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GoldRu$$H

03/24/23 9:41 PM

#19776 RE: megazoo #19773

That is life, people come and go.

Private equity is just a slice of what Stewart is involved in. Besides, he is replacing Wahdan as a Board designee for Brian Ruden, who still has ownership interests in the company.

On March 23, 2023, the Board appointed Bradley Stewart as a Class A director to fill the vacancy left by Mr. Wahdan. The Company expects that the
Board will appoint Mr. Stewart to one or more of the committees of the Board; however, no committee appointments have been determined at this time. Mr.
Stewart will serve until his term expires at the Company’s 2024 annual meeting of stockholders and until a successor is elected and qualified, or until his
earlier death, resignation or removal.

Currently, Mr. Stewart serves as Chairman of Perch, a technology driven e-commerce company, and a Senior Advisor with Sixth Street Partners, a private
equity fund. Mr. Stewart also serves as an independent director for Private Medical, a privately-held company, and Semper Paratus, a Nasdaq listed
company. Prior to his current roles, Mr. Stewart served as Chief Executive Officer and a director of Fair Technologies, an automobile leasing company.
Between 2010 and 2019, Mr. Stewart held several positions at Xojet, an on-demand private jet company, starting as an advisor and departing from the
company as Chief Executive Officer and Chairman of the board of directors. Mr. Stewart received his MBA from Columbia Business School and his
Bachelor of Science in Business at the University of Minnesota.
Mr. Stewart was designated for appointment to the Board as the joint designee of Brian Ruden and Naser Joudeh pursuant to the Omnibus Amendment No.
2 to Asset Purchase Agreements, dated December 17, 2020, among the Company and the sellers party thereto (the “Omnibus Amendment”). Between
December 17, 2020 and March 2, 2021, the Company’s wholly-owned subsidiary, SBUD LLC, acquired the assets of a number of Star Buds retail
dispensaries located in Colorado. The Omnibus Amendment provides that, for as long as the Sellers (as defined in the Omnibus Amendment) and the
Members (as defined in the Omnibus Amendment) meet a specified ownership threshold, the Company shall recommend to the Board that Brian Ruden
and Naser Joudeh jointly be permitted to designate three directors for appointment to the Board if the Board consists of seven or more members. Currently,
Pratap Mukharji, Marc Rubin, and Brad Stewart serve as Messrs. Ruden and Joudeh’s designees on the Board. The Company previously reported the terms
of the Omnibus Amendment in the Company’s Current Report on Form 8-K filed on December 23, 2020 and attached a copy of the Omnibus Amendment
as Exhibit 2.1 thereto, and such disclosure and exhibit are incorporated by reference herein.