement. Assignee by this Agreement becomes entitled to all rights, title, and interest of Assignor in and to the Assigned Agreement in as much as Assignee is the substituted party to the Assigned Agreement as of and after the Effective Date. Remaining Party and Assignee shall be bound by the terms of the Assigned Agreement in every way as if Assignee is named in the novated Assigned Agreement in place of Assigning Party as a party thereto. Assignor represents and warrants that there is no payment or other liability of Assignor to Remaining Party which has accrued and remains outstanding as of the Effective Date.

d. Third-Party Obligations . Nothing set forth in this Agreement is intended to modify or alter the duties, obligations or responsibilities of any third-parties that are not signatories to this Agreement.

e. Bank Signatory . Upon execution of this Agreement, the Remaining Party shall name Assignee’s representative, Stephen “Trip” Hoffman as the sole signatory on any and all bank accounts related to the Pollo Store.

3. Term . The term of this Agreement shall be for the term set forth in the Assigned Agreement.

4. Representations and Warranties .

a. Assignor Representations and Warranties . Assignor represents and warrants as follows:

i. It is duly organized, validly existing, and in good standing under the laws of Delaware.

ii. It is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement.

iii. It has the full right, corporate power, and authority to enter into this Agreement and to perform its obligations hereunder.

iv. It has taken all necessary corporate action to authorize the execution of this Agreement by its representative whose signature is set forth at the end hereof.

v. When executed and delivered by it, this Agreement will constitute the legal, valid, and binding obligation of Assignor, enforceable against it in accordance with its terms and not subject to defenses.

vi. It is the sole legal and beneficial owner of all the rights under the Assigned Agreement on the Effective Date, free and clear of any lien, security interest, charge, or encumbrance.

vii. The Assigned Agreement has not been amended or modified as of the Effective Date.

viii. The Assigned Agreement is in full force and effect on the Effective Date. No event or condition has occurred that is, or with notice or passage of time would be, an event of default or termination under any of the Assigned Agreement. There are no material disputes pending or, to its knowledge, threatened related to any rights or obligations transferred by this Agreement.

ix. It has performed all of its obligations under the Assigned Agreement that are required to be performed on or before the Effective Date.

b. Remaining Party Representation and Warranties .

i. It is duly organized, validly existing, and in good standing under the laws of California.

ii. It has the full right, corporate power, and authority to enter into this Agreement and to perform its obligations hereunder.

iii. The Assigned Agreement has not been amended or modified as of the Effective Date.

iv. The Assigned Agreement is in full force and effect on the Effective Date. No event or condition has occurred that is, or with notice or passage of time would be, an event of default or termination under any of the Assigned Agreement. There are no material disputes pending or, to its knowledge, threatened related to any rights or obligations transferred by this Agreement.

4. Indemnification .

a. Indemnity of Assignee . Assignor hereby indemnifies and holds Assignee (along with its Representatives) harmless from any liability, cost or expense (including reasonable attorneys’ fees) arising out of any claim asserted by a third party against Assignee which claim is based on a breach by Assignor of its obligations hereunder or pursuant to the Assigned Agreement and/or the gross negligence or intentionally wrongful acts or omissions of Assignor in the performance of its obligations and responsibilities under this Agreement or the Assigned Agreement. If Assignee seeks indemnification from Assignor, it shall give Assignor notice of such claim, and Assignee shall defend and settle such claim at its sole expense, provided that Assignee shall cooperate in such defense, and further provided that Assignee may elect to engage counsel to participate in such defense at its own expense.

b. Indemnity of Assignor . Assignee hereby indemnifies and holds Assignor (along with its officers, employees, agents, and managers) harmless from any liability, cost or expense (including reasonable attorneys’ fees) arising out of any claim asserted by a third party against Assignor which claim is based on breach by Assignee of its obligation hereunder and/or the gross negligence or intentionally wrongful acts or omissions of Assignee in the performance of its obligations and responsibilities under this Agreement. If Assignor seeks indemnification from Assignee, it shall give Assignee notice of such claim, and Assignor shall defend and settle such claim at its sole expense, provided that Assignor shall cooperate in such defense, and further provided that Assignor may elect to engage counsel to participate in such defense at its own expense.

5. Confidential Information .

a. Confidential Information . Each Party acknowledges that, in connection with this Agreement, it will gain access to the other Party’s Confidential Information. Each Party shall: (i) protect and safeguard the confidentiality of the other Party’s Confidential Information with at least the same degree of care as such Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the other Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to its Representatives who are bound by written confidentiality obligations and have a need to know the Confidential Information to exercise its rights or perform its obligations under this Agreement. Notwithstanding the foregoing, each Party expressly acknowledges that it does not and will not have an ownership interest, whatsoever, in any of the other Party’s Confidential Information, and shall have no right to use any of the other Party’s Confidential Information except during the Term of this Agreement with the other Party’s express written consent.

b. Disclosure of Confidential Information . Notwithstanding the foregoing, a Party may disclose the other Party’s Confidential Information to the extent required to comply with applicable law, governmental regulations, or pursuant to an order of a court of competent jurisdiction, but even then, only upon sufficient advanced written notice to permit the non-disclosing Party to object, quash, or otherwise seek to avoid disclosure of the Confidential Information, should it choose to do so.

6. Miscellaneous . The Miscellaneous Section in the Asset Purchase Agreement entered into contemporaneous herewith by and between Assignee and the Airport Collective, Inc., a California non-profit mutual benefit corporation is hereby incorporated by reference.

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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have duly executed this Management Assignment as of the date set forth below.

EXHIBIT 10.6

BARAKETT CONSULTING AGREEMENT

This consulting agreement (“ Agreement ”) is made and entered into as of June 19, 2019 by and among NMG Long Beach, LLC, a California limited liability company (“ Company ”) and David Barakett, an individual (the “ Consultant ”).

WHEREAS, in order to achieve its corporate and business objectives, the Company desires to retain an experienced and knowledgeable management consultant who will be principally responsible for providing advisory services to the Company.

WHEREAS, subject to the terms and conditions hereof, the Consultant desires to provide such consulting services to the Company.

NOW THEREFORE BE IT RESOLVED, that in consideration and mutual covenants herein contained the parties hereto agree as follows:

1.1	The Company hereby engages and authorizes the Consultant to perform the following duties in accordance with the terms of this Agreement:

	(a)	To provide advisory services to the Company as requested by the Managers of the Company and as agreed to by the Consultant.
	(b)	Provide on-going advice concerning the best strategy to maximize value of the Company.
	(c)	Provide advice and assistance to complete corporate transactions.

1.2	The Consultant’s hours of work shall be such as may be necessary to properly discharge the Consultant’s duties to the reasonable satisfaction of the Company when asked to do so by the management of the Company.

2.	COMPENSATION TO THE CONSULTANT

2.1	Company shall pay to Consultant a total of Two Hundred Thousand Dollars ($200,000.00) for the services to be provided by the Consultant as follows: (i) Fifty Thousand Dollars ($50,000) is to be paid to Consultant upon execution of this Agreement (the “ Initial Payment ”); and (ii) Thirty Thousand Dollars ($30,000.00) shall be payable on each of the one month, two month three month, four month, and five month anniversaries of the Initial Payment.
2.2	The Consultant will be responsible for all of the Consultant’s own expenses and costs, including the engagement of any support or office personnel, incurred in carrying out the Consultant’s duties, with the exception of those expenses stated in this Agreement that are the responsibility of the Company or unless expenses are agreed to in writing by management of the Company in advance of incurring such expenses and costs. The Consultant shall therefore not be an agent of the Company, and the Consultant’s authority to bind the Company shall be expressly limited as provided for herein.

2.3	The Company agrees to reimburse the Consultant upon presentation of invoices for reasonable expenses which may be pre-authorized by the Company from time to time.

3.	RESPONSIBILITY OF THE CONSULTANT

3.1	The duties to be performed by the Consultant, as set forth in this Agreement, shall be performed to in a commercially reasonable manner and to the extent consistent with applicable law.
3.2	The Consultant is aware and acknowledges that all of the Consultant’s activities shall be conducted in compliance with the all applicable laws and regulations of the applicable regulatory bodies under whose jurisdictions the Consultant’s activities fall.
3.3	Notwithstanding anything contained herein, the Consultant, shall, in the performance of the Consultant’s duties be, at all times, an independent contractor and the Consultant shall carry out such duties at the Consultant’s own risk.

4.	TERM
4.1	This Agreement will become effective from the Initial Payment date and shall continue until the final payment is made in accordance with Section 2.1.

5.	SEVERABILITY

5.1

The Company and the Consultant hereby expressly agree that it is not the intention of either party to violate any public policy, statutory or common law, and that if any sentence(s), paragraph, clause, or combination of the same is in violation of the law of any jurisdiction where applicable, such sentence(s), paragraph, clause or combination of the same alone shall be void in the jurisdiction where it is unlawful, and the remainder of such paragraph and this Agreement shall remain binding upon the parties hereto. The parties further acknowledge that it is their intention that the provisions of this Agreement be binding only to the extent that they may be lawful under existing applicable laws, and in the event that any provision of this Agreement is determined by a court of law to be overly broad or unenforceable, the valid provisions shall remain in full force and effect.

6.	DISCLOSURE OF CONFIDENTIAL INFORMATION

6.1	During the term of this Agreement, the Consultant will have access to confidential information consisting of the following categories of information (collectively, the “ Trade Secrets ”):

(a)

Financial information, such as the Company’s earnings, assets, debts, prices, pricing structure, volumes of purchases or sales or other financial data, whether relating to the Company generally, or to particular products, services, geographic areas or time periods;

	(b)	Marketing information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of the Company, performance forecasts or results of marketing efforts or information about impending transactions;
	(c)	Personnel information, compensation or other terms of employment, actual or proposed promotions, hiring, resignations, disciplinary actions, termination or reasons thereof, training methods, performance, or other information such as personal or medical histories; or
	(d)	Current shareholders lists, investors, contacts such as registered representatives/stockbrokers or potential investors, and officers and directors of the Company or any affiliated companies.

6.2	The Company and the Consultant shall consider their relationship as one of mutual trust and confidence with respect to the Trade Secrets. Therefore, during the term of this Agreement, and for a period of one year thereafter, the Consultant agrees to:

	(a)	Except as subject to section 6.3 of this Agreement, hold all such information in confidence and not to divulge, communicate or transmit it to others, or make any unauthorized copy or use of such information in any capacity either personal or business related to that of the Company;
	(b)	Use the Trade Secrets only in the furtherance of proper Company-related reasons for which such information is disclosed or discovered; and
	(c)	Take all reasonable action that the Company deems necessary or appropriate to not allow unauthorized use or disclosure of the Company’s Trade Secrets, and to protect the Company’s interest in the Trade Secrets.

6.3	The provisions set forth in this Article 6, DISCLOSURE OF CONFIDENTIAL INFORMATION, do not apply to:

	(a)	Information that has become public through disclosure of and by the Company;
	(b)	Information that, by means other than the Consultant’s deliberate or inadvertent disclosure, becomes well known or easily ascertainable to the public or to companies that compete directly with the Company;
	(c)	Disclosure compelled by judicial or administrative proceedings; and
	(d)	Information already known by Consultant and/or Consultant’s personnel.

7.	ENUREMENT AND NOTICES

7.1	The parties acknowledge that this Agreement shall be subject to approval of such regulatory authorities as may have jurisdiction over the transactions herein contemplated.
7.2	This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective legal personal representatives, successors and assigns. However, being in the nature of a personal service contract on the part of the Consultant, this Agreement shall not be assigned by the Consultant, nor shall the Consultant subcontract the performance of the Consultant’s obligations under this Agreement, nor shall the obligations of the Consultant under this Agreement be performed by another, without the prior written consent of the Company.
7.3	Any notice to be given by either party to the other hereunder shall be sufficient if in writing and sent by facsimile, courier or mail to the following co-ordinates, or such other co-ordinates as either party may give to the other in writing.

8.	EXCLUSIVITY

8.1

The Company acknowledges that the covenants set forth in the Agreement will not in any way preclude the Consultant from engaging in a lawful profession, trade or business of any kind or from becoming gainfully employed or retained, and furthermore, that during the term of this Agreement, the Company agrees that the Consultant is not bound exclusively to the Company, and may provide similar services to other public or private companies of the Consultant’s choice.

9.	MISCELLANEOUS

9.1	This Agreement shall be construed and enforced in accordance with the laws of the State of California.
9.2	Any reference herein to an “affiliate” of a person or Company shall include any majority-owned subsidiary of such person or Company, or any other person or Company who controls, is controlled by, or is under common control with, in each case indirectly, such person or Company.
9.3	If any provisions hereof shall be determined to be void or unenforceable, the remaining provisions hereof nonetheless remain in full force and effect.
9.4	This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and may not be modified, nor may any provisions hereof be waived, except in writing, duly executed by each party potentially adversely affected by any modification, and by each party waiving any rights hereunder.

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

EXHIBIT 10.7

CONTEMPORANEOUS LOAN

THIS LOAN AND SECURITY AGREEMENT (the “ Loan Agreement ”) is made and entered into as this day of June 19, 2019 (the “ Effective Date ”), by and between Green Light District Holdings, Inc., a Delaware Corporation (the “ Borrower ”), and Body and Mind Inc., a Nevada Corporation (the “ Lender ”).

RECITALS:

WHEREAS, the Borrower has previously received a loan from the Lender in the principal amount of Seven Hundred Twenty Six Thousand Seven Hundred Twenty Dollars ($726,720.00) (subject to provision of back-up documentation) (the “ Loan Amount ”) to fund certain business improvements and expansion needs of the Borrower’s business operations; and

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Loan .

(a) Upon the terms and subject to the conditions hereof, on the Effective Date, the Lender has made a loan to the Borrower (the “ Loan ”), in the principal amount of the Loan Amount. The Loan is not revolving in nature and may not be repaid and reborrowed.

(b) The Loan made hereunder is evidenced by a promissory note, a copy of which is attached hereto as Exhibit A (as the same may be amended, modified, renewed or extended, the “ Promissory Note ”), duly executed by an authorized signatory of the Borrower and dated as of the date hereof.

(c) Interest on the principal amount of the Loan outstanding from time to time shall accrue from the date hereof until repaid in full at an annual rate equal to fifteen percent (15%), compounded quarterly. Interest on the Loan shall be computed on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed in the period during which such interest accrues. Interest on the Loan shall be due and payable on the Maturity Date as set forth in Section 2 .

(d) The performance of the Borrower of its obligations under this Loan Agreement and the Promissory Note attached hereto as Exhibit A are secured pursuant to a certain Security Agreement by and between Borrower and Lender dated as the date hereof and in the form attached hereto as Exhibit B (the “ Security Agreement ”); and (the Security Agreement and the Loan Agreement, together with the Promissory Note and each other agreement, instrument or document designated by the Borrower and the Lender as a “ Loan Document ”, collectively, as each may be amended, modified, renewed or extended, the “ Loan Documents ”).

2. Payment Terms .

(a) Payment at Maturity . The principal amount of the Loan and all interest accrued thereon will be due and payable three (3) business days following the Closing as defined in the Asset Purchase Agreement entered into contemporaneously herewith between Airport Collective Inc. and Lender (the “ Maturity Date ”).

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(b) Place of Payment . All payments to be made to the Lender hereunder shall be made in the lawful money of the United States in immediately available funds. Payments of principal and interest shall be delivered to the Lender at the address to be specified by the Lender to the Borrower by prior written notice.

(c) Prepayment . The Borrower shall not pay any amounts due under the loan prior to the Maturity Date without first obtaining prior written consent of Lender.

(d) Release and Satisfaction Upon Complete Payment . Upon Lender’s receipt of complete payment of the entire principal amount and all accrued interest on the loan, Lender shall timely execute an acknowledgement of release and satisfaction of the Loan Documents and surrender the Note as cancelled.

(e) Withholding Taxes . If any withholding taxes are or become payable in respect of principal, interest or any other amount payable by the Borrower under this Loan Agreement or the Promissory Note, (i) all such amounts payable by the Borrower shall be increased by the amount of the withholding taxes, (ii) the Borrower shall make such additions, (iii) the Borrower shall pay the full amount required to be paid to the relevant taxing authority or other authority in accordance with applicable law, and (iv) Borrower and Lender shall cooperate and use commercially reasonable efforts to obtain a refund of any such withholding taxes, and all amounts received in connection therewith shall be paid to the Borrower.

3. Conditions Precedent . The agreement of Lender to enter into these Agreement to be made on the Effective Date is subject to the satisfaction, or waiver by Lender immediately prior to or concurrently with the making of the Loan, of the following conditions precedent:

(a) Loan Documents . Lender shall have received a complete and duly executed copy of each Loan Document, in each case satisfactory in form and substance to the Lender in its sole discretion.

(b) Financing Statements. The Lender shall have received (i) financing statements in form appropriate for filing in the appropriate jurisdiction, (ii) results of lien searches conducted in the appropriate jurisdiction, and (iii) all other filings in respect of the Collateral (as defined below) as deemed appropriate by Lender. Lender acknowledges receipt and/or waives receipt of same on or before the Effective Date.

(c) Compliance with this Agreement . Borrower shall have performed and complied with all of its agreements and conditions set forth or contemplated herein in all material respects that are required to be performed or complied with by Borrower on or before the Effective Date.

(d) No Default . No Event of Default shall have occurred and be continuing on the Effective Date, or would exist after giving effect to the Loans, on the Effective Date.

4. Grant of Security Interest .

(a) Security Interest . The Borrower, as security for its obligations under the Loan Agreement, including the due and punctual payment in full of the Loan Amount and all accrued interest thereon, hereby grants, mortgages, pledges, assigns, transfers, sets over, conveys and delivers to the Lender a security interest in and to all of the Borrower’s right, title and interest in the “Collateral” as such term is defined in the Security Agreement attached hereto as Exhibit B .

(b) Termination and Release . The security interests granted under the Security Agreement shall terminate when the entire Loan Amount plus any accrued and unpaid interest thereon has been paid in full and all rights in the Collateral shall revert to Borrower. Any termination of Lender’s lien in the Collateral shall be at Borrower’s sole cost and expense.