Purchase Price: GT will purchase LAA’s interest in the Farm for the appraised value estimated to be over $40M. Purchase prices shall be no more than $40M (includes the $6M mortgage assumed). GT will pay the purchase amount as follows: a. Down payment: One Million Dollars ($1,000,000) in cash from initial amount to be raised of a minimum of $4,000,000 (“Initial Traunch”), which funds shall be raised through GT or a PPM. GT will file its Form S-1 within 90 days of the completion of all required SEC filings: i.e. two years of audited financials and all current interim filings. The remaining balance of the Initial Traunch, $3,000,000, will be allocated as follows: i Service mortgage; ii Retrofit the 200,000 sq. ft. of greenhouses; iii Cover operational overhead; iv Payroll existing team of employees, which team LAA/Licensee will leave in place; v Make additional infrastructure/site improvements to ensure that Farm meets appraised standards.