Common use of Buyer Deliveries Clause in Contracts

Buyer Deliveries. At the Closing, Buyer shall execute and deliver, or cause to be executed and delivered: (i) to the Company and the Representative on behalf of the Members, a certificate of Buyer pursuant to Section 7.1(a); (ii) to the Representative, in immediately available funds, an amount in cash, without interest, equal to the Enterprise Value, plus (A) the Estimated Closing Cash, plus (B) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, less (C) the Estimated Company Expenses, less (D) Estimated Closing Debt, less (E) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (F) the Escrow Amount, less (G) the Reserve Amount, less (I) the Fixed Transaction Bonus Payments. The Representative shall hold such funds for the benefit of the Members and the Variable Transaction Bonus Recipients. The Representative shall first determine the portion of such fund payable to the Variable Transaction Bonus Recipients pursuant to the Variable Transaction Bonus Agreements; shall pay to each of the Non-Employee Variable Transaction Bonus Recipients his respective Variable Transaction Bonus; and shall pay to the Company for the benefit of the Employee Variable Transaction Bonus Recipients the aggregate amount of the Variable Transaction Bonuses payable to the Employee Variable Transaction Bonus Recipients (and the Company shall pay to the Employee Variable Transaction Bonus Recipients their respective Variable Transaction Bonuses after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings). The Representative shall allocate the amount remaining among the Members in accordance with Section 4.1.3 of the LLC Agreement as in effect immediately prior to the Effective Time and shall pay to each Member who has submitted an executed Member Confirmation to the Representative such Member’s respective share of the amount allocated to the Members; (iii) to the Company, the Fixed Transaction Bonuses and Annual Bonuses payable to Company employees in immediately available funds (and Buyer shall cause such Fixed Transaction Bonuses and Annual Bonuses to be paid to such employees within two (2) Business Days after the Closing Date after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings under Section 3.9); (iv) the amount of Funded Debt deducted as part of total Closing Debt in clause (ii)(2) above to each holder of Funded Debt pursuant to payoff letters and other documentation, in form and substance reasonably acceptable to Buyer and the Representative, evidencing the amount of such Funded Debt and releasing the Company of all liability with respect to such Funded Debt upon Buyer’s payment thereof (each such letter, a “Payoff Letter”); (v) to the Escrow Agent, the sum of $9,250,000 (the “Escrow Amount”) to be held pursuant to the terms and conditions of the Escrow Agreement; (vi) to the Representative, an amount equal to the Reserve Amount to be held in accordance with the terms of this Agreement; (vii) the amount of Estimated Company Expenses deducted in clause (ii)(C) above to each payee thereof; and (viii) an executed counterpart of the Escrow Agreement.

Buyer Deliveries. At (i) No later than the Closinglater of (A) 24 hours following delivery of the initial Funds Flow and the Estimated Closing Statement to Buyer and (B) July 31, 2024, Buyer (or an Affiliate of Buyer) shall execute and deliver, pay (or cause to be executed and deliveredpaid), as applicable: (iA) to the Company and the Representative on behalf of the Members, a certificate of Buyer pursuant to Section 7.1(a); (ii) to the Representative, in immediately available fundsMember, an amount in cash, without interest, of cash equal to the Enterprise Value, plus Estimated Purchase Price (A) the Estimated Closing Cash, plus (B) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, less (C) the Estimated Company Expenses, less (D) Estimated Closing Debt, less (E) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (F) the Escrow Amount, less (G) the Reserve Amount, less (I) the Fixed Transaction Bonus Payments. The Representative shall hold such funds for the benefit of the Members and the Variable Transaction Bonus Recipients. The Representative shall first determine the portion of such fund payable to the Variable Transaction Bonus Recipients pursuant to the Variable Transaction Bonus Agreements; shall pay to each of the Non-Employee Variable Transaction Bonus Recipients his respective Variable Transaction Bonus; and shall pay to the Company for the benefit of the Employee Variable Transaction Bonus Recipients the aggregate amount of the Variable Transaction Bonuses payable to the Employee Variable Transaction Bonus Recipients (and the Company shall pay to the Employee Variable Transaction Bonus Recipients their respective Variable Transaction Bonuses after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings). The Representative shall allocate the amount remaining among the Members in accordance with Section 4.1.3 of the LLC Agreement as in effect immediately prior to the Effective Time and shall pay to each Member who has submitted an executed Member Confirmation to the Representative such Member’s respective share of the amount allocated to the Members; (iii) to the Company, the Fixed Transaction Bonuses and Annual Bonuses payable to Company employees in immediately available funds (and Buyer shall cause such Fixed Transaction Bonuses and Annual Bonuses to be paid to such employees within two (2) Business Days after the Closing Date after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings under Section 3.9); (iv) the amount of Funded Debt deducted as part of total Closing Debt in clause (ii)(2) above to each holder of Funded Debt pursuant to payoff letters and other documentation, in form and substance reasonably acceptable to Buyer and the Representative, evidencing the amount of such Funded Debt and releasing the Company of all liability with respect to such Funded Debt upon Buyer’s payment thereof (each such letter, a “Payoff LetterDeposit”); (vB) to the Escrow Agentapplicable payees as set forth on the Estimated Closing Statement, the sum of $9,250,000 (the “Escrow Amount”) to be held pursuant to the terms and conditions of the Escrow Agreement; (vi) to the Representative, an amount equal to the Reserve Amount to be held in accordance with the terms of this Agreement; (vii) the amount of Estimated Company Expenses deducted in clause (ii)(C) above to each payee thereofTransaction Expenses; and (viiiC) to the applicable payees as set forth on the Estimated Closing Statement, the Estimated Transaction Payments. (ii) At or prior to the Closing, Buyer (or an executed counterpart Affiliate of Buyer) shall deliver to the Company: (A) a certificate, dated as of the Escrow Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and FH12251261.5 (B) such other documents or instruments as Cannabist reasonably requests at least two Business Days prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement. The payments and issuances to be made by Buyer pursuant to Section 2.5(c)(i) shall be made to the accounts (including wire instructions) and in the amounts designated in writing by the applicable payees (including payees in connection with the Purchase Price, Transaction Expenses, Transaction Payments and Indebtedness), as memorialized in the funds flow mutually agreed to by Buyer and Cannabist prior to the date hereof (the “Funds Flow”), which Funds Flow shall include wire instructions, and all other information requested by Xxxxx; provided, that Cannabist shall deliver an updated Funds Flow two Business Days prior to the scheduled Closing Date. Notwithstanding the foregoing, all payments of the Transaction Payments shall be paid by depositing the amount in the applicable payroll account of the Company and such amounts shall be remitted by the Company (net of applicable withholding Taxes) to the applicable payee.

Buyer Deliveries. At (i) No later than the Closinglater of (A) 24 hours following delivery of the initial Funds Flow and the Estimated Closing Statement to Buyer and (B) July 31, 2024, Buyer (or an Affiliate of Buyer) shall execute and deliver, pay (or cause to be executed and deliveredpaid), as applicable: (iA) to the Company and the Representative on behalf of the Members, a certificate of Buyer pursuant to Section 7.1(a); (ii) to the Representative, in immediately available fundsMember, an amount in cash, without interest, of cash equal to the Enterprise Value, plus Estimated Purchase Price (A) the Estimated Closing Cash, plus (B) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, less (C) the Estimated Company Expenses, less (D) Estimated Closing Debt, less (E) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (F) the Escrow Amount, less (G) the Reserve Amount, less (I) the Fixed Transaction Bonus Payments. The Representative shall hold such funds for the benefit of the Members and the Variable Transaction Bonus Recipients. The Representative shall first determine the portion of such fund payable to the Variable Transaction Bonus Recipients pursuant to the Variable Transaction Bonus Agreements; shall pay to each of the Non-Employee Variable Transaction Bonus Recipients his respective Variable Transaction Bonus; and shall pay to the Company for the benefit of the Employee Variable Transaction Bonus Recipients the aggregate amount of the Variable Transaction Bonuses payable to the Employee Variable Transaction Bonus Recipients (and the Company shall pay to the Employee Variable Transaction Bonus Recipients their respective Variable Transaction Bonuses after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings). The Representative shall allocate the amount remaining among the Members in accordance with Section 4.1.3 of the LLC Agreement as in effect immediately prior to the Effective Time and shall pay to each Member who has submitted an executed Member Confirmation to the Representative such Member’s respective share of the amount allocated to the Members; (iii) to the Company, the Fixed Transaction Bonuses and Annual Bonuses payable to Company employees in immediately available funds (and Buyer shall cause such Fixed Transaction Bonuses and Annual Bonuses to be paid to such employees within two (2) Business Days after the Closing Date after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings under Section 3.9); (iv) the amount of Funded Debt deducted as part of total Closing Debt in clause (ii)(2) above to each holder of Funded Debt pursuant to payoff letters and other documentation, in form and substance reasonably acceptable to Buyer and the Representative, evidencing the amount of such Funded Debt and releasing the Company of all liability with respect to such Funded Debt upon Buyer’s payment thereof (each such letter, a “Payoff LetterDeposit”); (vB) to the Escrow Agentapplicable payees as set forth on the Estimated Closing Statement, the sum of $9,250,000 (the “Escrow Amount”) to be held pursuant to the terms and conditions of the Escrow Agreement; (vi) to the Representative, an amount equal to the Reserve Amount to be held in accordance with the terms of this Agreement; (vii) the amount of Estimated Company Expenses deducted in clause (ii)(C) above to each payee thereofTransaction Expenses; and (viiiC) to the applicable payees as set forth on the Estimated Closing Statement, the Estimated Transaction Payments. (ii) At or prior to the Closing, Buyer (or an executed counterpart Affiliate of Buyer) shall deliver to the Company: (A) a certificate, dated as of the Escrow Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and (B) such other documents or instruments as Cannabist reasonably requests at least two Business Days prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement. The payments and issuances to be made by Buyer pursuant to Section 2.5(c)(i) shall be made to the accounts (including wire instructions) and in the amounts designated in writing by the applicable payees (including payees in connection with the Purchase Price, Transaction Expenses, Transaction Payments and Indebtedness), as memorialized in the funds flow mutually agreed to by Buyer and Cannabist prior to the date hereof (the “Funds Flow”), which Funds Flow shall include wire instructions, and all other information requested by Xxxxx; provided, that Cannabist shall deliver an updated Funds Flow two Business Days prior to the scheduled Closing Date. Notwithstanding the foregoing, all payments of the Transaction Payments shall be paid by depositing the amount in the applicable payroll account of the Company and such amounts shall be remitted by the Company (net of applicable withholding Taxes) to the applicable payee.

Buyer Deliveries. At (i) No later than the Closinglater of (A) 24 hours following delivery of the initial Funds Flow and the Estimated Closing Statement to Buyer and (B) July 31, 2024, Buyer (or an Affiliate of Buyer) shall execute and deliver, pay (or cause to be executed and deliveredpaid), as applicable: (iA) to the Company and the Representative on behalf of the Members, a certificate of Buyer pursuant to Section 7.1(a); (ii) to in the Representative, aggregate and in immediately available fundsaccordance with their respective Pro Rata Shares set forth in the Funds Flow, an amount in cash, without interest, of cash equal to the Enterprise Value, plus Estimated Purchase Price (A) the Estimated Closing Cash, plus (B) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, less (C) the Estimated Company Expenses, less (D) Estimated Closing Debt, less (E) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (F) the Escrow Amount, less (G) the Reserve Amount, less (I) the Fixed Transaction Bonus Payments. The Representative shall hold such funds for the benefit of the Members and the Variable Transaction Bonus Recipients. The Representative shall first determine the portion of such fund payable to the Variable Transaction Bonus Recipients pursuant to the Variable Transaction Bonus Agreements; shall pay to each of the Non-Employee Variable Transaction Bonus Recipients his respective Variable Transaction Bonus; and shall pay to the Company for the benefit of the Employee Variable Transaction Bonus Recipients the aggregate amount of the Variable Transaction Bonuses payable to the Employee Variable Transaction Bonus Recipients (and the Company shall pay to the Employee Variable Transaction Bonus Recipients their respective Variable Transaction Bonuses after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings). The Representative shall allocate the amount remaining among the Members in accordance with Section 4.1.3 of the LLC Agreement as in effect immediately prior to the Effective Time and shall pay to each Member who has submitted an executed Member Confirmation to the Representative such Member’s respective share of the amount allocated to the Members; (iii) to the Company, the Fixed Transaction Bonuses and Annual Bonuses payable to Company employees in immediately available funds (and Buyer shall cause such Fixed Transaction Bonuses and Annual Bonuses to be paid to such employees within two (2) Business Days after the Closing Date after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings under Section 3.9); (iv) the amount of Funded Debt deducted as part of total Closing Debt in clause (ii)(2) above to each holder of Funded Debt pursuant to payoff letters and other documentation, in form and substance reasonably acceptable to Buyer and the Representative, evidencing the amount of such Funded Debt and releasing the Company of all liability with respect to such Funded Debt upon Buyer’s payment thereof (each such letter, a “Payoff LetterDeposit”); (vB) to the Escrow Agentapplicable payees as set forth on the Estimated Closing Statement, the sum of $9,250,000 (the “Escrow Amount”) to be held pursuant to the terms and conditions of the Escrow Agreement; (vi) to the Representative, an amount equal to the Reserve Amount to be held in accordance with the terms of this Agreement; (vii) the amount of Estimated Company Expenses deducted in clause (ii)(C) above to each payee thereofTransaction Expenses; and (viiiC) to the applicable payees as set forth on the Estimated Closing Statement, the Estimated Transaction Payments. (ii) At or prior to the Closing, Buyer (or an executed counterpart Affiliate of Buyer) shall deliver to the Company: (A) a certificate, dated as of the Escrow Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and (B) such other documents or instruments as Cannabist reasonably requests at least two Business Days prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement. The payments and issuances to be made by Buyer pursuant to Section 2.5(c)(i) shall be made to the accounts (including wire instructions) and in the amounts designated in writing by the applicable payees (including payees in connection with the Purchase Price, Transaction Expenses, Transaction Payments and Indebtedness), as memorialized in the funds flow mutually agreed to by Buyer and Cannabist prior to the date hereof (the “Funds Flow”), which Funds Flow shall include wire instructions, and all other information requested by Xxxxx; provided, that Cannabist shall deliver an updated Funds Flow two Business Days prior to the scheduled Closing Date. Notwithstanding the foregoing, all payments of the Transaction Payments shall be paid by depositing the amount in the applicable payroll account of the Company and such amounts shall be remitted by the Company (net of applicable withholding Taxes) to the applicable payee.

Buyer Deliveries. At (i) No later than the Closinglater of (A) 24 hours following delivery of the initial Funds Flow and the Estimated Closing Statement to Buyer and (B) July 31, 2024, Buyer (or an Affiliate of Buyer) shall execute and deliver, pay (or cause to be executed and deliveredpaid), as applicable: (iA) to the Company and the Representative on behalf of the Members, a certificate of Buyer pursuant to Section 7.1(a); (ii) to the Representative, in immediately available fundsMember, an amount in cash, without interest, of cash equal to the Enterprise Value, plus Estimated Purchase Price (A) the Estimated Closing Cash, plus (B) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, less (C) the Estimated Company Expenses, less (D) Estimated Closing Debt, less (E) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (F) the Escrow Amount, less (G) the Reserve Amount, less (I) the Fixed Transaction Bonus Payments. The Representative shall hold such funds for the benefit of the Members and the Variable Transaction Bonus Recipients. The Representative shall first determine the portion of such fund payable to the Variable Transaction Bonus Recipients pursuant to the Variable Transaction Bonus Agreements; shall pay to each of the Non-Employee Variable Transaction Bonus Recipients his respective Variable Transaction Bonus; and shall pay to the Company for the benefit of the Employee Variable Transaction Bonus Recipients the aggregate amount of the Variable Transaction Bonuses payable to the Employee Variable Transaction Bonus Recipients (and the Company shall pay to the Employee Variable Transaction Bonus Recipients their respective Variable Transaction Bonuses after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings). The Representative shall allocate the amount remaining among the Members in accordance with Section 4.1.3 of the LLC Agreement as in effect immediately prior to the Effective Time and shall pay to each Member who has submitted an executed Member Confirmation to the Representative such Member’s respective share of the amount allocated to the Members; (iii) to the Company, the Fixed Transaction Bonuses and Annual Bonuses payable to Company employees in immediately available funds (and Buyer shall cause such Fixed Transaction Bonuses and Annual Bonuses to be paid to such employees within two (2) Business Days after the Closing Date after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings under Section 3.9); (iv) the amount of Funded Debt deducted as part of total Closing Debt in clause (ii)(2) above to each holder of Funded Debt pursuant to payoff letters and other documentation, in form and substance reasonably acceptable to Buyer and the Representative, evidencing the amount of such Funded Debt and releasing the Company of all liability with respect to such Funded Debt upon Buyer’s payment thereof (each such letter, a “Payoff LetterDeposit”); (vB) to the Escrow Agentapplicable payees as set forth on the Estimated Closing Statement, the sum of $9,250,000 (the “Escrow Amount”) to be held pursuant to the terms and conditions of the Escrow Agreement; (vi) to the Representative, an amount equal to the Reserve Amount to be held in accordance with the terms of this Agreement; (vii) the amount of Estimated Company Expenses deducted in clause (ii)(C) above to each payee thereofTransaction Expenses; and (viiiC) to the applicable payees as set forth on the Estimated Closing Statement, the Estimated Transaction Payments. (ii) At or prior to the Closing, Buyer (or an executed counterpart Affiliate of Buyer) shall deliver to the Company: (A) a certificate, dated as of the Escrow Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and (B) such other documents or instruments as Cannabist reasonably requests at least two Business Days prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement. The payments and issuances to be made by Buyer pursuant to Section 2.5(c)(i) shall be made to the accounts (including wire instructions) and in the amounts designated in writing by the applicable payees (including payees in connection with the Purchase Price, Transaction Expenses, Transaction Payments and Indebtedness), as memorialized in the funds flow mutually agreed to by Buyer and Cannabist prior to the date hereof (the “Funds Flow”), which Funds Flow shall include wire instructions, and all other information requested by Bxxxx; provided, that Cannabist shall deliver an updated Funds Flow two Business Days prior to the scheduled Closing Date. Notwithstanding the foregoing, all payments of the Transaction Payments shall be paid by depositing the amount in the applicable payroll account of the Company and such amounts shall be remitted by the Company (net of applicable withholding Taxes) to the applicable payee.

Buyer Deliveries. At (i) No later than the Closinglater of (A) 24 hours following delivery of the initial Funds Flow and the Estimated Closing Statement to Buyer and (B) July 31, 2024, Buyer (or an Affiliate of Buyer) shall execute and deliver, pay (or cause to be executed and deliveredpaid), as applicable: (iA) to the Company and the Representative on behalf of the Members, a certificate of Buyer pursuant to Section 7.1(a); (ii) to in the Representative, aggregate and in immediately available fundsaccordance with their respective Pro Rata Shares set forth in the Funds Flow, an amount in cash, without interest, of cash equal to the Enterprise Value, plus Estimated Purchase Price (A) the Estimated Closing Cash, plus (B) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, less (C) the Estimated Company Expenses, less (D) Estimated Closing Debt, less (E) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (F) the Escrow Amount, less (G) the Reserve Amount, less (I) the Fixed Transaction Bonus Payments. The Representative shall hold such funds for the benefit of the Members and the Variable Transaction Bonus Recipients. The Representative shall first determine the portion of such fund payable to the Variable Transaction Bonus Recipients pursuant to the Variable Transaction Bonus Agreements; shall pay to each of the Non-Employee Variable Transaction Bonus Recipients his respective Variable Transaction Bonus; and shall pay to the Company for the benefit of the Employee Variable Transaction Bonus Recipients the aggregate amount of the Variable Transaction Bonuses payable to the Employee Variable Transaction Bonus Recipients (and the Company shall pay to the Employee Variable Transaction Bonus Recipients their respective Variable Transaction Bonuses after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings). The Representative shall allocate the amount remaining among the Members in accordance with Section 4.1.3 of the LLC Agreement as in effect immediately prior to the Effective Time and shall pay to each Member who has submitted an executed Member Confirmation to the Representative such Member’s respective share of the amount allocated to the Members; (iii) to the Company, the Fixed Transaction Bonuses and Annual Bonuses payable to Company employees in immediately available funds (and Buyer shall cause such Fixed Transaction Bonuses and Annual Bonuses to be paid to such employees within two (2) Business Days after the Closing Date after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings under Section 3.9); (iv) the amount of Funded Debt deducted as part of total Closing Debt in clause (ii)(2) above to each holder of Funded Debt pursuant to payoff letters and other documentation, in form and substance reasonably acceptable to Buyer and the Representative, evidencing the amount of such Funded Debt and releasing the Company of all liability with respect to such Funded Debt upon Buyer’s payment thereof (each such letter, a “Payoff LetterDeposit”); (vB) to the Escrow Agentapplicable payees as set forth on the Estimated Closing Statement, the sum of $9,250,000 (the “Escrow Amount”) to be held pursuant to the terms and conditions of the Escrow Agreement; (vi) to the Representative, an amount equal to the Reserve Amount to be held in accordance with the terms of this Agreement; (vii) the amount of Estimated Company Expenses deducted in clause (ii)(C) above to each payee thereofTransaction Expenses; and (viiiC) to the applicable payees as set forth on the Estimated Closing Statement, the Estimated Transaction Payments. (ii) At or prior to the Closing, Buyer (or an executed counterpart Affiliate of Buyer) shall deliver to the Company: (A) a certificate, dated as of the Escrow Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and (B) such other documents or instruments as Cannabist reasonably requests at least two Business Days prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement. The payments and issuances to be made by Buyer pursuant to Section 2.5(c)(i) shall be made to the accounts (including wire instructions) and in the amounts designated in writing by the applicable payees (including payees in connection with the Purchase Price, Transaction Expenses, Transaction Payments and Indebtedness), as memorialized in the funds flow mutually agreed to by Buyer and Cannabist prior to the date hereof (the “Funds Flow”), which Funds Flow shall include wire instructions, and all other information requested by Bxxxx; provided, that Cannabist shall deliver an updated Funds Flow two Business Days prior to the scheduled Closing Date. Notwithstanding the foregoing, all payments of the Transaction Payments shall be paid by depositing the amount in the applicable payroll account of the Company and such amounts shall be remitted by the Company (net of applicable withholding Taxes) to the applicable payee.

Buyer Deliveries. At As consideration for the Closingsale of the Acquired Assets, Buyer shall execute deliver the following at the Closing against delivery by Seller of the items and deliver, or cause to be executed documents described in Section 3.3 and deliveredSection 3.4: (ia) Buyer shall deliver a duly executed copy of the Assignment and Assumption Agreement in the form attached hereto as Exhibit B; and (b) Buyer shall deliver a duly executed copy of the Buyer Officers’ Certificate in the form attached hereto as Exhibit C. (c) Buyer shall deliver by wire transfer the Escrow Amount to the Company and the Representative on behalf of the Members, a certificate of Buyer Escrow Agent pursuant to Section 7.1(a); (ii8.2(a) to and Buyer shall deliver the Representative, in immediately available funds, an amount in cash, without interest, equal to Initial Cash Consideration less the Enterprise Value, plus (A) the Estimated Closing Cash, plus (B) the amount, if any, by which the Estimated Net Working Capital Excess Bridge Loan Amount exceeds the Targeted Net Working Capital Amount, less (C) the Estimated Company Expenses, less (D) Estimated Closing Debt, less (E) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (F) the Escrow Amount, less (G) the Reserve Amount, less (I) the Fixed Transaction Bonus Payments. The Representative shall hold such funds for the benefit of the Members and the Variable Transaction Bonus Recipients. The Representative shall first determine the portion of such fund payable to the Variable Transaction Bonus Recipients pursuant to the Variable Transaction Bonus Agreements; shall pay to each of the Non-Employee Variable Transaction Bonus Recipients his respective Variable Transaction Bonus; and shall pay to the Company for the benefit of the Employee Variable Transaction Bonus Recipients the aggregate amount of the Variable Transaction Bonuses payable to the Employee Variable Transaction Bonus Recipients (and the Company shall pay to the Employee Variable Transaction Bonus Recipients their respective Variable Transaction Bonuses after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings). The Representative shall allocate the amount remaining among the Members in accordance with Section 4.1.3 of the LLC Agreement as in effect immediately prior to the Effective Time and shall pay to each Member who has submitted an executed Member Confirmation to the Representative such Member’s respective share of the amount allocated to the Members; (iii) to the Company, the Fixed Transaction Bonuses and Annual Bonuses payable to Company employees in immediately available a funds (and Buyer shall cause such Fixed Transaction Bonuses and Annual Bonuses flow memorandum to be paid agreed upon by the parties, which funds flow memorandum shall include a wire transfer to such employees within two (2) Business Days after the Closing Date after deduction Seller at an account designated in writing by Seller and additional wires to creditors of applicable income and employment Tax withholdings, as well as any other required withholdings under Section 3.9); (iv) the amount of Funded Debt deducted as part of total Closing Debt in clause (ii)(2) above to each holder of Funded Debt pursuant to payoff letters and other documentation, in form and substance reasonably acceptable to Buyer and the Representative, evidencing the amount of such Funded Debt and releasing the Company of all liability with respect to such Funded Debt upon Buyer’s payment thereof (each such letter, a “Payoff Letter”); (v) to the Escrow Agent, the sum of $9,250,000 (the “Escrow Amount”) to be held pursuant to the terms and conditions of the Escrow Agreement; (vi) to the Representative, an amount equal to the Reserve Amount to be held Seller in accordance with the terms amounts and wire instructions set forth on the Closing Liabilities Certificate provided by Seller. The parties acknowledge and agree that all wires sent by Buyer to creditors of Seller pursuant to this Agreement will be made at the direction and for the account of Seller and Buyer assumes no responsibility for the allocation of the Cash Consideration among creditors of Seller. Seller represents and warrants to Buyer that Seller has reached agreements with all of its creditors on the amounts being wired to them hereunder. Any portion of the Initial Cash Consideration wired by Buyer to creditors of Seller in accordance with the amounts and wire instructions set forth on the Closing Liabilities Certificate and any portion of the Initial Cash Consideration retained by Buyer in satisfaction of the Excess Bridge Loan Amount shall be deemed to have been paid to Seller for all purposes under this Agreement;. (viid) Buyer shall deliver to Seller an inventory resale certificate in a form mutually agreed to by the amount of Estimated Company Expenses deducted in clause (ii)(C) above to each payee thereofparties; and (viiie) an executed counterpart Buyer shall deliver for cancellation pursuant to this Agreement a signed original copy of the Escrow AgreementPromissory Note issued by Seller to Buyer evidencing the Secured Bridge Loans.