Vireo Growth Inc.

EX-99.1 · tm2617497d2_ex99-1.htm

EX-99.1
 4
 tm2617497d2_ex99-1.htm
 EXHIBIT 99.1

 Exhibit 99.1

 Vireo Growth Inc. Completes
Acquisition of Bridgewell Agribusiness LLC and Plans to Acquire Dispensaries in Nevada and Maryland

 MINNEAPOLIS,
Minnesota, June 5, 2026 -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), today
announced the closing of its previously announced acquisition of all of the issued and outstanding
partnership interests of Agribusiness Holdings Limited Partnership, including its subsidiary Bridgewell Agribusiness LLC (“Bridgewell”)
among other subsidiaries, pursuant to a Securities Purchase Agreement entered into among the various sellers named therein (the “Sellers”)
and certain other parties thereto (the “Bridgewell Transaction”).

 The
Company also simultaneously announced that it entered into an Asset Purchase Agreement (“APA”) with M3
Wellness, LLC (“M3 Wellness”) for a Nevada dispensary, and that it previously entered into a definitive agreement with HA-MD,
LLC (“HA-MD”) for an equity interest in its Maryland dispensaries (collectively, the “Dispensary Transactions”).

 Bridgewell
Transaction

 Bridgewell is
a supplier of organic and non-GMO food and agricultural products to manufacturers. Bridgewell sources, procures and supplies organic
and non-GMO agricultural commodities and food ingredients, and acts as an intermediary between agricultural producers and food manufacturers,
providing customers with a reliable supply of raw materials and ingredients that meet applicable certification and regulatory standards.

 “This
transaction represents an important step in the continued evolution of Vireo’s broader supply chain and procurement strategy,”
stated John Mazarakis , Chief Executive Officer of Vireo. “Bridgewell brings deep relationships,
procurement expertise, and scalable infrastructure that complement our existing operations and strengthen the ancillary cannabis segment
of our business. Together with our recent acquisition of The Hawthorne Gardening Company LLC ,
and its subsidiaries, we believe this transaction enhances our ability to drive operational efficiencies and create long-term value across
our business.”

 “Joining Vireo
marks an exciting new chapter for Bridgewell,” stated Patrick McCauley, Chief Executive Officer of Bridgewell. “We have built
our business around trusted supplier relationships, dependable sourcing capabilities, and customer service. By partnering with Vireo,
we believe we are well-positioned to expand our platform, pursue new growth opportunities, and continue delivering value to our customers
and partners.”

 The aggregate
consideration for the Bridgewell Transaction was based on a base purchase price of US$40.0 million, subject to adjustments for assumed
indebtedness that will remain outstanding following closing and the assumption of certain other transaction expenses. After giving effect
to such adjustments, the closing purchase price was approximately US$13.66 million.

 In connection
with the closing of the Bridgewell Transaction, Vireo issued unsecured, subordinated convertible notes to the Sellers (collectively, the
 “Convertible Notes”). The Convertible Notes will convert on or after the second anniversary of closing into, on a pre-share
consolidation basis, an aggregate estimated 22,036,528 subordinate voting shares of Vireo at a deemed price of US$0.62 per share,
subject to final adjustment in accordance with the terms of the Securities Purchase Agreement and the policies of the Canadian Securities
Exchange.

 Dispensary
Transactions

 Vireo
entered into an APA dated June 5, 2026, to acquire an M3 Wellness dispensary, located in Hawthorne, Nevada, from M3 Wellness for
total consideration of $500,000, $290,000 of which is payable in cash on closing, and the balance of which will be satisfied by issuing,
on a pre-share consolidation basis, 416,667 subordinate voting shares of Vireo at closing. In addition, subject to the terms and conditions
of the APA, Vireo shall pay to M3 Wellness a single, performance-based earnout, based upon achievement of certain EBITDA benchmarks by
December 31, 2029. Completion of this Dispensary Transaction is subject to regulatory approval from the Nevada Cannabis Compliance
Board, as well as customary conditions, including receipt of necessary approvals.

 Vireo
also announced that it previously entered into a definitive agreement dated November 3, 2025, to acquire an indirect 49% equity interest
in Chesapeake Integrated Health Institute, LLC and Maryland Alternative Relief, LLC from the current members of HA-MD (the sole owner
of such licenses) for total consideration of $1.55 million, $400,000 of which is payable in cash on closing (subject to adjustment based
on the financial condition of HA-MD at the time of closing), $400,000 of which will be paid under promissory note and the balance of which
will be satisfied by issuing, on a pre-share consolidation basis, 1,111,110 subordinate voting shares of Vireo at closing at a deemed
issue price per share of $0.675. Completion of this Dispensary Transaction is subject to regulatory approval from the Maryland Cannabis
Administration (which approval has been obtained), as well as customary additional conditions, including receipt of necessary approvals.

 The share
consideration will be subject to customary resale restrictions under Canadian securities law and hold period under the rules of the
Canadian Securities Exchange. There can be no assurance that the Dispensary Transactions will be completed on the terms described herein,
or at all

 About
Vireo Growth Inc.

 Vireo
was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned, and execution-focused
platform in the industry. This strategy drives Vireo’s intense local market focus while leveraging the strength of a national portfolio.
Vireo is committed to hiring industry leaders and deploying capital and talent where it believes it will drive the most value. Vireo
operates with a long-term mindset, a bias for action, and an unapologetic commitment to its customers, employees, shareholders, industry
collaborators, and the communities it serves. For more information about Vireo, visit www.vireogrowth.com .

 Forward-Looking Information

 This press release contains “forward-looking information”
or “forward-looking statements” within the meaning of applicable United States and Canadian securities legislation (referred
to herein as “forward-looking information”). To the extent any forward-looking information in this press release constitutes
 “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being
provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose
and the reader should not place undue reliance on such financial outlooks.

 Forward-looking information contained in this press release may be
identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking
forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,”
 “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense
and includes statements regarding expectations around the Bridgewell Transaction or the Dispensary Transactions and the expected benefits
thereof; the final value of the consideration to be paid in the transaction; and the Company’s expectations around integration of
the operations of its recent acquisitions and timing thereof. These statements should not be read as guarantees of future performance
or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance,
or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks,
as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out
herein and in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the U.S. Securities Exchange
Commission. Our actual financial position and results of operations may differ materially from management’s current expectations
and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press
release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be
reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well
as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current
and future regulatory environment, and the availability of licenses, approvals and permits.

 Although the Company believes that the expectations and assumptions
on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking
information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ
materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties
that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and
uncertainties include, but are not limited to: risks related to receipt of necessary regulatory and third-party approvals for completion
of the Dispensary Transactions; risks and uncertainties associated with the Dispensary Transactions, some of which are beyond the Company’s
control; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result
of the Bridgewell Transaction or Dispensary Transactions; the effects of the Bridgewell Transaction or Dispensary Transactions on the
Company and the interests of various constituents; the nature, cost, impact and outcome of pending and future litigation, other legal
or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use legislation
in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate
voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and
regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States
and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth;
difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent
in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the
Company’s ability to meet the demand for flower in its various markets; our ability to dispose of our assets held for sale at an
acceptable price or at all; and risk factors set out in the Company’s Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission at www.sec.gov and filed
with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com .

 The statements in this press release are made as of the date of this
release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information
to reflect events or circumstances after the date of such statements.

 For Vireo, contact:

 Lynn Ricci

 Director Investor Relations & Corporate Communications

 investor@vireogrowth.com

 (612) 314-8995

EX-4.1 · tm2617497d2_ex4-1.htm

EX-4.1
 2
 tm2617497d2_ex4-1.htm
 EXHIBIT 4.1

 Exhibit 4.1

 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY BEFORE [●] 1

 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT THESE SECURITIES MAY BE
OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED, ABSENT AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE COMPANY
UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S (“REGULATION
S”) UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH RULE 144
UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS
PURSUANT TO (C) OR (D) ABOVE, OR IN ANY OTHER CASE AS REQUIRED BY THE TRANSFER AGENT, A LEGAL OPINION SATISFACTORY TO THE COMPANY
MUST FIRST BE PROVIDED TO THE COMPANY AND THE TRANSFER AGENT, IF ANY, OF THE COMPANY STATING THAT SUCH TRANSACTION DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.

 FORM OF

 CONVERTIBLE PROMISSORY NOTE

 No. CN-1
 Date of Issuance

 US$[●]
 [●], 2026

 FOR VALUE RECEIVED ,
Vireo Growth Inc., a British Columbia corporation (the “ Company ”), hereby promises to pay to the order of [_] (the
 “ Holder ”), the principal sum of US$[●] (the “ Principal Amount ”), together with interest thereon
from the date of issuance of this convertible promissory note (this “ Note ”). Interest will accrue at a rate of [●]%
per annum. 2 The Company shall make payments of accrued interest on April 1, June 1, September 1 and January 2
of each year (or, in each case, the next business day if such date is not a business day) while this Note remains outstanding; provided,
however, that the Company’s obligation to make any such interest payment shall be contingent upon, and limited to the extent of,
sufficient funds being available under the Tariff Refund Holdback (as defined in the Purchase Agreement (as defined below)) therefor.
Unless earlier converted into Conversion Shares (as defined below), the principal and accrued interest of this Note will be due and payable
by the Company on the fifth (5 th ) anniversary of the date of issuance of this Note (the “ Maturity Date ”).
Capitalized terms not otherwise defined in this Note will have the meanings set forth in Section 3.1.

 1.              Payment .
All payments will be made in lawful money of the United States of America at the principal office of the Company, or at such other place
as the Holder may from time to time designate in writing to the Company. Payment will be credited first to accrued interest due and payable,
with any remainder applied to principal. Prepayment of principal, together with accrued interest, may not be made without the written
consent of the Holder.

 1 Note to Draft: To be the date that is four months and
a day after the distribution date.

 2 Note to Draft: Interest to be minimum AFR.

 2.              Security;
Priority . This Note is a general unsecured obligation of the Company. This Note is subordinated in right and time of payment to the
prior payment in full of all indebtedness of the Company consisting of borrowed money, including, without limitation, the principal amount
of all debts, claims and indebtedness and accrued and unpaid interest and all fees, costs and expenses related thereto, whether primary,
secondary, direct, contingent, or otherwise now or from time to time hereafter owing, due or payable, and whether or not such indebtedness
is owed to banks, commercial finance lenders, or other institutions regularly engaged in the business of lending money (the “ Senior
Debt ”). The Company hereby agrees, and by accepting this Note, the Holder hereby acknowledges and agrees, that so long as any
Senior Debt is outstanding, upon notice from holders of such Senior Debt (the “ Senior Creditors ”) to the Company that
an event of default, or any event has occurred under the terms of the Senior Debt for which the giving of notice or the passage of time
or both would constitute an event of default (a “ Default Notice ”), the Company will not make, and the Holder will not
receive or retain, any payment under this Note. Nothing in this paragraph will preclude or prohibit the Holder from receiving and retaining
any payment hereunder unless and until the Holder has received a Default Notice (which will be effective until waived in writing by the
Senior Creditors) or from converting this Note or any amounts due hereunder into Conversion Shares. The Holder shall promptly return to
the Company or its designee any payment received in violation of this paragraph.

 3.              Conversion .
This Note will be convertible into Conversion Shares pursuant to the following terms.

 3.1              Definitions .

 (a)             “ Code ”
means the U.S. Internal Revenue Code of 1986, as amended.

 (b)             “ Conversion
Shares ” means that number of subordinate voting shares in the authorized share structure of the Company, or any subsequent securities
which Conversion Shares are converted into or exchanged for in connection with any reorganization, recapitalization, reclassification,
consolidation, merger, amalgamation, arrangement or other transaction involving the Company.

 (c)             “ SEC ”
means the U.S. Securities and Exchange Commission.

 (d)             “ Securities
Act ” means the Securities Act of 1933, as amended.

 3.2              Mandatory
Conversion . Notwithstanding any other provision of this Note, upon written notice by the Company to the Holder on or after the second
anniversary of the date of issuance of this Note, if the Company notifies the Holder that the average daily trading volume for the subordinate
voting shares for the twenty (20)-trading day period preceding such notification is at least equal to 900,000 shares (as such trading
volume threshold is proportionally adjusted from time to time to account for any Adjustment Event (as defined below)) (the date of such
conversion, the “ Mandatory Conversion Date ”), this Note will automatically convert into that number of Conversion Shares
equal to the quotient of (a) all amounts due and payable to the Holder under this Note, divided by (b) the Closing Share
Price (as such term is defined in (and calculated in accordance with) the Purchase Agreement). Notwithstanding the foregoing, the Company
shall have no obligation to convert this Note or any amounts due hereunder into Conversion Shares if in the Company’s reasonable
judgment, such issuance would violate any applicable law.

 2

 3.3              Optional
Conversion . The Holder may elect to convert this Note into that number of Conversion Shares equal to the quotient of (a) all
amounts due and payable to the Holder under this Note, divided by (b) the Closing Share Price (as such term is defined in
(and calculated in accordance with) the Purchase Agreement) upon notice to the Company during the period of time following the second
(2 nd ) anniversary of the date of issuance of this Note but before the fifth (5 th ) anniversary of the date of issuance
of this Note.

 3.4              Mechanics
of Conversion . As promptly as practicable after the conversion of this Note and the issuance of the Conversion Shares, the Company
(at its expense) will either issue and deliver a certificate or certificates evidencing the Conversion Shares (if certificated) to the
Holder, or if the Conversion Shares are not certificated, will deliver a true and correct copy of the Company’s share register reflecting
the Conversion Shares held by the Holder. The Company will not be required to issue or deliver the Conversion Shares until the Holder
has surrendered this Note to the Company (if delivered in other than electronic form) or agreed to or provided an instrument of cancellation
or an affidavit of loss. The number of Conversion Shares to be issued under this Note shall be rounded up to the nearest whole share,
and no fractional shares shall be issued.

 3.5              Adjustments .
If, at any time prior to the conversion of this Note, the Company shall: (a) subdivide or consolidate its outstanding subordinate
voting shares into a greater or lesser number of shares; (b) pay a dividend or make a distribution on its subordinate voting shares
in subordinate voting shares; (c) issue by reclassification of its subordinate voting shares any shares of the Company; or (d) effect
any reorganization, amalgamation, arrangement, merger, consolidation or sale of all or substantially all of its assets (each, an “ Adjustment
Event ”), then the number of Conversion Shares issuable upon conversion of this Note and/or the effective conversion price shall
be adjusted proportionally such that the Holder, upon conversion following such Adjustment Event, shall receive the same economic value
and proportionate interest in the Company as the Holder would have received had the conversion occurred immediately prior to such Adjustment
Event. In the case of any reorganization, amalgamation, arrangement, merger or consolidation pursuant to which the subordinate voting
shares are converted into or exchanged for other securities, cash or property, the Holder shall be entitled upon conversion to receive
such securities, cash or property as the Holder would have received had the Holder converted this Note immediately prior to such event.
Without limiting the foregoing, if at any time prior to the conversion of this Note, any change in the authorized share structure of the
Company shall occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange
or readjustment of shares, or any stock dividend or distribution paid in stock, the Conversion Shares issuable upon conversion of this
Note shall be appropriately adjusted to provide the same economic effect as contemplated by this Note prior to such event.

 4.              Representations
and Warranties of the Company . In connection with the transactions contemplated by this Note, the Company hereby represents and warrants
to the Holder as follows:

 4.1              Due
Organization; Qualification . The Company is a corporation duly organized and validly existing under the laws of the Province of British
Columbia and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified
to transact business in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company.

 4.2              Authorization
and Enforceability . All corporate action has been taken on the part of the Company and its officers, directors, and shareholders necessary
for the authorization, execution, and delivery of this Note and the issuance of the Conversion Shares in accordance with the terms hereof.
Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement
of creditors’ rights, the Company has taken all corporate action required to make all of the obligations of the Company reflected
in the provisions of this Note valid and enforceable in accordance with its terms.

 3

 5.              Representations
and Warranties of the Holder . In connection with the transactions contemplated by this Note, the Holder hereby represents and warrants
to the Company as follows:

 5.1             The
Holder has full power and authority (and, if an individual, the capacity) to enter into this Note and to perform all obligations required
to be performed by it hereunder. This Note, when executed and delivered by the Holder, will constitute the Holder’s valid and legally
binding obligation, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally,
and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 5.2             The
Holder is an “accredited investor”, as such term is defined in Rule 501(a) of Regulation D under the Securities
Act, and as defined by Section 1.1 of National Instrument 45-106 – Prospectus Exemptions. The Holder has such knowledge and
experience in financial, tax and business matters as to be capable of evaluating independently the merits and risks of its investment
in the Conversion Shares and is able, without impairing its financial condition, to hold such Conversion Shares for an indefinite period
of time and to bear the economic risks, and withstand a complete loss, of such investment.

 5.3             The
Conversion Shares to be acquired by the Holder pursuant to this Note will be acquired for investment for the Holder’s own account,
and not with a view to the resale or distribution of any part thereof in violation of the Securities Act or applicable Canadian laws,
and the Holder has no present intention of selling, contributing, granting any participation in, or otherwise distributing the same in
violation of the Securities Act or applicable Canadian laws.

 5.4             The
Holder is an entity or individual resident outside of Canada, is not acquiring the Conversion Shares pursuant to this Note on behalf of,
or for the account or benefit of, any person or company in Canada and the acquisition of Conversion Shares pursuant to this Note is not
part of a plan or scheme to avoid the prospectus requirements in connection with a distribution of such securities to a person or company
in Canada. The Holder acknowledges that Conversion Shares may be subject to resale restrictions under applicable law and covenants that
any resale or further distribution of the Conversion Shares will be made only in compliance with applicable law, including all applicable
Canadian securities laws and regulations.

 5.5             The
Holder acknowledges that the Company is relying on the exemption from the prospectus requirement set forth in BC Instrument 72-503 –
Distribution of Securities Outside British Columbia in connection with the issuance of this Note and the Conversion Shares, and in connection
therewith the Holder confirms that: (i) the Holder is not resident in British Columbia; (ii) the Holder is purchasing this Note
and the Conversion Shares issuable hereunder as principal; (iii) the Company will comply with the securities law requirements in
the jurisdiction where the Holder is resident; and (iv) the Company is not relying on Multilateral Instrument 45-108 – Crowdfunding
in the jurisdiction where the Holder is resident.

 5.6             The
Holder is not acquiring the Conversion Shares pursuant to this Note as a result of any form of “general solicitation” or “general
advertising” (as such terms are defined in Regulation D under the Securities Act) including advertisements, articles, notices or
other communications published in any newspaper, magazine or similar media or the internet, or broadcast over the internet, radio, or
television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

 4

 5.7             The
Holder understands that (i) the Conversion Shares issuable pursuant to this Note have not been and will not have been registered
under the Securities Act or any state securities laws, by reason of specific exemptions therefrom which depend upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein, (ii) the
Conversion Shares are, or will, when issued pursuant to this Note, be “restricted securities” under applicable U.S. federal
and state securities laws and that, pursuant to these laws, the Holder may not resell or otherwise transfer the Conversion Shares unless
they are registered with the SEC and qualified by state authorities, or an exemption or exclusion from such registration and qualification
requirements is available, (iii) the Company will have no obligation to register or qualify Conversion Shares for resale in the United
States except as set forth in the Investor Rights Agreement, (iv) if an exemption from registration or qualification is available,
it may be conditioned on various requirements including, but not limited to, the time and manner of sale requirements, the holding period
for the Conversion Shares, and on requirements relating to the Company that are outside of the Holder’s control, and which the Company
is under no obligation (except as set forth in the Investor Rights Agreement) and may not be able to satisfy, and (v) no public market
may continue to exist for the Conversion Shares in the U.S. or elsewhere, and that the Company has made no assurances that a public market
will continue to exist for the Conversion Shares in the U.S. or elsewhere.

 5.8             The
Holder understands and acknowledges that (i) if the Company is ever deemed to be, or to have been at any time previously, an issuer
with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the Securities Act may
not be available for resales of the Conversion Shares, and (ii) the Company is not obligated to take, and has no present intention
of taking, any action to make Rule 144 under the Securities Act (or any other exemption) available for resales of the Conversion
Shares except as set forth in the Investor Rights Agreement.

 5.9             The
Holder understands and acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity (including,
without limitation, the SEC or any state securities commission) has made any finding or determination as to the merit of investment in,
nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the transactions contemplated
hereby or the Conversion Shares.

 5.10           The
Holder is a United States person (as defined by Section 7701(a)(30) of the Code), or, if the Holder is not a United States person
(as defined by Section 7701(a)(30) of the Code), the Holder hereby represents that he, she or it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with the Holder’s acquisition of the Conversion Shares, or any use of this
Note, including (i) the legal requirements within his, her or its jurisdiction for the acquisition of the Conversion Shares, (ii) any
foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant to the Holder as a result of the transactions contemplated
hereby and the acquisition, holding, redemption, sale, or transfer of the Conversion Shares.

 5.11           The
Holder’s receipt of and continued beneficial ownership of the Conversion Shares under this Note will not violate any applicable
securities or other laws.

 5

 6.              Miscellaneous .

 6.1              Successors
and Assigns . Except as otherwise provided herein, the terms and conditions of this Note will inure to the benefit of, and be binding
upon, the respective successors and assigns of the parties; provided, however, that (a) the Company may not assign its obligations
under this Note without the written consent of the Holder, and (b) Holder may not assign this Note without the written consent of
the Company; provided, however, the Holder may assign this Note to an Affiliate (as defined in the Purchase Agreement) or beneficiary,
in each case, for bona fide estate planning or estate administration purposes, and, the Holder must provide prior written notice of such
assignment to the Company, and the Holder must furnish to the Company, its registrar and transfer agent, or any other agents or representatives
of the Company, such documentation or information as any of them may request in connection with the issuance of Conversion Shares upon
conversion of this Note. This Note is for the sole benefit of the parties hereto and their respective successors and permitted assigns,
and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit,
or remedy of any nature whatsoever under or by reason of this Note, except as expressly provided in this Note.

 6.2              Choice
of Law . This Note, and all matters arising out of or relating to this Note, whether in contract, tort, or statute will be governed
by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the conflict of laws provisions
thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than
those of the State of Delaware.

 6.3              Counterparts .
This Note may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one
and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g. , www.docusign.com), or other transmission method, and any counterpart so delivered
will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 6.4              Titles
and Subtitles . The titles and subtitles used in this Note are included for convenience only and are not to be considered in construing
or interpreting this Note.

 6.5              Notices .
All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon
personal delivery to the party to be notified; (b) when sent by email or confirmed facsimile; (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will
be sent to the respective parties at the addresses shown on the signature pages hereto (or to such email address, facsimile number,
or other address as subsequently modified by written notice given in accordance with this Section 6.5).

 6.6              No
Finder’s Fee . Each party represents that it neither is nor will be obligated to pay any finder’s fee, broker’s fee,
or commission in connection (directly or indirectly) with the transactions contemplated by this Note. The Holder agrees to indemnify and
to hold the Company harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s
fee arising out of the transactions contemplated by this Note (and the costs and expenses of defending against such liability or
asserted liability) for which the Holder or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify
and hold the Holder harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s
fee arising out of the transactions contemplated by this Note (and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees, or representatives is responsible.

 6

 6.7              Expenses .
Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of this
Note.

 6.8              Attorneys’
Fees . If any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party will be
entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such party may
be entitled. Without limiting the foregoing, in the event of any action at law or in equity or other litigation arising out of this Note,
the Prevailing Party (as hereinafter defined) shall be entitled to receive from the non-Prevailing Party an amount equal to the Prevailing
Party’s costs incurred in such action at law or in equity or other litigation, including, without limitation, the Prevailing Party’s
attorneys’ fees, costs and disbursements. For purposes of this Section 6.8: (a) the term “ Prevailing Party ”
shall be deemed to be that party who obtains substantially the result sought, whether by settlement, mediation, judgment, or otherwise
and (b) the term “ attorneys’ fees ” shall include, without limitation, the actual attorneys’ fees
incurred in retaining counsel for advice, negotiations, suit, appeal, and any other legal proceeding, including mediation and arbitration.
The provisions of this Section 6.8 shall survive any termination or conversion of this Note.

 6.9              Entire
Agreement; Amendments and Waivers . This Note, the Purchase Agreement and the Investor Rights Agreement constitute the full and entire
understanding and agreement between the parties with regard to the subject matter hereof and thereof. Any term of this Note may be amended
and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively)
with the written consent of the Company and the Holder.

 6.10            Severability .
If one or more provisions of this Note are held to be unenforceable under applicable law, then such provisions will be excluded from this
Note, the balance of the Note will be interpreted as if such provisions were so excluded, and this Note will be enforceable in accordance
with its terms.

 6.11            Acknowledgment .
For the avoidance of doubt, the Holder acknowledges and agrees that the number of Conversion Shares issuable under this Note will be subject
to all adjustments as set forth in Section 3.5 of this Note.

 6.12            Further
Assurances . From time to time, the parties will execute and deliver such additional documents and will provide such additional information
as may reasonably be required to carry out the full intent and purpose of this Note and any agreements executed in connection herewith,
and to comply with applicable securities laws (including state, federal, and provincial securities laws) or other regulatory approvals.

 6.13            Limitation
on Interest . In no event will any interest charged, collected, or reserved under this Note exceed the maximum rate then permitted
by applicable law, and if any payment made by the Company under this Note exceeds such maximum rate, then such excess sum will be credited
by the Holder as a payment of principal.

 6.14            Officers
and Directors not Liable . In no event will any officer or director of the Company be liable for any amounts due and payable pursuant
to this Note.

 6.15            Approval .
The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the Company’s execution
of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry
concerning the Company’s financing objectives and financial situation. In addition, the Company hereby represents that it intends
to use the principal of this Note primarily for the operations of its business, and not for any personal, family, or household purpose.

 7

 6.16            Waiver
of Jury Trial . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
NOTE, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS
BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO, AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HEREBY FURTHER
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

 6.17            Transfer
of Notes . This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied
by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued to, and
registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in
the name of, the transferees. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute
full discharge of the Company’s obligation to pay such interest and principal.

 6.18            Set-Off
Rights . Notwithstanding anything to the contrary contained herein, the Company shall be entitled to withhold from any amounts of principal
or interest otherwise payable to the Holder under this Note (or the number of Conversion Shares issuable upon conversion of this Note),
and to set off against such amounts, pursuant to, and subject to the terms and conditions of, that certain Securities Purchase Agreement,
dated as of the date hereof, by and among the Company, the Holder, and the other parties thereto (the “ Purchase Agreement ”).
For the avoidance of doubt, any amounts withheld or set off by the Company in accordance with this Section shall be deemed to have
been paid and shall reduce the amounts outstanding under this Note.

 [signature
pageS follow]

 8

 VIREO GROWTH INC.

 By
              

 Name:

 Title:

 Address:

 Email Address:

 SIGNATURE PAGE TO CONVERTIBLE
NOTE

 Agreed to and accepted:

 [INSERT NAME OF ULTIMATE SELLER]

 By

 Name:

 Title:

 Address:

 Email Address:

 SIGNATURE PAGE TO CONVERTIBLE NOTE

EX-10.1 · tm2617497d2_ex10-1.htm

EX-10.1
 3
 tm2617497d2_ex10-1.htm
 EXHIBIT 10.1

  

 Exhibit 10.1  

  

 CERTAIN
CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT
MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

  

 SECURITIES
PURCHASE AGREEMENT

  

 by and among

  

 VIREO GROWTH INC.,

  

 BWAB
Holdings LLC ,

  

 Bridgewell
Agribusiness LLC,

  

 Agribusiness
Holdings Limited Partnership,

  

 the Ultimate
Sellers set forth on Schedule I hereof,

  

 and

  

 SHAREHOLDER
REPRESENTATIVE SERVICES LLC

  

 Dated as of June 5, 2026

  

  

  

  

 Table of Contents

  

 Page

  

 Article I. DEFINITIONS
 1

  
  

 Article II. PURCHASE AND SALE
 20

 Section 2.01
 Closing
 20

 Section 2.02
 Closing Deliverables
 20

 Section 2.03
 Withholding Rights
 22

 Section 2.04
 Closing Purchase Price and Closing Share Payment Adjustment
 23

 Section 2.05
 Buyer Shares
 26

  
  
  

 Article III. REPRESENTATIONS AND WARRANTIES of ULTIMATE SELLERS
 29

 Section 3.01
 Organization and Qualification
 29

 Section 3.02
 Authority
 30

 Section 3.03
 No Conflicts; Consents
 31

 Section 3.04
 Capitalization
 31

 Section 3.05
 No Subsidiaries
 32

 Section 3.06
 Financial Statements
 32

 Section 3.07
 Undisclosed Liabilities
 33

 Section 3.08
 Absence of Certain Changes, Events and Conditions
 33

 Section 3.09
 Material Contracts
 35

 Section 3.10
 Title to Assets; Real Property
 38

 Section 3.11
 Condition and Sufficiency of Assets
 39

 Section 3.12
 Intellectual Property
 40

 Section 3.13
 Inventory
 44

 Section 3.14
 Accounts Receivable
 44

 Section 3.15
 Customers and Suppliers
 44

 Section 3.16
 Insurance
 45

 Section 3.17
 Legal Proceedings; Governmental Orders
 46

 Section 3.18
 Compliance With Laws; Permits
 46

 Section 3.19
 Environmental Matters
 46

 Section 3.20
 Employee Benefit Matters
 48

 Section 3.21
 Employment Matters
 52

 Section 3.22
 Taxes
 56

 Section 3.23
 Books and Records
 59

 Section 3.24
 Related Party Transactions
 59

 Section 3.25
 Brokers
 59

 Section 3.26
 Securities Law Representations
 59

 Section 3.27
 Certain Business Practices
 61

 Section 3.28
 Registrations, Products and Certain Compliance Matters
 64

 Section 3.29
 Product Warranties; Labels and Packaging; Product Liabilities; Recalls
 65

 Section 3.30
 No Other Representations and Warranties
 66

 Section 3.32
 Competition Act
 68

 Section 3.33
 Investment Canada Act
 68

  

 i

  

  

 Article IV. REPRESENTATIONS AND WARRANTIES OF BUYER
 69

 Section 4.01
 Organization and Authority of Buyer
 69

 Section 4.02
 No Conflicts; Consents
 70

 Section 4.03
 Brokers
 70

 Section 4.04
 Legal Proceedings
 71

 Section 4.05
 Capitalization
 71

 Section 4.06
 Financial Statements
 71

 Section 4.07
 Absence of Buyer Material Adverse Effect
 71

 Section 4.08
 Compliance With Laws
 72

 Section 4.09
 Securities Law Matters
 72

 Section 4.10
 Taxes
 72

 Section 4.11
 No Other Representations and Warranties
 72

 Section 4.12
 Acknowledgement and Representations by Buyer
 72

  
  
  

 Article V. COVENANTS
 73

 Section 5.01
 Resignations; Benefit Plan Termination
 73

 Section 5.02
 Directors’ and Officers’ Indemnification and Insurance
 73

 Section 5.03
 Public Announcements
 74

 Section 5.04
 Release
 74

 Section 5.05
 Further Assurances
 75

 Section 5.06
 Restrictive Covenants
 75

 Section 5.07
 Dissolution of Mexican Subsidiary
 77

 Section 5.08
 Waiver of LPA Restrictive Covenants
 77

 Section 5.09
 Lake Oswego Lease
 77

  
  
  

 Article VI. TAX MATTERS
 77

 Section 6.01
 Transfer Taxes
 77

 Section 6.02
 Termination of Existing Tax Sharing Agreements
 77

 Section 6.03
 Tax Indemnification
 78

 Section 6.04
 Tax Returns
 78

 Section 6.05
 Straddle Period
 79

 Section 6.06
 Contests
 79

 Section 6.07
 Cooperation and Exchange of Information
 80

 Section 6.08
 Survival
 80

 Section 6.09
 Precedence
 80

 Section 6.10
 Refunds
 81

 Section 6.11
 Tariff Refunds
 81

 Section 6.12
 Prohibited Actions
 82

 Section 6.13
 Cash Limitation
 82

  
  
  

 Article VII. INDEMNIFICATION
 83

 Section 7.01
 Survival
 83

 Section 7.02
 Indemnification By the Ultimate Sellers
 83

 Section 7.03
 Indemnification By Buyer
 84

 Section 7.04
 Certain Limitations
 85

  

 ii

  

  

 Section 7.05
 Indemnification Procedures
 86

 Section 7.06
 Payments; Recovery
 88

 Section 7.07
 Tax Treatment of Indemnification Payments
 89

 Section 7.08
 Exclusive Remedies
 89

  
  
  

 Article VIII. MISCELLANEOUS
 90

 Section 8.01
 Expenses
 90

 Section 8.02
 Notices
 90

 Section 8.03
 Interpretation
 91

 Section 8.04
 Headings
 91

 Section 8.05
 Severability
 91

 Section 8.06
 Entire Agreement
 91

 Section 8.07
 Successors and Assigns
 92

 Section 8.08
 No Third-party Beneficiaries
 92

 Section 8.09
 Amendment and Modification; Waiver
 92

 Section 8.10
 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
 92

 Section 8.11
 Specific Performance
 93

 Section 8.12
 Counterparts
 93

 Section 8.13
 Federal Cannabis Laws
 93

 Section 8.14
 Privileged Matters
 94

  

 Remainder of page intentionally left blank.

  

 iii

  

  

 EXHIBITS

  

 Exhibit A
 Specific Accounting Principles

 Exhibit B
 Inventory Accounting Principles

 Exhibit C
 Form of Investor Rights Agreement

 Exhibit D
 Forms of Employment Agreements

 Exhibit E
 Historical Accounting Principles Exceptions

 Exhibit F
 Form of Convertible Note

  

 Schedules

  

 Schedule I – Ultimate Sellers

Schedule II – Indebtedness and Transaction Expenses

  

 Schedule 2.05(d)(iii)(D)

 Schedule 5.02

 Schedule 6.11

 Schedule 6.14

 Schedule 7.02(a)(v)

  

 DISCLOSURE SCHEDULES

 bUYER DISCLOSURE SCHEDULES

  

 iv

  

  

 THIS AGREEMENT IS SUBJECT
TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING REQUIREMENTS THAT THE PARTIES TAKE NO ACTION
IN VIOLATION OF THE ACT; THE GUIDANCE OR INSTRUCTIONS OF ANY REGULATOR; OR THE POLICIES OR INSTRUCTIONS OF ANY APPLICABLE STOCK EXCHANGE.

  

 SECURITIES
PURCHASE AGREEMENT

  

 This Securities Purchase Agreement
(this “ Agreement ”), dated as of June 5, 2026, is entered into by and among Vireo Growth Inc., a British Columbia
corporation (“ Buyer ”), Bridgewell Agribusiness LLC, an Oregon limited liability company (the “ Company ”),
BWAB Holdings, LLC, an Oregon limited liability company (“ BWAB Holdings ”), each Person listed under the heading reading
 “Ultimate Sellers” on Schedule I attached hereto and made a part hereof (each such Person, an “ Ultimate Seller ”
and together the “ Ultimate Sellers ”), Agribusiness Holdings Limited Partnership, an Oregon limited partnership (“ Agribusiness
Holdings ”) and Shareholder Representative Services LLC, a Colorado limited liability company acting solely in its capacity as
the Seller Representative (the “ Seller Representative ”).

  

 RECITALS

  

 WHEREAS ,
BWAB Holdings owns 100% of the issued and outstanding limited liability company membership interests of the Company (the “ Company
Securities ”), Agribusiness Holdings owns 100% of the issued and outstanding limited liability company membership interests of
BWAB Holdings, and the Ultimate Sellers own 100% of the issued and outstanding equity interests of Agribusiness Holdings (the “ Partnership
Interests ”);

  

 WHEREAS ,
Buyer desires to purchase from the Ultimate Sellers, and each of Ultimate Sellers desire to sell to Buyer, all of their respective Partnership
Interests, upon the terms and subject to the conditions hereinafter set forth;

  

 WHEREAS ,
in connection with the Ultimate Sellers’ sale and Buyer’s purchase of the Partnership Interests, Agribusiness Holdings and
BWAB Holdings are joining Ultimate Sellers in making certain representations, warranties, covenants and agreements in connection therewith;
and

  

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

  

 Article I.

DEFINITIONS

  

 The following terms have the
meanings specified or referred to in this Article I:

  

 “ Accounting Principles ”
means (i) the specific terms and definitions in this Agreement and the specific policies, terms and matters set forth on Exhibit A ,
(ii) to the extent not inconsistent with the foregoing clause (i), the accounting methods, practices, principles, policies and procedures,
with consistent classifications, judgments and valuation and estimation methodologies of the Company that were used in the preparation
of the Financial Statements for the year of 2025, and (iii) to the extent not addressed in the foregoing clauses (i) or (ii),
GAAP as of the Closing Date. For the avoidance of doubt, clause (i) shall take precedence over clauses (ii) and (iii), and clause
(ii) shall take precedence over clause (iii).

  

 1

  

 “ Action ”
means any claim, action, cause of action, demand, lawsuit, arbitration, audit, notice of violation, proceeding, litigation, citation,
summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

  

 “ Actual Closing Purchase
Price ” means the amount of the Closing Purchase Price as calculated and finally determined in accordance with Section 2.04(b) and
(c).

  

 “ Adjusted Pro Rata
Share ” means, as to any Ultimate Seller, as of any point in time after Closing as determined by the Seller Representative from
time to time after the Closing, the following fraction expressed as a percentage: (i) the numerator equals the original principal
amount of the Convertible Note issued to that Ultimate Seller plus (or minus) any Upward Adjustment Amount (or Downward Adjustment Amount)
credited to (or deducted from) that Ultimate Seller plus any Tariff Refund and/or Pre-Closing Tax Refund credited to that Ultimate Seller,
plus in the case of Eric Brooks, the initial principal amount of the note issued to him as set forth on Schedule II (the “ Redemption
Note ”); and (ii) the denominator equals the sum of the original principal amount of the Convertible Notes issued to all
Ultimate Sellers plus (or minus) any  Upward Adjustment Amount (or Downward Adjustment Amount) credited to (or deducted from) all
Ultimate Sellers plus any Tariff Refund and/or Pre-Closing Tax Refund credited to all Ultimate Sellers, plus the initial principal amount
of the Redemption Note. For the avoidance of doubt, the aggregate Adjusted Pro Rata Shares shall at all times equal 100.00%. If Seller
Representative for any reason fails to notify Buyer of a new Adjusted Pro Rata Share, Buyer shall be entitled to use the most recent Adjusted
Pro Rata Share of which Buyer was notified by Seller Representative or, if none, the Base Pro Rata Share.

  

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

  

 “ Agribusiness Holdings ”
has the meaning set forth in the preamble.

  

 “ AI Technologies ”
means any and all deep learning, machine learning, and other artificial intelligence technologies, including without limitation any and
all: (a) proprietary algorithms, software, or systems that make use of or employ neural networks, statistical learning algorithms
(such as linear and logistic regression, support vector machines, random forests, or k-means clustering), or reinforcement learning; and
(b) proprietary embodied artificial intelligence and related hardware or equipment.

  

 “ Agreement ”
has the meaning set forth in the preamble.

  

 “ Ancillary Documents ”
means: (a) the Convertible Notes, (b) the Investor Rights Agreement, (c) the Employment Agreements, and (d) each other
agreement, instrument or document entered into or required to be delivered in connection with the transactions contemplated hereby and
thereby.

  

 2

  

 “ Anti-Bribery and
Corruption Laws ” means: (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the Corruption of Foreign Public Officials
Act (Canada), (c) the United Kingdom Bribery Act, (d) anti-bribery legislation promulgated by the European Union and implemented
by its members states, (e) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials
in International Business Transactions, and (f) other anti-bribery and anti-corruption Laws.

  

 “ Assumed Indebtedness ”
means the outstanding principal and interest owing by the Company pursuant to the Debt Documents as set forth under the “Assumed
Indebtedness” header on Schedule II.

  

 “ Assumed Transaction
Expenses ” means the Transaction Expenses owing by the Company as set forth under the “Assumed Transaction Expenses”
header on Schedule II.

  

 “ Audited Financial
Statements ” has the meaning set forth in Section 3.06.

  

 “ Balance Sheet ”
has the meaning set forth in Section 3.06.

  

 “ Balance Sheet Date ”
has the meaning set forth in Section 3.06.

  

 “ Base Pro Rata Share ”
means, with respect to each Ultimate Seller, the percentage set forth opposite such Ultimate Seller’s name on Schedule I under the
header Base Pro Rata Share.

  

 “ Benefit Plan ”
means each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus,
commission, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, holiday, paid
time off (PTO), health and welfare (including medical, vision, dental, short or long term disability, welfare, accidental death and dismemberment,
life insurance) Code Section 125 cafeteria, life insurance, fringe-benefit and other similar agreement, plan, policy, program, practice,
understanding or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded,
insured or self-insured, registered or unregistered, including each “employee benefit plan” within the meaning of Section 3(3) of
ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or
required to be contributed to by the Company or the Canadian Subsidiary for the benefit of any current or former employee, officer, director,
retiree, independent contractor or consultant of the Company or the Canadian Subsidiary or any spouse or dependent of such individual,
or under which the Company, the Canadian Subsidiary or any of its or their ERISA Affiliates has or may have any Liability, or with respect
to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise, except statutory
benefit plans solely required to be maintained pursuant to applicable Law.

  

 “ Blocker Entities ”
means, collectively, Agribusiness Holdings and BWAB Holdings.

  

 “ Business ”
has the meaning set forth in Section 5.06(b).

  

 3

  

 “ Business Day ”
means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York or Vancouver, British Columbia
are authorized or required by Law to be closed for business.

  

 “ Buyer ”
has the meaning set forth in the preamble.

  

 “ Buyer Board ”
means the board of directors of Buyer.

  

 “ Buyer Disclosure
Schedule ” means the Disclosure Schedules delivered by the Buyer concurrently with the execution and delivery of this Agreement.

  

 “ Buyer Financial
Statements ” has the meaning set forth in Section 4.07.

  

 “ Buyer Indemnitees ”
has the meaning set forth in Section 7.02.

  

 “ Buyer Material Adverse
Effect ” means any effect, event, development, occurrence, fact, condition or change that has a material adverse effect, individually
or in the aggregate, (a) on the business, prospects, results of operations, condition (financial or otherwise), Liabilities or assets
of Buyer or its Subsidiaries, taken as a whole, or (b) on the ability of Buyer to perform in all material respects its obligations
under this Agreement, or on the consummation of (whether by prevention or material delay) the transactions contemplated hereby; provided,
however, that “Buyer Material Adverse Effect” shall not include any effect, event, development, occurrence, fact, condition
or change, directly arising out of or attributable to: (a) changes in general business, economic or political conditions; (b) any
changes in financial or securities markets in general; (c) any national or international political or social conditions, including
acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, pandemics, epidemics or
states of emergency, whether declared or undeclared; (d) any “act of God,” including, but not limited to, weather, natural
disasters and earthquakes; (e) any changes in applicable Laws or accounting rules; (f) the public announcement or pendency of
the transactions contemplated by this Agreement; or (g) any failure (in and of itself) by Buyer or its Subsidiaries to meet, with
respect to any period or periods, any projections or forecasts, estimates of earnings or revenues or business plan (provided, that any
effect, event, development, occurrence, fact, condition or change giving rise to or contributing to such failure may be deemed to constitute,
or be taken into account in determining whether there has been a Buyer Material Adverse Effect); provided further, however, that any event,
occurrence, fact, condition or change referred to in clauses (a) through (e) immediately above shall be taken into account in
determining whether a Buyer Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event,
occurrence, fact, condition or change has a disproportionate effect on Buyer or its Subsidiaries compared to other participants in the
industries in which Buyer or its Subsidiaries conduct their businesses.

  

 “ Buyer Multiple Voting
Shares ” means the multiple voting shares in the authorized share structure of Buyer.

  

 “ Buyer Shares ”
means the subordinate voting shares in the authorized share structure of Buyer, or any subsequent securities which Buyer Shares are converted
into or exchanged for in connection with any reorganization, recapitalization, reclassification, consolidation, merger or other transaction
involving Buyer.

  

 4

  

 “ BWAB Holdings ”
has the meaning set forth in the preamble.

  

 “ Canadian Securities
Regulators ” means the applicable securities commission or securities regulatory authority in each of the provinces and territories
of Canada.

  

 “ Canadian Subsidiary ”
means BWAB Canada ULC.

  

 “ Cap ” has
the meaning set forth in Section 7.04(a).

  

 “ Cash ”
means cash and cash equivalents (including short-term investments convertible to cash in no more than ten (10) calendar days) calculated
in accordance with the Accounting Principles.

  

 “ CERCLA ”
means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization
Act of 1986, 42 U.S.C. §§ 9601 et seq.

  

 “ Charter Documents ”
has the meaning set forth in Section 3.03.

  

 “ Closing ”
has the meaning set forth in Section 2.01.

  

 “ Closing Cash ”
means all Cash held by the Company at the Closing, which amount has been set forth on a “Closing Cash Schedule” delivered
by the Company to Buyer prior to the Closing.

  

 “ Closing Certificate ”
means a certificate executed by the Chief Financial Officer of the Company certifying on behalf of the Company and the Canadian Subsidiary,
as of the Closing Date, (a) an itemized list of all outstanding Closing Indebtedness and the Person to whom such outstanding Closing
Indebtedness is owed and an aggregate total of such outstanding Closing Indebtedness, (b) the amount of Transaction Expenses remaining
unpaid as of the Closing (including an itemized list of each such unpaid Transaction Expense with a description of the nature of such
expense and the Person to whom such expense is owed), (c) the Estimated Closing Statement, and that the Estimated Closing Statement
was prepared in all material respects in accordance with the Accounting Principles, and (d) the Inventory Statement, and that the
Inventory Statement was prepared in all material respects in accordance with Section 2.04(a)(ii).

  

 “ Closing Date ”
has the meaning set forth in Section 2.01.

  

 “ Closing Indebtedness ”
means, subject to the limitations set forth in the definition of “Indebtedness,” the aggregate amount of any unpaid Indebtedness
of the Company and each Subsidiary thereof remaining as of the Closing (other than, and without duplication of, the Assumed Indebtedness
and amounts included in Current Liabilities that are taken into account in the calculation of the Closing Working Capital).

  

 5

  

 “ Closing Purchase
Price ” means the sum of:

  

 (a)             $40,000,000,
 plus

  

 (b)             the
Closing Cash, less

  

 (c)             the
amount of Assumed Indebtedness, less

  

 (d)             the
amount of Closing Indebtedness, less

  

 (e)             the
amount of any Pre-Closing Taxes, less

  

 (f)              the
amount of any unpaid Transaction Expenses, where “unpaid” means any Transaction Expenses other than the Assumed Transaction
Expenses which are being paid at Closing by Buyer; provided, however, that the Transaction Bonuses and any Taxes related thereto shall
not be a deduction to the Closing Purchase Price, plus

  

 (g)             the
amount by which Closing Working Capital exceeds the Target Working Capital or minus the amount by which Closing Working Capital
is less than the Target Working Capital.

  

 “ Closing Share Price ”
means the greater of (a) the volume weighted average trading price of Buyer Shares for the twenty (20) consecutive trading days ending
two (2) trading days prior to the Closing Date, and (b) $0.62, provided that in no event shall the Closing Share Price be less
than the minimum price permitted under the policies of the Exchange.

  

 “ Closing Share Payment ”
means a number of Buyer Shares equal to the quotient of (a) the Estimated Closing Purchase Price, divided by (b) the
Closing Share Price.

  

 “ Closing Working
Capital ” means: (a) the Current Assets of the Company (consolidated with those of its Subsidiaries), less (b) the
Current Liabilities of the Company (consolidated with those of its Subsidiaries), determined as of the Closing.

  

 “ Code ”
means the U.S. Internal Revenue Code of 1986, as amended.

  

 “ Company ”
has the meaning set forth in the preamble.

  

 “ Company Auditor ”
means Baker Tilly.

  

 “ Company Intellectual
Property ” means all Intellectual Property that is owned by the Company or the Canadian Subsidiary.

  

 “ Company IP Agreements ”
means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases,
permissions and other Contracts relating to Intellectual Property to which the Company or the Canadian Subsidiary is a party, beneficiary
or otherwise bound, excluding so-called “off-the-shelf” products and “shrink wrap” software licensed to the Company
or the Canadian Subsidiary in the Ordinary Course of Business.

  

 6

  

 “ Company IP Registrations ”
means all Company Intellectual Property, which is registered or for which an application for registration has been filed by the Company,
to or with any Governmental Authority or authorized private registrar in any jurisdiction, including issued patents, registered trademarks,
domain names and copyrights, and pending applications for any of the foregoing.

  

 “ Company IT Systems ”
means all software, computer hardware, servers, networks, platforms, peripherals, and similar or related items of automated, computerized,
or other information technology (IT) networks and systems (including telecommunications networks and systems for voice, data, and video)
owned, leased, licensed, or used (including through cloud-based or other third-party service providers) by the Company or the Canadian
Subsidiary.

  

 “ Company Securities ”
has the meaning set forth in the recitals.

  

 “ Confidential Information ”
has the meaning set forth in Section 5.06(b).

  

 “ Contracts ”
means all contracts, leases, subleases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures
and all other agreements, commitments and legally binding arrangements, whether in writing or oral.

  

 “ Convertible Note ”
means, with respect to each Ultimate Seller, such Ultimate Seller’s certain unsecured, subordinated Convertible Note issued by Buyer
to such Ultimate Seller on the Closing Date, convertible into a number of shares of Buyer Shares as set forth on the Estimated Closing
Statement for such Ultimate Seller in accordance with its terms, in the form attached hereto as Exhibit F .

  

 “ Counsel ”
has the meaning set forth in Section 8.14(a).

  

 “ Current Assets ”
means, on a consolidated basis, accounts receivable, Inventory (prepared in accordance with the Inventory Accounting Principles set
forth on Exhibit B ), prepaid expenses and other current assets of the Company and each Subsidiary thereof, but excluding (a) Cash
(including restricted cash), (b) the portion of any prepaid expense of which the Company will not receive the benefit following the
Closing, (c) Tax assets and deferred Tax assets, (d) the current portion of any intercompany receivables, and (e) the current
portion of any lease assets and rights of use, each determined in accordance with the Accounting Principles. For purposes of this definition, Inventory
shall be determined in accordance with the definition of “Inventory” in this Agreement and the Inventory Accounting Principles.

  

 “ Current Liabilities ”
means, the accounts payable, accrued expenses (including compensation) and other current liabilities of the Company and each Subsidiary
thereof, but excluding (a) Tax liabilities and deferred Tax liabilities, (b) the current portion of any lease liabilities, (c) the
current portion of any intercompany payables, (d) Transaction Expenses, and (e) the current portion of any other Indebtedness
of the Company or its Subsidiaries, including the Assumed Indebtedness and Closing Indebtedness, each determined in accordance with the
Accounting Principles.

  

 “ Customs &
Trade Laws ” means any Laws and regulations relating to the import, export, reexport, or transfer of goods, services, and technical
information, including, but not limited to, those under the Export Control Reform Act of 2018 (50 U.S.C. 4801 et seq.) and the Export
Administration Regulations (15 C.F.R. Part 730 et seq.), the Arms Export Control Act (22 U.S.C. 2778) and the International Traffic
in Arms Regulations (22 C.F.R. Part 120 et seq.), the Foreign Trade Regulations administered by the U.S. Department of Commerce Census
Bureau, and applicable import Laws and regulations administered by the U.S. Department of Homeland Security Customs and Border Protection,
and, with respect to Canada, the Export and Import Permits Act (Canada), the Customs Act (Canada), and the regulations promulgated
thereunder, in each case as in effect as of the date hereof.

  

 7

  

 “ D&O Indemnified
Party ” has the meaning set forth in Section 5.02(a).

  

 “ D&O Tail Policy ”
has the meaning set forth in Section 5.02(b).

  

 “ Debt Documents ”
means the Contracts, and amounts of Assumed Indebtedness under each such Contract, set forth on Schedule II attached hereto under the
 “Assumed Indebtedness” header, being all of the Contracts related to the Assumed Indebtedness and which together sum to the
amount of the Assumed Indebtedness.

  

 “ Determination Date ”
has the meaning set forth in Section 7.06(a).

  

 “ Determined Loss ”
has the meaning set forth in Section 7.06(a).

  

 “ Deductible ”
has the meaning set forth in Section 7.04(a).

  

 “ Direct Claim ”
has the meaning set forth in Section 7.05(c).

  

 “ Disclosure Schedules ”
means the Disclosure Schedules delivered by the Company and Buyer concurrently with the execution and delivery of this Agreement.

  

 “ Disputed Amounts ”
has the meaning set forth in Section 2.04(c)(iii).

  

 “ Dollars ”
or “ $ ” means the lawful currency of the United States; unless otherwise expressly set forth in this Agreement, any
amounts referred to herein, or for any calculations hereunder, that rely upon or reference amounts in Canadian dollars shall be converted
to United States Dollars for the purposes hereof, based on the exchange rate posted by the Bank of Canada on the trading day preceding
the applicable date of such amount or calculation, to ensure that such amounts or calculations are determined or calculated on a consistent
basis hereunder.

  

 “ Downward Adjustment
Amount ” has the meaning set forth in Section 2.04(d)(ii).

  

 “ Employment Agreements ”
means, those certain Employment Agreements by and between Prolific Supply LLC, on the one hand, and each of Pat McCauley and Casey Kaiser,
on the other hand, in the form attached hereto as Exhibit D .

  

 “ Encumbrance ”
means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security
interest, mortgage, easement, encroachment, assignment, option, preemptive purchase right, right of way, right of first refusal, or restriction
of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

  

 8

  

 “ Environmental Attributes ”
means any emissions and renewable energy credits, energy conservation credits, benefits, offsets and allowances, emission reduction credits
or words of similar import or regulatory effect (including emissions reduction credits or allowances under all applicable emission trading,
compliance or budget programs, or any other federal, state or regional emission, renewable energy or energy conservation trading or budget
program) that have been held, allocated to or acquired for the development, construction, ownership, lease, operation, use or maintenance
of the Company or the Canadian Subsidiary as of: (a) the date of this Agreement; and (b) future years for which allocations
have been established and are in effect as of the date of this Agreement.

  

 “ Environmental Claim ”
means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any
Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings,
investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries,
penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release
of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition
of any Environmental Permit.

  

 “ Environmental Law ”
means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution
(or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment
(including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to,
or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation,
importation, export, processing, production, disposal or remediation of any Hazardous Materials. The term “ Environmental Law ”
includes the following (including their implementing regulations and any federal, state, provincial local and foreign analogs): the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986,
42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as
amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control
Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976,
as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§
11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; the
Federal Insecticide, Fungicide and Rodenticide Act of 1910, as amended, 7 U.S.C. §§ 136 et seq. (“ FIFRA ”);
and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq., the Canadian Environmental Protection
Act, 1999 (Canada); the Transportation of Dangerous Goods Act, 1992 (Canada); and all applicable similar or analogous state,
local, Canadian federal and provincial laws.

  

 9

  

 “ Environmental Notice ”
means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged
non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

  

 “ Environmental Permit ”
means any Permit, letter, license, registration, clearance, consent, certification, approval, waiver, closure, exemption, decision or
other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

  

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

  

 “ ERISA Affiliate ”
means all employers (whether or not incorporated) that would be treated together with the Company or any of its Affiliates as a “single
employer” within the meaning of Section 414 of the Code.

  

 “ Estimated Closing
Purchase Price ” has the meaning set forth in Section 2.04(a)(i).

  

 “ Estimated Closing
Statement ” has the meaning set forth in Section 2.04(a)(i).

  

 “ Exchange ”
means the Canadian Securities Exchange (provided, that references herein to trading prices on the Exchange shall, if applicable, be deemed
to refer to any successor primary exchange on which Buyer chooses to list its Buyer Shares, and to the extent such successor exchange
is a U.S. exchange, any corresponding references to conversions between Canadian dollars and US dollars will be accordingly ignored for
purposes of this Agreement).

  

 “ Exchange Act ”
means the Securities Exchange Act of 1934, as amended.

  

 “ Exchange Approval ”
means the approval by the Exchange of the transactions contemplated by this Agreement if such is required by the Exchange pursuant to
the policies of the Exchange, otherwise compliance with the Exchange’s notice-based requirements, including the filing of required
notices and timely disclosure, the expiry of the applicable notice period without substantive comment (or the satisfactory resolution
of any such comments).

  

 “ Excluded Taxes ”
means any Taxes taken into account as a reduction to the calculation of the Total Purchase Price.

  

 “ Federal Cannabis
Laws ” means any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation,
harvesting, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating
to the same, including the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C.
 § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony
(concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal
conduct under 18 U.S.C. § 3 and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957 and 1960 and the regulations
and rules promulgated under any of the foregoing.

  

 “ Final Closing Statement ”
has the meaning set forth in Section 2.04(b).

  

 10

  

 “ Financial Statements ”
has the meaning set forth in Section 3.06.

  

 “ Fraud ”
means actual and intentional common law fraud under Delaware law.

  

 “ Fundamental Representations ”
has the meaning set forth in Section 7.01.

  

 “ GAAP ”
means the generally accepted accounting standards in the United States.

  

 “ Governmental Authority ”
means any federal, state, commonwealth, provincial, municipal, local or foreign government or political subdivision thereof, or any court,
agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative
function of government, or any supranational body, arbitrator, court or tribunal of competent jurisdiction, including, for greater certainty
the Exchange.

  

 “ Governmental Order ”
means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

  

 “ GST/HST ”
has the meaning set forth in Section 3.22(m).

  

 “ Hazardous Materials ”
means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each
case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect
under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in
any form, lead or lead-containing materials, urea formaldehyde foam insulation, mold, and polychlorinated biphenyls and per- and poly
fluoroalkyl substances, in each case, to the extent regulated under applicable Law.

  

 “ Historical Accounting
Principles ” means with respect to the Financial Statements, GAAP applied on a consistent basis throughout the periods involved,
except for the consistently applied deviations from GAAP described on Exhibit E .

  

 “ Incremental Pro
Rata Share ” means , with respect to each Ultimate Seller, the percentage set forth opposite such Ultimate Seller’s
name on Schedule I under the header Incremental Pro Rata Share.

  

 11

  

 “ Indebtedness ”
means, without duplication for any obligations which are already reflected in the Transaction Expenses or Current Liabilities, with respect
to any Person (without duplication), (a) all obligations of such Person for borrowed money, including all obligations for principal
and interest, and for prepayment and other penalties, fees, costs and charges of whatsoever nature with respect thereto, (b) all
obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (c) all
obligations of such Person issued or assumed as the deferred purchase price of property or services (other than accounts payable to suppliers
and similar accrued liabilities incurred in the ordinary course of the Person’s business and paid in a manner consistent with industry
practice and other than any such obligations for services to be rendered in the future), (d) except for purposes of the determination
of Closing Purchase Price, all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any lien or security interest on property owned or acquired by such Person whether or not the
obligations secured thereby have been assumed, (e) all finance lease obligations of such Person, including any such obligations that
would be required to be capitalized under GAAP, (f) all obligations (including but not limited to reimbursement obligations) relating
to the issuance of letters of credit for the account of such Person (but, for purposes of the determination of Closing Purchase Price,
only to the extent drawn), (g) all obligations arising out of interest rate and currency swap agreements, cap, floor and collar agreements,
interest rate insurance, currency spot and forward contracts and other agreements or arrangements designed to provide protection against
fluctuations in interest or currency exchange rates, (h) any off balance sheet financing (but excluding all leases that would be
recorded under GAAP as operating leases), (i) any earnout or other such similar contingent payment liabilities (but, for purposes
of the determination of Closing Purchase Price, only to the extent no longer contingent or to the extent then due and payable), (j) any
liabilities or obligations to current or former holders of equity securities in respect of dividends or other distributions, and (k) obligations
in the nature of guarantees of obligations of the type described in clauses (a) through (j) above of any other Person (but,
for purposes of the determination of Closing Purchase Price, only to the extent any such guarantee has been drawn or funded).

  

 “ Indemnified Party ”
has the meaning set forth in Section 7.05.

  

 “ Indemnified Taxes ”
has the meaning set forth in Section 6.03.

  

 “ Indemnifying Party ”
has the meaning set forth in Section 7.05.

  

 “ Independent Accountant ”
has the meaning set forth in Section 2.04(c)(iii).

  

 “ Insurance Policies ”
has the meaning set forth in Section 3.15(a).

  

 “ Intellectual Property ”
means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued
patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part,
substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued
indicia of invention ownership (including certificates of invention, petty patents, design patents, and patent utility models) (“ Patents ”);
(b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source
or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration,
and renewals of, any of the foregoing (“ Trademarks ”); (c) copyrights (registered and unregistered) and works of
authorship, including moral and authorship rights, whether or not copyrightable, and all registrations, applications for registration,
and renewals of any of the foregoing (“ Copyrights ”); (d) internet domain names and social media accounts or user
names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social
media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations,
applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration,
and renewals thereof; (g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology,
business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential
and proprietary information and all rights therein (“ Trade Secrets ”); (h) computer programs, operating systems,
applications, firmware, and other code, including all source code, object code, application programming interfaces, data files, databases,
protocols, specifications, and other documentation thereof, whether or not Copyrights; and (i) rights of publicity.

  

 12

  

 “ Inventory ”
means all inventory owned by the Company or any of its Subsidiaries as of the Closing (determined as of 12:01 a.m. local time at
the applicable location on the Closing Date), wherever located and whether in transit, consisting of (a) finished goods held for
resale in the Ordinary Course of Business, (b) packaging, labels and other materials incorporated into finished goods suitable for
sale in the Ordinary Course of Business, (c) raw materials, supplies and consumables used in the Business, not to exceed the amounts
of such materials, supplies and consumables held in the Ordinary Course of Business, and in any event, not to exceed such amounts held
over the past six months, and (d) returned goods eligible for resale in the Ordinary Course of Business, not to exceed the average
amount of such returned goods held for resale over the past six months, in each case excluding: (i) any obsolete, damaged, defective,
expired, recalled, contaminated, nonconforming or otherwise unsaleable items (or items not eligible for lawful sale or distribution in
the Ordinary Course of Business), (ii) samples, promotional items and marketing materials not held for sale, (iii) goods held
on consignment (as consignor or consignee) or otherwise owned by third parties, (iv) equipment, furniture, fixtures, spare parts
and other fixed assets (including any items properly classified as Property, Plant and Equipment), and (v) any Inventory that is
(or that would be in the Ordinary Course of Business) written off or fully reserved in accordance with the Inventory Accounting Principles.

  

 “ Inventory Accounting
Principles ” has the meaning set forth in Section 2.04(a)(ii).

  

 “ Inventory Statement ”
has the meaning set forth in Section 2.04(a)(ii).

  

 “ Investor Rights
Agreement ” has the meaning set forth in Section 2.02(a)(xii).

  

 “ Knowledge ”
means, when used with respect to (a) Agribusiness Holdings, BWAB Holdings, or the Company, the actual knowledge of Patrick McCauley,
and Casey Kaiser, after reasonable inquiry of those individuals at the Company who would reasonably be expected to have knowledge of the
matters in question by virtue of their respective roles and responsibilities, and without imposing any personal liability on such Person,
and (b) Buyer, the actual knowledge of John Mazarakis and Tyson Macdonald, after reasonable inquiry, and without imposing any personal
liability on such Person.

  

 “ Lake Oswego Lease ”
means that certain Office Lease Agreement dated March 29, 2023 by and between Meadows Road LLC, a Delaware limited liability company,
as Landlord, and Coppice Commodities, LLC, an Oregon limited liability company, as Tenant, as assigned to Agribusiness Holdings.

  

 “ Law(s) ”
means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement
or rule of law of any Governmental Authority.

  

 “ Lease ”
and “ Leases ” have the meanings set forth in Section 3.10(b).

  

 “ Liabilities ”
has the meaning set forth in Section 3.07.

  

 13

  

 “ Licensed Intellectual
Property ” means all Intellectual Property in which the Company or the Canadian Subsidiary holds any rights or interests granted
by other Persons, including any of their Affiliates.

  

 “ Losses ”
means losses, Taxes, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of
whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost
of pursuing any insurance providers; provided, however, that “ Losses ” shall not include any punitive damages, except
to the extent actually awarded to a Governmental Authority or other third party.

  

 “ Material Adverse
Effect ” means any effect, event, development, occurrence, fact, condition or change that has a material adverse effect, individually
or in the aggregate, (1) on the business, results of operations, financial condition, Liabilities or assets of the Company and the
Canadian Subsidiary, taken as a whole, or (2) on the ability of the Company to perform its obligations under this Agreement, or on
the consummation of (whether by prevention or material delay) the transactions contemplated hereby; provided, however, that “Material
Adverse Effect” shall not include any effect, event, development, occurrence, fact, condition or change, directly arising out of
or attributable to: (a) changes in general business, economic or political conditions; (b) any changes in financial or securities
markets in general; (c) any national or international political or social conditions, including acts of war (whether or not declared),
armed hostilities or terrorism, or the escalation or worsening thereof, pandemics, epidemics or states of emergency, whether declared
or undeclared; (d) any “act of God,” including, but not limited to, weather, natural disasters and earthquakes; (e) any
changes in applicable Laws or accounting rules, including GAAP; (f) the public announcement or pendency of the transactions contemplated
by this Agreement; (g) any failure (in and of itself) by the Company to meet, with respect to any period or periods, any projections
or forecasts, estimates of earnings or revenues or business plan (provided, that any effect, event, development, occurrence, fact, condition
or change giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether
there has been a Material Adverse Effect); or (h) any changes or conditions generally affecting the industries in which the Company
and the Canadian Subsidiary operate; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses
(a) through (e) and clause (h) immediately above shall be taken into account in determining whether a Material Adverse
Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has
a disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its businesses.

  

 “ Material Contracts ”
has the meaning set forth in Section 3.09(a).

  

 “ Material Customers ”
has the meaning set forth in Section 3.15(a).

  

 “ Material Suppliers ”
has the meaning set forth in Section 3.15(a).

  

 “ Majority Holders ”
has the meaning set forth in Section 8.16(c).

  

 “ Mexican Subsidiary ”
means BWAB Mexico.

  

 “ Money Laundering
Laws ” means all applicable Laws relating to money laundering.

  

 14

  

 “ Non-Privileged Deal
Communications ” has the meaning set forth in Section 8.14(c).

  

 “ Ordinary Course
of Business ” means the ordinary course of business, consistent with past practice, including with regard to nature, frequency
and magnitude.

  

 “ Partnership Interests ”
has the meaning set forth in the recitals.

  

 “ PEO ” means
a professional employment organization who is treated as the co-employer of the employees of the Company and as a certified employer organization
for purposes of Section 3511 of the Code.

  

 “ PEO Plan ”
means the single employer benefit plans and arrangements sponsored and maintained by the PEO for which the Company pays a service fee
calculated by the PEO for the benefit of current or former employees of the Company under an arrangement between the Company and such
PEO. Any PEO Plans are not Benefit Plans.

  

 “ Permits ”
means all permits, licenses, franchises, approvals, authorizations, variances, registrations, and certificates, obtained, or required
to be obtained, from Governmental Authorities.

  

 “ Permitted Encumbrances ”
has the meaning set forth in Section 3.10(a).

  

 “ Person ”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.

  

 “ Personal Information ”
means any information that is considered “personally identifiable information,” “personal information,” “personal
data,” or like terms under applicable Privacy Laws, including, but not limited to, information regarding or reasonably capable of
being associated with an individual person or device, where such information is information that identifies, could be used to identify
or is otherwise identifiable with an individual, including name, physical address, telephone number, IP address, email address, financial
account number, government-issued identifier (including Social Security number and driver’s license number), medical, health or
insurance information, gender, date of birth, educational or employment information, religious or political views or affiliations, marital
or other status, photograph, or biometric information, and any other data used or intended to be used to identify, contact, precisely
locate, or be associated with an individual. Personal Information may relate to any individual, including a current, prospective or former
customer, employee or vendor of any Person and includes such information in any form, including paper and electronic forms.

  

 “ Platform Agreements ”
has the meaning set forth in Section 3.12(f).

  

 “ Post-Closing Tax
Period ” means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the
Closing Date.

  

 “ Pre-Closing Tax
Period ” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on and including
the Closing Date.

  

 “ Pre-Closing Tax
Refund ” has the meaning set forth in Section 6.10(a).

  

 15

  

 “ Pre-Closing Taxes ”
means an amount equal to the sum of an amount (which amount shall not be less than zero for any taxpayer in any jurisdiction for any taxable
period or portion thereof) equal to the sum of the Tax Liability separately calculated for each jurisdiction in which the Company or any
Subsidiary thereof is subject to Taxes, calculated in accordance with the Accounting Principles and Section 6.04(a) with respect
to any Straddle Period.

  

 “ Prevailing Party ”
has the meaning set forth in Section 8.01.

  

 “ Privacy Laws ”
means all applicable Laws concerning the privacy, security or Processing of Personal Information (which may include Laws of jurisdictions
where Personal Information was collected), including applicable data-breach notification laws, consumer protection laws, laws concerning
requirements for website and mobile application privacy policies and practices, Social Security number protection laws, data security
laws, and laws concerning email, text message or telephone communications, including but not limited to, as applicable, the New York SHIELD
Act, the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention
Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection
Act, the California Consumer Privacy Act and the California Privacy Rights Act, as amended, the Computer Fraud and Abuse Act, the Electronic
Communications Privacy Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Gramm-Leach-Bliley Act, the
Family Educational Rights and Privacy Act, the General Data Protection Regulation (EU 2016/679), the UK Data Protection Act 2018, the
Personal Information Protection and Electronic Documents Act, Canada’s anti-spam law (CASL) and all other similar international,
federal, state, provincial and local laws, as applicable.

  

 “ Privacy Requirements ”
means, collectively, all of the following to the extent relating to the Processing of Personal Information or otherwise relating to privacy,
security, or security breach notification requirements and applicable to the Company or the Canadian Subsidiary, including: (i) the
Company’s own published externally facing privacy policies; (ii) all applicable Privacy Laws; (iii) industry standards
applicable to the industry in which the Business operates (including, if applicable, the Payment Card Industry Data Security Standard
(PCI DSS)) and to which the Company is required to comply pursuant to Contract or applicable Law; and (iv) all Contracts into which
the Company, the Canadian Subsidiary, or any of their Affiliates or Subsidiaries has entered or by which any of them are otherwise bound.

  

 “ Privileged Communications ”
has the meaning set forth in Section 8.14(a).

  

 “ Privileged Deal
Communications ” has the meaning set forth in Section 8.14(b).

  

 “ Process ”
(and the corollary term “ Processing ”) means to perform any operation or set of operations on data, whether manually
or by automatic means, including blocking, erasing, destroying, collecting, compiling, combining, adopting, analyzing, enhancing, enriching,
recording, sorting, organizing, structuring, accessing, storing, processing, adapting, retaining, retrieving, consulting, using, training,
transferring, aligning, transmitting, disclosing, altering, distributing, disseminating or otherwise making available data.

  

 16

  

 “ Prohibited Person ”
means any Person that is listed on, or directly or indirectly owned 50% or more in the aggregate by one or more Persons listed on, any
sanctions-related list of designated Persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control, including
the Specially Designated Nationals and Blocked Persons List.

  

 “ Real Property ”
means the real property owned, leased or subleased by the Company or the Canadian Subsidiary, together with all buildings, structures
and facilities located thereon.

  

 “ Regulatory Consents ”
has the meaning set forth in Section 3.03(b).

  

 “ Release ”
means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient
air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or
fixture).

  

 “ Releasees ”
has the meaning set forth in Section 5.04.

  

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

  

 “ Required Consents ”
has the meaning set forth in Section 3.03.

  

 “ Resigning Executives ”
means, (a) with respect to the Company: Patrick R. McCauley, as Chief Executive Officer, Casey Kaiser, as President and Chief Financial
Officer, Craig Mullen, as Chief Operating Officer, and Jamie Brenner, as Secretary; (b) with respect to BWAB Holdings, Patrick R.
McCauley, as Chief Executive Officer, Casey Kaiser, as President and Chief Financial Officer, Craig Mullen, as Chief Operating Officer,
and Jamie Brenner, as Secretary; and (c) with respect to the Canadian Subsidiary: Casey Kaiser, as President and Chief Financial
Officer, Jamie Brenner, as Secretary, Rolf Mantel, as General Manager and Vice President, Canadian Food Safety, Craig Mullen, as Vice
President, Operations, and Patrick R. McCauley, as Director. Agribusiness Holdings does not have any officers as of the Closing Date.

  

 “ Resolution Period ”
has the meaning set forth in Section 2.04(c)(ii).

  

 “ Restricted Area ”
has the meaning set forth in Section 5.06(a)(i).

  

 “ Restricted Parties ”
has the meaning set forth in Section 5.06(a).

  

 “ Restricted Period ”
has the meaning set forth in Section 5.06(a).

  

 “ Review Period ”
has the meaning set forth in Section 2.04(c)(i).

  

 “ Sanctioned Jurisdiction ”
means Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine.

  

 “ SEC ” means
the U.S. Securities and Exchange Commission.

  

 17

  

 “ Securities Act ”
means the Securities Act of 1933, as amended.

  

 “ Securities Laws ”
means the securities legislation, securities regulation and securities rules, and the policies, notices, instruments and blanket orders
having the force of Law (including those of the SEC, the Canadian Securities Regulators and the Exchange), in force from time to time
in the United States, including any states of the United States, and the provinces or territories of Canada.

  

 “ SEDAR+ ”
means the System for Electronic Data Analysis and Retrieval + (SEDAR+) as outlined in National Instrument 13-103.

  

 “ Seller Indemnitees ”
has the meaning set forth in Section 7.03.

  

 “ Seller Group ”
has the meaning set forth in Section 8.14(a).

  

 “ Seller Representative ”
has the meaning set forth in the preamble.

  

 “ Statement of Objections ”
has the meaning set forth in Section 2.04(c)(ii).

  

 “ Straddle Period ”
has the meaning set forth in Section 6.04(a).

  

 “ Subsidiary ”
means any subsidiary of a Person.

  

 “ Target Working Capital ”
means $9,300,000.

  

 “ Tariff Refund ”
has the meaning set forth in Section 6.11.

  

 “ Taxes ”
means all federal, state, local, provincial, municipal or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges
in the nature of a tax that are imposed, assessed or collected by a Governmental Authority including, any income, gross receipts, imputed
underpayments, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding,
payroll, employment, unemployment, estimated, excise, escheat or unclaimed property, severance, stamp, occupation, business, business
operations, premium, property (real or personal), real property gains, windfall profits, customs, duties, import, anti-dumping or countervailing
duties or other taxes, fees, assessments or charges in the nature of a tax, of any kind whatsoever, whether computed on a separate or
consolidated, unitary, combined or other similar basis, whether disputed or not, together with any interest, additions or penalties with
respect thereto and any interest in respect of such additions or penalties, in each case including any obligations to indemnify or otherwise
assume or succeed to the Tax liability of any other Person.

  

 “ Tax Act ”
means the Income Tax Act (Canada), R.S.C. 1985, c. 1 (5th Supplement), as amended, and the regulations promulgated thereunder.

  

 “ Tax Allocation Schedule ”
has the meaning set forth in Section 6.14.

  

 “ Tax Claim ”
has the meaning set forth in Section 6.06.

  

 18

  

 “ Tax Liability ”
means, with respect to any jurisdiction, an amount equal to the liability for Taxes of the Company or any Subsidiary thereof for the Pre-Closing
Tax Period with respect to such jurisdiction, to the extent such liability is unpaid as of the Closing Date.

  

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

  

 “ Third Party Claim ”
has the meaning set forth in Section 7.05(a).

  

 “ Third-Party Consents ”
has the meaning set forth in Section 3.03.

  

 “ Total Purchase Price ”
means the Actual Closing Purchase Price.

  

 “ Training Data ”
means training data, validation data, and test data or databases used to train or improve an algorithm or model.

  

 “ Transaction Expenses ”
means, without duplication for any amounts which are already reflected in the Closing Indebtedness, all unpaid fees, costs and expenses
(including (A) financial advisory, broker, investment banking or similar advisory fees, costs and expenses and (B) any and all
change of control, stay bonus, transaction completion bonus, severance payment, payout of accrued but unused vacation leave or paid time
off, or other similar payments made or required to be made to the current or former directors, managers, officers, independent contractors
or employees of, or consultants or advisors to, the Company or any Subsidiary thereof, or any Blocker Entity, as a result of this Agreement
or the transactions contemplated hereby (together with any employment and similar Taxes payable by the Company or any Subsidiary thereof
in connection with such payments)), incurred by the Company and any Affiliate or Subsidiary at or prior to the Closing (including any
such fees, costs and expenses that become payable, at any time, as a result of the occurrence of the Closing) arising from or incurred
in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Documents, and the performance and consummation
of the transactions contemplated hereby and thereby, but only 50% of the costs of the D&O Tail Policy referenced in Section 5.02(b) and
including all amounts due and payable to Great Star, and any costs allocated to the Company or any Subsidiary in the proviso in Section 8.01.

  

 “ Transaction Bonuses ”
has the meaning set forth in Section 6.11.

  

 “ Transaction Personal
Information ” has the meaning set forth in Section 8.15.

  

 “ Transaction Tax
Deduction ” means, other than as related to any Assumed Transaction Expenses, any Tax loss or deduction resulting from or attributable
to (a) the payment of bonuses, change in control payments, severance payments, option payments, retention payments or similar payments
made by the Company or any Subsidiary thereof on or before the Closing Date or included in the computation of the Closing Purchase Price;
and (b) Transaction Expenses; provided that, in connection with the foregoing, the Company shall be treated as having made, and shall
timely make, an election under Revenue Procedure 2011-29, 2011-18 IRB 746, to treat 70% of any success based fees as deductible in the
Pre-Closing Tax Period that includes the Closing Date for U.S. federal and applicable state income Tax purposes.

  

 19

  

 “ Unaudited Financial
Statements ” has the meaning set forth in Section 3.06.

  

 “ Undisputed Amounts ”
has the meaning set forth in Section 2.04(c)(iii).

  

 “ Union ”
has the meaning set forth in Section 3.21(a).

  

 “ Upward Adjustment
Amount ” has the meaning set forth in Section 2.04(d)(i).

  

 “ U.S. Trade Control
Laws ” means all applicable Laws relating to export controls, reexports and imports.

  

 “ WARN Act ”
means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state and local laws related to plant closings,
relocations, mass layoffs and employment losses.

  

 Article II.

PURCHASE AND SALE

  

 Section 2.01	      Closing .
Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”),
including (i) the Ultimate Sellers selling, assigning, transferring and delivering to Buyer, and Buyer purchasing and acquiring from
the Ultimate Sellers, all of each Ultimate Seller’s right, title and interest in and to all of their respective Partnership Interests,
free and clear of all Encumbrances, and (ii) Buyer delivering the applicable Convertible Note to each such Ultimate Seller in accordance
with this Article II, shall take place at 7:00 a.m., Central time, on the date hereof (the day on which the Closing takes place being
the “ Closing Date ”). The Closing shall be deemed to occur solely for Tax and accounting purposes as of 12:01 a.m.,
Eastern time, on the Closing Date.

  

 Section 2.02	      Closing
Deliverables .

  

 (a)             At
or prior to the Closing, the Ultimate Sellers shall deliver, or cause to be delivered, to Buyer the following:

  

 (i)             duly
executed assignments of the Partnership Interests in favor of Buyer, free and clear of Encumbrances, and other evidence satisfactory to
Buyer with respect to the transfer of the Partnership Interests by the Ultimate Sellers to Buyer;

  

 (ii)            duly
executed resignations of the Resigning Executives;

  

 (iii)           certificates
of the Secretary (or equivalent officer) of the Company, BWAB Holdings, Agribusiness Holdings and Bridgewell Management Co., respectively,
certifying (A) that attached thereto are true and complete copies of all resolutions adopted by each of the Company, BWAB Holdings,
Agribusiness Holdings and Bridgewell Management Co. approving this Agreement and authorizing their respective execution, delivery and
performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and
(B) that such resolutions are in full force and effect and are all the resolutions of the Company, BWAB Holdings, Agribusiness Holdings
and Bridgewell Management Co., as applicable, adopted in connection with the transactions contemplated hereby and thereby;

  

 20

  

 (iv)            a
good standing certificate (or its equivalent) for Agribusiness Holdings, BWAB Holdings, the Company and the Canadian Subsidiary from the
secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company or the Canadian Subsidiary
(as applicable) is organized;

  

 (v)            the
Closing Cash Schedule certified by the Chief Financial Officer of the Company;

  

 (vi)           the
Closing Certificate;

  

 (vii)          a
duly completed and executed IRS Form W-9 from each Ultimate Seller (or its regarded owner, if such Ultimate Seller is disregarded
for U.S. Tax purposes) and from Agribusiness Holdings;

  

 (viii)         the
Convertible Notes, duly executed by the Ultimate Sellers;

  

 (ix)            the
Required Consents and each other waiver and consent necessary in connection with the Assumed Indebtedness and the transactions contemplated
by this Agreement, in each case, on terms and conditions satisfactory to Buyer;

  

 (x)             termination
instruments evidencing the termination of the agreements and documents set forth on Section 3.24 of the Disclosure Schedules (other
than the Debt Documents for Assumed Indebtedness listed therein), in each case, with no further obligation of the Company or any of its
Subsidiaries and otherwise on terms and in form reasonably satisfactory to Buyer;

  

 (xi)            the
Investor Rights Agreement, substantially in the form attached hereto as Exhibit C (the “ Investor Rights Agreement ”),
duly executed by the Ultimate Sellers;

  

 (xii)           a
list of all logins, passwords and authorized Persons for all tax accounts, bank accounts, social media, customer loyalty programs, portals
and similar accounts and software used by Agribusiness Holdings, BWAB Holdings, the Company or any of their Subsidiaries, to be provided
by the Company’s management directly to the Buyer at or immediately after the Closing;

  

 (xiii)          the
Employment Agreements, duly executed by Patrick R. McCauley and Casey Kaiser, respectively; and,

  

 (xiv)          written
evidence, including written consents and resolutions, as applicable, in form and substance satisfactory to Buyer, that each Benefit Plan
that is intended to qualify under Section 401(a) or 401(k) of the Code has been terminated as of the Closing Date.

  

 (b)             At
the Closing, Buyer shall deliver to the Ultimate Sellers (or such other Person as may be specified herein) the following:

  

 (i)             payment
of third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties
as Transaction Expenses or Closing Indebtedness (other than the Assumed Indebtedness), as set forth on the Closing Certificate;

  

 21

  

 (ii)            the
Convertible Notes, duly executed by Buyer;

  

 (iii)           the
Investor Rights Agreement, duly executed by Buyer;

  

 (iv)           the
Employment Agreements, duly executed by Prolific Supply LLC;

  

 (v)            the
Exchange Approval; and

  

 (vi)           a
release of BWAB Holdings, Agribusiness Holdings and Patrick R. McCauley from their respective obligations and liabilities under the Chicago
Atlantic Documents (as defined in the Disclosure Schedule) effective as of the Closing and on terms and in form reasonably satisfactory
to BWAB Holdings and Agribusiness Holdings.

  

 Section 2.03	      Withholding
Rights . Buyer shall be entitled to deduct and withhold from the consideration otherwise payable to the Ultimate Sellers pursuant to
this Agreement or any Convertible Note, as applicable, such amounts as may be required to be deducted and withheld with respect to the
issuance of such consideration under any provision of Law relating to Taxes; provided that prior to making any such deduction or withholding
for Taxes, Buyer shall use commercially reasonable efforts to (a) notify the applicable payee reasonably in advance and (b) cooperate
with the applicable payee to reduce or eliminate such deduction or withholding (including, if practicable under the circumstances, by
providing the applicable payee a reasonable opportunity to deliver any properly completed forms, certifications or other documentation
to establish an available reduction or exemption from withholding). To the extent that amounts are so deducted and withheld by Buyer,
such amounts shall be timely remitted by Buyer to the applicable Governmental Authority and treated for all purposes of this Agreement
as having been paid to the Ultimate Sellers. If any withholding is required to be satisfied in cash and the Ultimate Sellers do not, within
five (5) Business Days (or such shorter period as may be required by applicable Law) after receipt of Buyer’s notice, pay Buyer
in immediately available funds the amount necessary to satisfy such withholding obligation, Buyer is hereby authorized, but not required,
to sell or otherwise dispose of such portion of any Buyer Shares or other security deliverable to any Ultimate Seller (including the Buyer
Shares that would be issued under such Ultimate Seller’s Convertible Note, and Buyer is hereby authorized to modify any such Convertible
Note as made necessary by application of this Section 2.03) as is necessary to provide sufficient funds (after deducting commissions
payable, fees and other third-party, out-of-pocket costs and expenses) to Buyer to enable it to comply with such deduction or withholding
requirement and Buyer shall notify the applicable payee and remit the applicable portion of the net proceeds of such sale to the appropriate
Governmental Authority and, if applicable, any portion of such net proceeds (after deduction of all fees, commissions or third-party,
out-of-pocket costs in respect of such sale) that is not required to be so remitted shall be paid to the applicable Ultimate Seller. Upon
request of the applicable payee, Buyer shall provide the applicable payee reasonable documentation of the amount withheld and remitted
pursuant to this Section 2.03. Any such sale will be made in accordance with applicable Laws and at prevailing market prices and
Buyer shall not be under any obligation to obtain a particular price for the Buyer Shares or other security, as applicable, so sold. Neither
Buyer, nor any other Person, will be liable for any loss arising out of any sale under this Section 2.03; provided that Buyer shall
remain liable for its gross negligence or willful misconduct in connection with any sale or disposition effected pursuant to this Section 2.03.

  

 22

  

 Section 2.04	      Closing
Purchase Price and Closing Share Payment Adjustment .

  

 (a)             Closing
Adjustment .

  

 (i)             Prior
to the Closing, the Company has prepared and delivered to Buyer a statement (such statement, the “ Estimated Closing Statement ”),
in reasonable detail, of the Company’s good faith estimated calculation of the Closing Purchase Price, and each component thereof,
as of the Closing Date (the “ Estimated Closing Purchase Price ”), and the resulting Closing Share Payment (including
as allocated to each Convertible Note for each Ultimate Seller in accordance with this Agreement), all prepared in all material respects
in accordance with the Accounting Principles. The Estimated Closing Statement also contains an estimated consolidated balance sheet of
the Company as of the Closing Date and an estimated consolidated statement of income for the prior twelve (12) calendar months immediately
preceding the Closing Date, and for the twelve (12)-month period ended December 31, 2025, in each case prepared in accordance with
the Accounting Principles. The Company has provided Buyer with reasonable access to the books and records of the Company and has caused
the personnel of the Company and its Subsidiaries to reasonably cooperate with Buyer for the purpose of enabling Buyer to review the Company’s
determination of all amounts and estimates in the Estimated Closing Statement and each component thereof, and such amounts have been adjusted
in response to any reasonable comments of Buyer provided prior to the Closing.

  

 (ii)             Inventory
Statement . Prior to the Closing, the Company has delivered to Buyer or a representative of Buyer an Inventory estimate (the “ Inventory
Statement ”) that shall be included as part of the Estimated Closing Statement, in accordance with the definition of Inventory
and in accordance with the inventory accounting principles set forth in Exhibit B (the “ Inventory Accounting Principles ”);
provided that, to the extent the definition of Inventory conflicts with the Inventory Accounting Principles, the definition of Inventory
shall supersede the Inventory Accounting Principles. The Inventory Statement contains either (x) a list by product category, item
number, or as is otherwise customary, the number and cost of each item of Inventory, and the estimated cost for such Inventory, as of
the Closing; or (y) the lowest level of detail as regularly utilized by the Company’s management. Buyer and the Company shall
conduct a physical review of the Inventory on the Closing Date or within one (1) Business Day following the Closing Date in accordance
with the definitions in this Agreement and the Inventory Accounting Principles, which Inventory results shall be used in the determination
of the Final Closing Statement pursuant to Section 2.04(b). The physical inventory shall, if taken following the Closing Date, be
reconciled to the amount of Inventory as of the Closing Date.

  

 (b)             Post-Closing
Adjustment . Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a statement
setting forth Buyer’s good faith calculation of, as of the Closing Date, (i) the Closing Cash, (ii) the Closing Indebtedness
and Assumed Indebtedness, (iii) the unpaid Transaction Expenses, if any, (iv) the Closing Working Capital, (v) the amount
of any Pre-Closing Taxes, (vi) the Actual Closing Purchase Price, determined based on the foregoing calculations of this Section 2.04(b)(i) through
(v), together with the amounts included in the Estimated Closing Statement for clause (a) of the definition of “ Closing
Purchase Price ”, and (vii) the Minimum Cash Amount (as finally determined pursuant to subsections (b) and (c), the
 “ Final Closing Statement ”), all calculated and prepared in all material respects in accordance with the Accounting
Principles.

  

 23

  

 (c)             Examination
and Review .

  

 (i)             Examination.
 After receipt of the Final Closing Statement, the Seller Representative shall have forty-five (45) days (the “ Review Period ”)
to review the Final Closing Statement. During the Review Period and during the resolution of any dispute pursuant to this Section 2.04(c),
the Seller Representative and its accountants shall have full access to the books and records of the Company, the personnel of, and work
papers prepared by, Buyer, the Company, and/or their accountants to the extent that they relate to the Final Closing Statement and to
such historical financial information (to the extent in Buyer’s possession) relating to the Final Closing Statement as the Seller
Representative may reasonably request for the purpose of reviewing the Final Closing Statement and to prepare a Statement of Objections
(defined below), provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations
of Buyer or the Company; provided further that Buyer shall provide such access (including to reasonably requested workpapers and source
data) as promptly as practicable.

  

 (ii)             Objection.
 On or prior to the last day of the Review Period, the Seller Representative may object to the Final Closing Statement by delivering
to Buyer a written statement setting forth its objections in reasonable detail, indicating each disputed calculation, item or amount and
the basis for its disagreement therewith (the “ Statement of Objections ”). If the Seller Representative fails to deliver
the Statement of Objections before the expiration of the Review Period, the Final Closing Statement shall be deemed to have been accepted
by the Seller Representative, and shall be final and binding on the Ultimate Sellers in all respects; provided, that the Seller Representative’s
failure to object shall not constitute acceptance of (A) manifest error, or (B) Fraud. If the Seller Representative delivers
the Statement of Objections before the expiration of the Review Period, Buyer and the Seller Representative shall negotiate in good faith
to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “ Resolution Period ”),
and, if the same are so resolved within the Resolution Period, the Final Closing Statement with such changes as may have been previously
agreed in writing by Buyer and the Seller Representative, shall be final and binding.

  

 (iii)            Resolution
of Disputes. If the Seller Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the
Statement of Objections before expiration of the Resolution Period, then any matters remaining in dispute (“ Disputed Amounts ”
and any matters not so disputed, the “ Undisputed Amounts ”) shall be submitted for resolution to Cohn Reznick or, if
Cohn Reznick is unable to serve, Buyer and the Seller Representative shall appoint by mutual agreement the office of an impartial regionally
recognized firm of independent certified public accountants that is not the Company Auditor (the “ Independent Accountant ”)
who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Final Closing Statement.
The parties hereto agree that all adjustments of Disputed Amounts shall be made without regard to materiality. The Independent Accountant
shall only decide the specific calculations, items or amounts under dispute by the parties and their decision for each Disputed Amount
must be within the range of values assigned to each such calculation, item or amount in the Final Closing Statement and the Statement
of Objections, respectively.

  

 24

  

 (iv)            Fees
of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller Representative, on the
one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Ultimate Sellers
or Buyer, respectively, bears to the aggregate amount actually contested by the Seller Representative and Buyer.

  

 (v)             Determination
by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable after their engagement, and
their resolution of any disputed amount under this Agreement for which they are engaged, including the Disputed Amounts in this Section 2.04,
and their adjustments to the Final Closing Statement, absent Fraud by any such Person or manifest mathematical error by the Independent
Accountant, shall be conclusive and binding upon Seller Representative, the Ultimate Sellers, Buyer and the Company. The Independent Accountant’s
resolution of the Disputed Amounts and their adjustments to the Final Closing Statement shall be treated as compromise and settlement
negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence.

  

 (d)             Closing
Purchase Price Adjustment .

  

 (i)             If
the Actual Closing Purchase Price as determined pursuant to Section 2.04(b) and (c) exceeds the Estimated Closing Purchase
Price as determined pursuant to Section 2.04(a) (such excess, the “ Upward Adjustment Amount ”), then within
ten (10) Business Days of such determination, Buyer shall modify the Convertible Notes to proportionally increase the number of Buyer
Shares issuable to each such Ultimate Seller upon exercise (rounded up to the nearest whole number) equal to each Ultimate Seller’s
Incremental Pro Rata Share of the quotient of (I) the Upward Adjustment Amount, divided by (II) the Closing Share Price.

  

 (ii)             If
the Actual Closing Purchase Price as determined pursuant to Section 2.04(b) and (c) is less than the Estimated Closing
Purchase Price as determined pursuant to Section 2.04(a) (such deficit, the “ Downward Adjustment Amount ”),
then within ten (10) Business Days of such determination, (A) each Ultimate Seller may (at its election in its discretion) pay
to Buyer in cash in immediately available funds such Ultimate Seller’s Incremental Pro Rata Share of the Downward Adjustment Amount
(or a portion thereof), or (B) if no such cash payment is made within ten (10) Business Days of such determination, Buyer may
modify each Convertible Note to proportionally reduce the number of Buyer Shares (rounded up to the nearest whole number) issuable upon
exercise equal to each Ultimate Seller’s Incremental Pro Rata Share of the quotient of (I) the Downward Adjustment Amount,
divided by (II) the Closing Share Price.

  

 (e)             Adjustments
for Tax Purposes . Any payments made pursuant to this Section 2.04 shall be treated as an adjustment to the Estimated Closing
Purchase Price by the parties for Tax purposes, unless otherwise required by applicable Law.

  

 25

  

 Section 2.05	      Buyer
Shares .

  

 (a)             Issuances
of Buyer Shares; Convertible Note . All Buyer Shares issued to Ultimate Sellers pursuant to this Agreement or the Convertible Note
will, in the discretion of the Buyer, be evidenced by direct book-entry registration only, without the issuance of certificates representing
such Buyer Shares. Buyer’s transfer agent shall document the terms, conditions and restrictions set forth in this Section 2.05.
Each Ultimate Seller confirms, acknowledges and agrees that (i) Buyer has advised such Ultimate Seller that Buyer is relying on an
exemption from the requirements to provide such Ultimate Seller with a prospectus and to sell securities through a person registered to
sell securities under applicable Canadian Securities Laws and, as a consequence of acquiring the Convertible Note and the Buyer Shares
pursuant to this exemption, certain protections, rights and remedies provided by Canadian securities laws, including statutory rights
of rescission or damages, will not be available to such Ultimate Seller, (ii) there is no government or other insurance covering
the Convertible Note or the Buyer Shares, (iii) there are risks associated with the acquisition of the Convertible Note and the Buyer
Shares and such Ultimate Seller is aware of the risks and other characteristics of the Convertible Note and the Buyer Shares, and (iv) there
may be restrictions on such Ultimate Seller’s ability to resell or transfer the Convertible Note or the Buyer Shares and it is the
responsibility of such Ultimate Seller to find out what those restrictions are and to comply with them before selling or transferring
them. Each Ultimate Seller hereby consents to Buyer making a notation on its records or giving instructions to its registrar and transfer
agent in order to implement the restrictions on transfers of the Convertible Note and Buyer Shares. Buyer shall (and shall use commercially
reasonable efforts to cause its transfer agent to) reasonably cooperate with each Ultimate Seller, at such Ultimate Seller’s sole
cost and expense, to remove or cause the removal of any legend or restriction on transfer of the Buyer Shares to the extent such legend
or restriction is no longer required under applicable Securities Laws or contractual restrictions.

  

 (b)             Registration .
 The Convertible Note and the Buyer Shares to be issued to each Ultimate Seller pursuant to this Agreement or the Convertible Note
(i) have not been and (except as may be expressly provided in the Investor Rights Agreement) will not be registered under the Securities
Act and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of
Regulation D thereunder and Section 4(a)(2) thereof, and (ii) will be distributed pursuant to the prospectus exemption
provided by BC Instrument 72-503 Distribution of Securities outside of British Columbia or such other exemption as may be available.
Nothing in this Section 2.05(b) shall be construed to obligate Buyer to register the Convertible Note or the Buyer Shares for
resale in any jurisdiction except to the extent expressly set forth in the Investor Rights Agreement.

  

 (c)             Legend .
 The Convertible Note and the Buyer Shares to be issued to each Ultimate Seller pursuant to this Agreement or the Convertible Note
shall be characterized as “restricted securities” for purposes of Rule 144 under the Securities Act, and the Convertible
Note and such shares shall, until such time as the Convertible Note or such shares, as applicable, are not so restricted under the Securities
Act, bear a legend identical or similar in effect to the following legend (together with any legend required by applicable Securities
Laws to the extent such Laws are applicable to the Convertible Note or the Buyer Shares issued pursuant to this Agreement):

  

 “THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THESE SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED, ABSENT AN EFFECTIVE REGISTRATION STATEMENT FILED
BY THE CORPORATION UNDER THE SECURITIES ACT, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION
S (“REGULATION S”) UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE
WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER
TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE
CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, OR IN ANY OTHER CASE AS REQUIRED BY THE TRANSFER AGENT, A LEGAL OPINION SATISFACTORY
TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION AND THE TRANSFER AGENT, IF ANY, OF THE CORPORATION STATING THAT SUCH
TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”

  

 26

  

 The Buyer is not an “NV Issuer”
for the purposes of Policy 6 under the written policies of the Exchange, and the Buyer Shares to be issued pursuant to this Agreement
shall, until such time as the shares are not so restricted under the written policies of the Exchange, bear a legend identical or similar
in effect to the following legend with respect to such restrictions on transfer:

  

 “THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].”

  

 First trades in the Buyer Shares are
subject to a restricted period on resale set out in National Instrument 45-102 – Resale of Securities and the Buyer Shares
shall also, until such time as such shares are not so restricted, bear a legend identical or similar in effect to the following legend
with respect to such restrictions on transfer:

  

 “UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION
DATE]”

  

 (d)             Securities
Laws .

  

 (i)             Notwithstanding
anything to the contrary in this Agreement, each Ultimate Seller acknowledges that the issuance and delivery of the Convertible Note and
Buyer Shares pursuant to this Agreement or the Convertible Note shall require the approval of and/or be issued and delivered in accordance
with the rules, policies and directives of the Exchange and any other applicable regulatory body, and must be made in compliance with
Securities Laws and any other applicable Laws.

  

 27

  

 (ii)            Each
Ultimate Seller consents: (A) to the disclosure of certain Personal Information regarding them and the transactions contemplated
by this Agreement and the Convertible Note to the Exchange, the Canadian Securities Regulators and the SEC, including as required to be
included in applicable Exchange issuance forms and as required by applicable Securities Laws, including pursuant to the filing of an exempt
distribution report, and as may be required by the Securities Laws in any filing with the SEC, the Exchange, the Canadian Securities Regulators
or other applicable securities regulators; and (B) to the collection, use and disclosure of their Personal Information by the Exchange,
the SEC, the Canadian Securities Regulators or other applicable securities regulators or as otherwise identified by the Exchange, the
SEC, the Canadian Securities Regulators or other applicable securities regulators, from time to time, in each case of clause (A) and
clause (B), to the extent required by Securities Laws and in connection with the issuance of the Convertible Note and any Buyer Shares
issuable pursuant to this Agreement or the Convertible Note.

  

 (iii)           Each
Ultimate Seller authorizes, the extent required by Securities Laws, the indirect collection of Personal Information (as that term is defined
under applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (Canada) and any
other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time and the policies
of the Exchange) by the securities regulatory authority or regulator under the authority granted in the applicable Securities Laws for
the purposes of the administration and enforcement of the securities legislation and confirms that such Ultimate Seller has been notified
by Buyer that:

  

 (A)             Buyer
will be delivering the Personal Information, including Personal Information pertaining to each Ultimate Seller to be set out in Schedule
1 or 2 of the Form 45-106F1 – Report of Exempt Distribution (“ ROED ”), to the applicable securities
regulatory authority or regulator;

  

 (B)             such
Personal Information is being collected indirectly by the securities regulatory authority or regulator under the authority granted to
it in applicable Securities Laws;

  

 (C)             such
Personal Information is being collected for the purpose of the administration and enforcement of applicable Securities Laws of the local
jurisdiction; and

  

 (D)             the
title, name, business address and business telephone number of the public official in the local jurisdiction where the ROED is filed who
can answer questions about the security regulatory authority’s or regulator’s indirect collection of the Personal Information
is set out in Schedule 2.05(d)(iii)(D).

  

 (iv)           Each
Ultimate Seller is, as a condition of receiving the Convertible Note and any Buyer Shares hereunder or under the Convertible Note, making
representations and warranties contained herein and therein relating to compliance with applicable U.S. federal and state Securities Laws
and will deliver any other supporting information as reasonably requested by Buyer in order to confirm such Ultimate Seller’s status
and the availability of an exemption or exclusion from the registration requirements of the Securities Act and applicable state Securities
Laws for the issuance of the Convertible Note and such Buyer Shares to such Ultimate Seller. In the event that, as of the time of required
issuance of any Buyer Shares under this Agreement or the Convertible Note, any Ultimate Seller does not qualify for the applicable exemptions
under federal and state Securities Laws required for Buyer to issue such Buyer Shares to such Ultimate Seller, then Buyer shall issue
such Buyer Shares to a third party agent agreed upon by the parties, which shall hold the Buyer Shares on behalf of and for the benefit
of such Ultimate Seller. Such third party shall thereafter be permitted to effect transfer of such Buyer Shares to such Ultimate Seller
if and to the extent permitted under applicable Securities Laws, with such compliance with Securities Laws demonstrated to the reasonable
satisfaction of counsel to Buyer, sell such Buyer Shares as permitted under applicable Securities Laws and transfer applicable proceeds
to such Ultimate Seller. Each Ultimate Seller acknowledges and agrees that such Ultimate Seller shall be responsible for, and indemnify
such third party for, any taxes such third party incurs in connection with any such sales and transfers. Further, if required by applicable
Securities Laws, regulatory policy or Governmental Order or by any securities commission, stock exchange or other Governmental Authority,
each Ultimate Seller shall execute, deliver and file and otherwise assist Buyer in filing reports, questionnaires, undertakings and other
documents with respect to the issuance of the Convertible Note and the Buyer Shares.

  

 28

  

 (v)             Each
Ultimate Seller shall not distribute or transfer the Convertible Note or any of the Buyer Shares to its equityholders (or any other persons)
unless any such distribution or transfer is in compliance with all applicable Securities Laws.

  

 Article III.

REPRESENTATIONS AND WARRANTIES of ULTIMATE SELLERS

  

 Except as set forth in the
correspondingly numbered Section of the Disclosure Schedules, the Ultimate Sellers hereby represent and warrant to Buyer as follows;
provided that no representations and warranties herein are made with respect to the Mexican Subsidiary, provided, further, that the representations
in Section 3.31 below are made by each Ultimate Seller severally (and not jointly) and solely with respect to itself (and not any
other Ultimate Seller).

  

 Section 3.01	      Organization
and Qualification .

  

 (a)             BWAB
Holdings is a limited liability company duly formed and validly existing under the Laws of the State of Oregon and has all requisite limited
liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry
on its business as currently conducted. Agribusiness Holdings is an Oregon limited partnership, duly formed and validly existing under
the Laws of the State of Oregon and has all requisite limited partnership power and authority to own, operate or lease the properties
and assets now owned, operated or leased by it and to carry on its business as currently conducted. Neither BWAB Holdings nor Agribusiness
Holdings are, nor are they required to be, licensed or qualified as a foreign entity to do business in any state or jurisdiction.

  

 (b)             The
Company is a limited liability company duly formed and validly existing under the Laws of the State of Oregon and has full limited liability
company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its
business as currently conducted. The Company is not licensed or qualified to do business in any state or jurisdiction other than as set
forth on Section 3.01(b) of the Disclosure Schedules, and the Company is duly licensed or qualified to do business and is in
good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted
makes such licensing or qualification necessary.

  

 29

  

 (c)             Each
Subsidiary of the Company is an entity of the type described on Section 3.01(c) of the Disclosure Schedules, duly formed, validly
existing and in good standing under the Laws of the jurisdiction of its formation set forth on Section 3.01(c) of the Disclosure
Schedules, and has all requisite corporate (or other) power and authority to own, operate or lease the properties and assets now owned,
operated or leased by it and to carry on its business as currently conducted. The Canadian Subsidiary is not licensed or qualified to
do business in any state or jurisdiction other than as set forth on Section 3.01(c) of the Disclosure Schedules, and the Canadian
Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or
leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.

  

 Section 3.02	      Authority .
Each of BWAB Holdings, Agribusiness Holdings and the Company has all requisite limited liability company power (or other applicable power)
and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents to which it is a party and to
consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of BWAB Holdings, Agribusiness
Holdings and the Company of this Agreement and any Ancillary Document to which it is a party and the consummation by BWAB Holdings, Agribusiness
Holdings and the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability
company action on the part of BWAB Holdings, Agribusiness Holdings and the Company, respectively, and no other limited liability company
or other proceedings on the part of BWAB Holdings, Agribusiness Holdings or the Company are necessary to authorize the execution, delivery
and performance of this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed
and delivered by each of BWAB Holdings, Agribusiness Holdings and the Company, and (assuming due authorization, execution and delivery
by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of each of BWAB Holdings, Agribusiness Holdings
and the Company enforceable against BWAB Holdings, Agribusiness Holdings and the Company in accordance with its terms, except as such
enforceability may be limited by applicable Laws and by general principles of equity. When each Ancillary Document to which BWAB Holdings,
Agribusiness Holdings or the Company is a party has been duly executed and delivered by BWAB Holdings, Agribusiness Holdings or the Company
(assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and
binding obligation of BWAB Holdings, Agribusiness Holdings or the Company, respectively, enforceable against it in accordance with its
terms, except as such enforceability may be limited by applicable Laws and by general principles of equity.

  

 30

  

 Section 3.03	      No
Conflicts; Consents . The execution, delivery and performance by BWAB Holdings, Agribusiness Holdings and the Company of this Agreement
and the Ancillary Documents to which BWAB Holdings, Agribusiness Holdings or the Company is a party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under,
any provision of the articles of organization, operating agreement, limited partnership agreement, articles of incorporation, by-laws
or other organizational documents (“ Charter Documents ”) of BWAB Holdings, Agribusiness Holdings or the Company or the
Canadian Subsidiary; (b) subject to obtaining the consents, authorizations, Governmental Orders and approvals from the Governmental
Authorities set forth in Section 3.03(b) of the Disclosure Schedules (the “ Regulatory Consents ”), conflict
with or result in a violation or breach of any provision of any Law or Governmental Order applicable to BWAB Holdings, Agribusiness Holdings
or the Company or the Canadian Subsidiary; (c) except for the Regulatory Consents (if any) and as set forth in Section 3.03(c) of
the Disclosure Schedules (the items set forth on Section 3.03(c) of the Disclosure Schedules, the “ Third-Party Consents ,”
and, together with the Regulatory Consents (if any) and any consents necessary for the assumption of the Assumed Indebtedness by Prolific
Supply BW Holdings, LLC, the “ Required Consents ”), require the consent, notice or other action by any Person under,
conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both,
would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel
any Contract to which the Company or the Canadian Subsidiary is a party or by which the Company or the Canadian Subsidiary is bound or
to which its or their properties and assets are subject or any Permit affecting the properties, assets or business of the Company or the
Canadian Subsidiary; or (d) result in the creation or imposition of (i) any Encumbrance on the Partnership Interests, or (ii) any
Encumbrance other than Permitted Encumbrances on any properties or assets of the Company or the Canadian Subsidiary, except, in the case
of clause (c), for any consents, conflicts, violations, breaches, defaults, accelerations, terminations, modifications, or cancellations
that, or where the failure to obtain or provide any such consents, notices or take any other actions, in each case, would not have a Material
Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority
is required by or with respect to BWAB Holdings, Agribusiness Holdings or the Company or the Canadian Subsidiary in connection with the
execution, delivery and performance by BWAB Holdings, Agribusiness Holdings and the Company of this Agreement and the Ancillary Documents
and the consummation of the transactions contemplated hereby and thereby by BWAB Holdings, Agribusiness Holdings and the Company, except
for the Regulatory Consents.

  

 Section 3.04	      Capitalization .

  

 (a)             BWAB
Holdings holds beneficially and of record all of the Company Securities issued and outstanding, as set forth on Section 3.04(a) of
the Disclosure Schedules. Agribusiness Holdings owns all of the issued and outstanding equity securities of BWAB Holdings, as set forth
on Section 3.04(a) of the Disclosure Schedules, and does not conduct any trade or business with third parties. Except for the
foregoing, there are no other classes of equity interests of the Company or BWAB Holdings.

  

 (b)             (i) No
subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise
acquire equity securities of the Company or any Subsidiary thereof is authorized or outstanding, and (ii) there is no commitment
by the Company or any Subsidiary thereof to issue membership interests or other equity interests, subscriptions, warrants, options, convertible
or exchangeable securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness
or asset, to repurchase or redeem any securities of the Company or any Subsidiary thereof or to grant, extend, accelerate the vesting
of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right. There are no
declared or accrued unpaid dividends or distributions with respect to any membership interests or the equity interests of the Company
or any Subsidiary thereof.

  

 31

  

 (c)             All
issued and outstanding Company Securities and all issued and outstanding equity interests of the Company’s Subsidiaries are (i) duly
authorized, validly issued, and, to the extent applicable, fully paid and non-assessable; (ii) not subject to any preemptive rights
created by statute, the Charter Documents of the Company or such Subsidiary, or any agreement to which the Company or such Subsidiary
is a party; and (iii) except as set forth on Section 3.04(c) of the Disclosure Schedules, free of any Encumbrances. All
issued and outstanding Company Securities and all issued and outstanding equity interests of the Company’s Subsidiaries were issued
in compliance with applicable Law in all material respects.

  

 (d)             Except
as set forth on Section 3.04(d) of the Disclosure Schedules, no outstanding Company Securities and no outstanding equity interests
of the Company’s Subsidiaries are subject to vesting or forfeiture rights or repurchase rights. There are no outstanding or authorized
stock or unit appreciation, dividend equivalent, phantom stock or units, profit participation or other similar rights with respect to
the Company or any Subsidiary thereof, or any of its or their securities.

  

 (e)             All
distributions, dividends, repurchases and redemptions of the capital stock (or other equity interests) of the Company and each Subsidiary
thereof were undertaken in compliance with the applicable Charter Documents of the Company or such Subsidiary then in effect, any agreement
to which the Company or such Subsidiary then was a party and in compliance with applicable Law in all material respects. There are no
declared or accrued but unpaid dividends with respect to any capital stock (or other equity interests) of the Company or any Subsidiary
thereof.

  

 Section 3.05	      No
Subsidiaries . The Company does not own or have any interest in any shares or other equity interests (including any option, warrant,
convertible instrument or other right or obligation of any nature to acquire any equity interest) nor does it have an ownership interest
in any other Person, other than as set forth on Section 3.01(c) of the Disclosure Schedules.

  

 Section 3.06	      Financial
Statements . True and complete copies of the audited consolidated financial statements of Agribusiness Holdings consisting of the balance
sheet as at December 31, 2024, and the related consolidated statements of income and retained earnings, members’ equity and
cash flow for the year then ended (the “ Audited Financial Statements ”), the Company’s unaudited consolidated
financial statements consisting of the balance sheet of the Company as at December 31, 2025, and the related consolidated statements
of income and retained earnings, members’ equity and cash flow (the “ Unaudited Financial Statements ” and together
with the Audited Financial Statements, the “ Financial Statements ”) have been made available to Buyer. The Financial
Statements have been prepared in accordance with the Historical Accounting Principles. The Financial Statements are based on the books
and records of the Company and its Subsidiaries. The Audited Financial Statements fairly present, in all material respects, the consolidated
financial position of Agribusiness Holdings as of the respective dates they were prepared and the consolidated results of the operations
of Agribusiness Holdings for the periods indicated. The Unaudited Financial Statements fairly present, in all material respects, the consolidated
financial position of the Company and its Subsidiaries for the period indicated and the consolidated results of the operations of the
Company and its Subsidiaries for the period indicated, in each case, in accordance with the Historical Accounting Principles, subject
to normal year-end adjustments and the absence of footnotes, none of which would be material. The consolidated balance sheet of the Company
as of December 31, 2025 is referred to herein as the “ Balance Sheet ” and the date thereof as the “ Balance
Sheet Date ”.

  

 32

  

 Section 3.07	      Undisclosed
Liabilities . Except as set forth on Section 3.07 of the Disclosure Schedules, the Company does not have any liabilities, obligations
or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured
or unmatured or otherwise (“ Liabilities ”), except (a) those which are adequately reflected or reserved against
in the Balance Sheet as of the Balance Sheet Date, (b) those which have been incurred in the Ordinary Course of Business since the
Balance Sheet Date, and which are not, individually or in the aggregate, material in amount, and (c) those arising under or in connection
with this Agreement or any Ancillary Document.

  

 Section 3.08	      Absence
of Certain Changes, Events and Conditions . Since the Balance Sheet Date, except as set forth in Section 3.08 of the Disclosure
Schedules, there has not been, with respect to the Company or the Canadian Subsidiary, any:

  

 (a)             effect,
event, development, occurrence, fact, condition or change that has had, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect;

  

 (b)             amendment
of any Charter Documents of the Company or any Subsidiary thereof;

  

 (c)             split,
combination or reclassification of any shares of capital stock or other equity capital;

  

 (d)             issuance,
sale or other disposition of any of its capital stock or other equity interests;

  

 (e)             declaration
or payment of any dividends or distributions on or in respect of any capital stock or other equity capital or redemption, purchase or
acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business);

  

 (f)              material
change in any method of accounting or accounting practice, except as required by GAAP or as set forth in Exhibit E, or as disclosed
in the notes to the Financial Statements;

  

 (g)             material
change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment
of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts
payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by GAAP or as set forth
in Exhibit E, or as disclosed in the notes to the Financial Statements;

  

 (h)             entry
into any Contract that would constitute a Material Contract;

  

 33

  

 (i)              incurrence,
assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary
Course of Business;

  

 (j)              transfer,
assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements
(other than in the Ordinary Course of Business);

  

 (k)             transfer
or assignment of or…