Common use of Conditions Precedent to Amendment Clause in Contracts

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all of the following conditions have been satisfied (the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretion: (a) all conditions precedent set out in section 8.02 shall have been satisfied; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;

Conditions Precedent to Amendment. The amendments to effectiveness of this Amendment is conditioned upon receipt by the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all Administrative Agent of the following conditions have been satisfied (the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretionfollowing: (a) Counterparts of this Amendment executed by all conditions precedent set out in section 8.02 shall have been satisfiedparties hereto; (b) the Lender The Borrowers shall have completed and shall be satisfied with its due diligence executed new Notes in respect favor of each of the Facility B Borrowers and New Lenders, in the RWB Properties; and without limiting the generality amount of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredtheir respective Pro Rata Shares; (c) the Lender The Borrowers shall have received reasonably detailed financial projections from paid to the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers Administrative Agent for the benefit of each of the New Lenders upfront fees in respect of the RWB Properties Increased Commitments in amounts set forth in a fee letter among Parent, the Borrowers, the Administrative Agent and Facility the Lead Arranger, and shall have paid to the Lead Arranger the arrangement fee specified therein. (d) Certificates of Senior Officers of Parent, the Borrowers and the Sibling Guarantors attaching resolutions of the Parent, each of the Borrowers and the Sibling Guarantors authorizing the increase to the Commitment, the extension of the Sibling Guarantees to guaranty the Commitment (as so increased) and the execution, delivery and performance of the instruments documents and agreements contemplated by this Amendment; (e) written consents of each of the Sibling Guarantors to the execution, delivery and performance hereof, substantially in the form of Exhibit A hereto; (f) modifications to each of the Deeds of Trust in recordable format and reasonably acceptable to the Administrative Agent confirming the increase of the Commitments from $365,000,000; (g) assurances from the Title Company that it is prepared to issue such endorsements with respect to the title insurance policies held by the Administrative Agent in respect of the Deeds of Trust (i) assuring their continued perfection and priority in the context of this Amendment and the modifications described in (f), and confirming the amount of title insurance coverage associated therewith as $500,000,000; (h) such appraisals and flood certifications as the Administrative Agent may reasonably require; (i) a Certificate of a Senior Officer of Parent certifying that incurrence by Borrowers of the Obligations will not violate the Indentures governing any Subordinated Obligations; (j) Opinions of counsel similar to those delivered on the Closing Date and in any event reasonably acceptable to the Administrative Agent; (k) Written consent of the Requisite Lenders as required under Section 12.2 of the Loan Agreement, substantially in the form of Exhibit B Borrowers’ anticipated repayment plan for such costs;hereto; and (l) Such other assurances as the Administrative Agent may reasonably require.

Conditions Precedent to Amendment. The amendments to satisfaction (or waiver in writing by the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all Lender) of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of this Amendment (such date being the Lender in its sole discretion:“Amendment Effective Date”): (a) all conditions precedent set out in section 8.02 the Lender shall have been satisfiedreceived: (i) this Amendment, the Guaranty, and the Security Agreement, in each case, duly executed by the parties thereto, and the same shall be in full force and effect; (ii) copies of the Organization Documents of each Subsidiary Guarantor certified to be true and complete as of a date reasonably acceptable to the Lender by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified to be true and correct as of the date hereof; (iii) certificates of resolutions or other action, incumbency certificates and/or other certificates with respect to each Subsidiary Guarantor; (iv) evidence that the Borrower, Parent and each Subsidiary Guarantor is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (v) searches of Uniform Commercial Code filings in such jurisdictions and with respect to such Persons as reasonably deemed appropriate by the Lender; and (vi) UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s discretion, to perfect the Lender’s security interest in the Collateral; and (vii) favorable opinions of legal counsel with respect to the Subsidiary Guarantors, addressed to the Lender, and in form and substance reasonably acceptable to Lender; (b) the Lender shall have completed received all documents and instruments that Xxxxxx has then reasonably requested, in addition to those described in this Section 4. All such additional documents and instruments shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is to Lender in place in respect of the RWB Properties to permit the operations of MAGform, including without limitation, copies of all municipal substance and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desireddate; (c) after giving effect to the Lender transactions contemplated by this Amendment, no event shall have received reasonably detailed financial projections from occurred and be continuing that would constitute an Event of Default; (d) all representations and warranties made by Borrower or any Affiliate thereof in any Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the Facility B Borrowers showing effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that any such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all anticipated costs material respects (without duplication of any materiality qualifier contained therein) as of such specific date); and (e) Borrower shall have paid, in connection with such Loan Documents, all reasonable and documented fees and reimbursements to be incurred by Facility B Borrowers in respect paid to Lender pursuant to any Loan Documents, or otherwise due Lender and including the reasonable and documented fees, expenses, and disbursements of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;Holland & Knight LLP.

Conditions Precedent to Amendment. The amendments This Amendment shall be effective on the date (such date, the “Effective Date”) on which the Lender shall have received, in form and substance satisfactory to the Original Credit Agreement reflected Lender, all documents, instruments and information identified on Exhibit B to this Amendment and all other agreements, notes, certificates, orders, authorizations, financing statements, mortgages and other documents which the Lender may reasonably request, including the following: (i) The Lender shall have received copies of the executed (x) Subordinated Note, (y) the Purchase Agreement, and (z), all material documents, instruments and agreements executed or delivered in this Agreement shall not become effective until the date on which connection therewith, and (ii) all of the following conditions have been satisfied transactions contemplated to occur under or in connection with the documents described in clauses (the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretion: x) and (ay) all conditions precedent set out in section 8.02 shall have been satisfied;consummated in accordance with the respective terms of each, and all of the conditions precedent to the effectiveness of each such transaction shall have occurred. (b) the The Lender shall have completed and shall be satisfied with its due diligence in respect received an acknowledgement copy or other evidence satisfactory to it of the Facility B Borrowers filing, registration or recording of each document required to be filed, registered or recorded in order to create in favor of the Lender a perfected security interest in or Lien upon the assets of Akrion SCP and the RWB Properties; issued and without outstanding shares of capital stock of Akrion SCP. Without limiting the generality of the foregoing foregoing, the Borrower shall have pledged and collaterally assigned to the Lender 100% of the issued and outstanding shares of capital stock of Akrion SCP pursuant to the Stock Pledge Agreement (in form and substance satisfactory to the Lender) and Akrion SCP shall have executed and delivered all Guarantor Security Documents reasonably required by the Lender and its counsel (each such document to be in form and substance satisfactory to the Lender) in order to create and grant Liens in favor of the Lender on substantially all of Akrion SCP’s property. (c) The representations and warranties contained herein and in the Loan Documents (after giving effective to this Amendment) shall be true, correct and complete on and as of the Effective Date to the same extent as though made on and as of that date, except for any representation or warranty limited by its terms to a specific date. (d) No event shall have occurred and be continuing or would result from the consummation of the Asset Acquisition and the transactions contemplated thereby that would constitute an Event of Default or a Default. (e) Borrower and Akrion SCP shall have performed all agreements and satisfied with:all conditions which any Loan Document provides shall be performed by it on or before the Effective Date. (f) There shall not be pending or, to the knowledge of the Borrower, threatened, any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration by, against or affecting the Borrower, any Guarantor or Akrion SCP or any property of the Borrower, any Guarantor or Akrion SCP that has not been disclosed by the Borrower, any Guarantor or Akrion SCP, in writing, and there shall have occurred no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that, in the opinion of the Lender, could reasonably be expected to have a Material Adverse Effect. (g) The Lender shall have received evidence reasonably satisfactory to it that nothing has occurred since December 31, 2005, which reasonably could be expected to have a Material Adverse Effect. (h) Senior Working Capital Lender shall have received delivery and possession of the stock certificate representing the Borrower’s 100% ownership interest in the stock of Akrion SCP to be held for the benefit of itself and Lender. (i) The Borrower shall pay to the Facility B Borrowers’ proposed financialLender on the Effective Date all reasonable fees (including reasonable attorney’s fees), operating costs and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) expenses incurred by the terms Lender in connection with any matters contemplated by this Amendment which are due and conditions of all Material Agreements payable as of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;Effective Date

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following unless waived or deferred by the Required Lenders in their sole discretion, shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionthis Amendment and each and every provision hereof: (a) The representations and warranties in the Loan Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all conditions precedent set out in section 8.02 shall have been satisfied;respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (b) the Lender Administrative Agent shall have completed received a fee of $30,000 in cash or by wire transfer of immediately available funds, such fee to be for (and upon receipt shall be satisfied with its due diligence in respect paid to) the ratable benefit of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied Lenders with a site visit of the Owned Properties, including the RWB Properties if desired;Revolving Credit Commitment. (c) the Lender Administrative Agent shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs a fee of $131,250 in cash or by wire transfer of immediately available funds, such fee to be incurred by Facility B Borrowers in respect for (and upon receipt shall be paid to) the ratable benefit of the RWB Properties Lenders with a Term Loan A Commitment or a Term Loan B Commitment. (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and Facility B Borrowers’ anticipated repayment plan for remain in force by any governmental authority against the Lender Group. (e) Collateral Agent shall have received the reaffirmation and consent of QTI attached hereto as Exhibit A, duly executed and delivered by an authorized official of QTI. (f) Collateral Agent shall have received the reaffirmation and consent of QFC attached hereto as Exhibit B, duly executed and delivered by an authorized official of QFC. (g) Collateral Agent shall have received a waiver, duly executed by the Purchasers and the Obligors, of all events of default under the Subordinated Debt Documents (the form and substance of such costs;waiver to be satisfactory to Collateral Agent).

Conditions Precedent to Amendment. The amendments satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until Amendment No. 7 (the date on which all of such conditions precedent are either satisfied or waived, being the following conditions have been satisfied (the "“Seventh Amendment Closing Effective Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all conditions precedent set out in section 8.02 The Agent and the Lenders shall have been satisfiedreceived the following documents, each in form and substance satisfactory to the Lenders: i. this Amendment No. 7, duly executed by the parties hereto; ii. a duly executed Notice of Borrowing in the form attached as Exhibit B hereto, at least two (2) Business Days prior to the Seventh Amendment Funding Date specifying: (a) the principal amount of the proposed JS Loan and (b) the use of the proceeds of such proposed JS Loan, which shall be used solely for (i) general corporate purposes consistent with the Approved Forecast and (ii) Lender Expenses, in all cases, subject to the terms of the Loan Agreement; iii. an amendment or consent with respect to the Intermediation Agreement to lower the Minimum Liquidity Requirement (as defined therein) to $15,000,000 on terms (including with respect to time period) no less restrictive than those provided in Section 3; iv. customary legal opinions of (x) Braxxxxxx XXP, in its capacity as special counsel to the Loan Parties and (y) local counsel to the Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Lenders, in each case, dated as of the Seventh Amendment Effective Date and addressed to the Agent and the Lenders; v. a duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), certifying no change thereto as of the Seventh Amendment Effective Date, (ii) resolutions authorizing this Amendment No. 7 and, in the case of Parent, the Additional 2024 Warrant Agreement, the Additional 2024 Warrants and the Additional 2024 Registration Rights Agreement, and specifically affirming that (a) prior to executing this Amendment No. 7 and the other Loan Documents, Borxxxxx xxs had the opportunity to review, evaluate, and negotiate this Amendment No. 7, the other Amendment Documents, the other Loan Documents, the Exit Fee, the Exit Fee 2024, the JS Exit Fee and the calculations thereof, as applicable, with its advisors, (b) the Exit Fee, the Exit Fee 2024 and the JS Exit Fee are each a good-faith, reasonable approximation of the Lenders’ liquidated damages upon the applicable triggering events, taking into account all of the circumstances, including the cost of funds, the opportunity costs of capital, the relative risk of the investment, and the operational benefits for the Loan Parties from continued use of funds as a result of the Lenders’ agreement to accept the Exit Fee, the Exit Fee 2024 and the JS Exit Fee, as applicable, in lieu of additional up-front fees and (c) the Exit Fee, the Exit Fee 2024 and the JS Exit Fee are each not intended to be nor viewed by the parties as the economic equivalent of unmatured interest, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Seventh Amendment Effective Date; vi. all necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of this Amendment No. 7 and the Loan Documents by the Loan Parties; vii. a Solvency Certificate duly executed by the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Amendment No. 7) certifying that the Loan Parties, individually and collectively, are not Insolvent; and viii. a duly executed Amendment Number Seven Fee Letter, dated as of the Seventh Amendment Effective Date. (b) the Lender The Lenders shall have completed received the following documents each in form and shall be satisfied with its due diligence in respect substance satisfactory to the Lenders: i. the Additional 2024 Warrant Agreement, duly executed by the parties thereto; and ii. the Additional 2024 Registration Rights Agreement, duly executed by the Parent. (c) Delivery of the Facility B Borrowers an Closing Certificate reflecting confirmation that after giving effect to this Amendment No. 7 and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: consents contained herein (i) the Facility B Borrowers’ proposed financialrepresentations and warranties contained in Article 5 of the Loan Agreement and in Section 6 hereof shall be true and correct on and as of the Seventh Amendment Effective Date (except for such representations and warranties made as of a specific date, operating in which case such representations and quality management systemswarranties shall be true and correct as of such specific date), including evidence that after giving effect in all cases to any standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 6 hereof as to such systems will satisfy all applicable requirements representations and warranties, (ii) no Default or Event of Governmental AuthoritiesDefault shall have exist and be continuing or would exist immediately after giving effect to this Amendment No. 7 and (iii) attaching the Approved Forecast required under clause (d) below. (d) the Agent shall have received an Approved Forecast, in form and substance satisfactory to the Required Lenders in their sole discretion, delivered in accordance with Section 6.23 of the Loan Agreement (as amended hereby) and attached to the officer’s certificate delivered under clause (a)(v) of this Section 4; (iie) the terms Agent shall have received evidence that Parxxx xxs engaged and conditions of all Material Agreements of the Facility B Borrowersretained Setx Xxxxxxx xx chief restructuring officer; (iiif) the terms and conditions of JS Lender has complied with all Material Permits in respect “Know-Your-Customer” requirements of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of Agent; and (A) cultivation; (B) manufacturing; and (Cg) the operation 2024 Term Loans shall be deemed to have been made in the July PIK Fee Amount in accordance with the Amendment Number Seven Fee Letter. For purposes of provisioning centresdetermining compliance with the conditions specified in this Section 4, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulationseach Lender that has signed this Amendment No. 7 shall be deemed to have consented to, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties approved or accepted or to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a site visit of Lender unless the Owned Properties, including the RWB Properties if desired; (c) the Lender Agent shall have received reasonably detailed financial projections notice from such Lender prior to the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;proposed Seventh Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied precedent to the effectiveness of this Consent (the "Amendment Closing date of such effectiveness being herein called the “Effective Date"), in ”) and each case to the satisfaction of the Lender in its sole discretionand every provision hereof: (a) all conditions precedent set out in section 8.02 Agent shall have been satisfied;received this Consent, duly executed by the parties hereto, and the same shall be in full force and effect. (b) the Lender Agent shall have completed received a reaffirmation and consent substantially in the form attached hereto as Exhibit “A”, duly executed and delivered by each Guarantor. (c) The representations and warranties herein and in the Credit Agreement, as amended hereby, and the other Loan Documents shall be satisfied with its due diligence true and correct in respect all material respects on and as of the Facility B date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) No Default or Event of Default (other than an Event of Default resulting from Borrowers’ failure to maintain a Fixed Charge Coverage Ratio of 0.00:1.00 for the 12 month period ending March 30, 2008 as required by Section 6.16(a)(ii) of the Credit Agreement (the “Existing Event of Default”)) shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (e) Agent shall have received evidence reasonably satisfactory to it (including a certificate of the Secretary of Buca 2) that all (i) conditions precedent to the consummation of the Xxxxxx Creek Sale and Leaseback have been satisfied, and (ii) all material consents, approvals, authorizations, licenses, permits, entitlements and accreditations required in connection with the Xxxxxx Creek Sale and Leaseback have been obtained. (f) Agent shall have received evidence reasonably satisfactory to it that Borrowers shall have used commercially reasonable efforts to deliver to Agent (i) either (A) a new Mortgage with respect to Buca 2’s leasehold interest in the Xxxxxx Creek Sale and Leaseback Property, (the “New Xxxxxx Creek Mortgage”), duly executed by Buca 2 and creating and perfecting a valid and enforceable first priority Lien (subject to Permitted Liens) on Buca 2’s leasehold interest in the Xxxxxx Creek Sale and Leaseback Property and all of Buca 2’s personal property (other than the Excluded Assets) on such property, or (B) an amendment (in form and substance satisfactory to Agent) to the existing Mortgage on the Xxxxxx Creek Sale and Leaseback Property (the “Existing Xxxxxx Creek Mortgage”), subjecting thereto, in lieu of Buca 2’s fee interest in the Xxxxxx Creek Sale and Leaseback Property, Buca 2’s leasehold interest in the Xxxxxx Creek Sale and Leaseback Property, duly executed by Buca 2 and creating and perfecting a valid and enforceable first priority Lien (subject to Permitted Liens) on Buca 2’s leasehold interest in the Xxxxxx Creek Sale and Leaseback Property and all of Buca 2’s personal property (other than the Excluded Assets) on such property, and (ii) a mortgagee title insurance policy (or a marked commitment to issue the same) for the New Xxxxxx Creek Mortgage or the amended Existing Xxxxxx Creek Mortgage referred to in the foregoing clause (i) (as the case may be), issued by First American Title Insurance Company or another title insurance company satisfactory to Agent in its Permitted Discretion, in an amount satisfactory to Agent in its Permitted Discretion and assuring Agent that the New Xxxxxx Creek Mortgage or the amended Existing Xxxxxx Creek Mortgage (as the case may be) is a valid and enforceable first priority mortgage Lien (subject to Permitted Liens) on Buca 2’s leasehold interest in the Xxxxxx Creek Sale and Leaseback Property (free and clear of all defects and encumbrances except Permitted Liens), and is otherwise in form and substance reasonably satisfactory to Agent. (g) Agent shall have received copies of the Xxxxxx Creek Sale and Leaseback Documents, certified as true and correct copies thereof by a Secretary of Buca 2, together with a certificate of a Secretary of Buca 2 stating that such agreements remain in full force and effect and that Buca 2 has not breached or defaulted in any material respect with respect to any of its obligations under such agreements. (h) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force as of the date hereof and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with:Effective Date by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender. (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy Borrowers shall have paid all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits Lender Group Expenses incurred by Agent in respect of the Facility B Borrowers connection with this Consent and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties other transactions referred to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;herein.

Conditions Precedent to Amendment. The amendments to satisfaction (or waiver in writing by the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all Lender) of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionthis Amendment: (a) all conditions precedent set out in section 8.02 Lender shall have been satisfiedreceived this Amendment duly executed by the parties thereto; (b) the Lender shall have completed and shall be satisfied with its due diligence received an amendment to the Second Lien Credit Agreement on substantially similar terms to this Amendment in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties form acceptable to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredLender; (c) Xxxxxx shall have received a favorable opinion of legal counsel to the Borrower, addressed to the Lender, in form and substance reasonably satisfactory to Lender, with respect to the Borrower’s execution and delivery of this Amendment; 4892-2138-7626 v.5 (d) the Lender shall have received all documents (including organizational documents), certificates and instruments that Lender has then reasonably detailed financial projections from requested, which additional documents, certificates and instruments shall be reasonably satisfactory to Lender in form, substance and date; (e) after giving effect to the Facility B Borrowers showing transactions contemplated by this Amendment, no event shall have occurred and be continuing that would constitute an Event of Default; and (f) all anticipated costs representations and warranties made by Borrower or any Affiliate thereof (other than Parent except to the extent set forth herein) in any Loan Document shall be incurred by Facility B Borrowers true and correct in respect all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the RWB Properties effectiveness hereof as if such representations and Facility B Borrowers’ anticipated repayment plan for warranties had been made as of the time of the effectiveness hereof (except to the extent that any such costs;representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). On the Effective Date, the Maturity Extension Fee shall be deemed to have been paid in kind by Borrower and shall be added to the outstanding principal amount of the Loan. The Maturity Extension Fee shall not be refundable under any circumstances and shall not be subject to any counterclaim, setoff or other impairment of right or rescission or turnover.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected satisfaction (or waiver in this Agreement shall not become effective until the date on which all writing by Agent and Required Lenders) of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretion:Amendment (such date being the “Amendment Effective Date”): (a) all conditions precedent set out in section 8.02 Agent shall have been satisfied;received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) the Lender Agent shall have completed received a letter, in form and shall be satisfied with its due diligence in respect substance satisfactory to Agent and Required Lenders, from Texas Capital Bank, National Association (“Existing Lender”) to A Team Leasing, LLC, respecting the portion of the Facility B Borrowers obligations of A Team Leasing, LLC owing to Existing Lender that Existing Lender is requiring to be repaid such that Existing Lender will agree to terminate and release its security interest in, and any Liens on, the RWB Properties; Sold Assets (as defined in such letter), and without limiting the generality effecting such termination and release upon such repayment. (c) Agent shall have received executed copies of the foregoing the Lender shall be satisfied with:favorable written opinions of counsel for Loan Parties, in form and substance satisfactory to Agent and Required Lenders, with respect to such matters as Required Lenders may reasonably request. (d) (i) Agent shall have received fully executed versions of the Facility B Borrowers’ proposed financialmaterial Designated Transaction Documents and all other material documentation associated with the Designated Transaction (collectively, operating and quality management systemsthe “Material Designated Transaction Documents”), including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) each of the Designated Transaction Documents shall have been duly executed and delivered by the parties thereto, and the same shall be in full force and effect, and (iii) the Designated Transaction shall have been (or substantially concurrent with the Amendment Effective Date, shall be) consummated in accordance with the terms and conditions of all Material Agreements of the Facility B Borrowers;Designated Transaction Documents. (iiie) Agent shall have received a duly executed certificate of an authorized officer of Company in substantially the terms and conditions form of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis RegulationsExhibit C attached hereto, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating attachments thereto;. (vf) reasonably satisfactory evidence that all required zoning is in place in respect Agent shall have received a solvency certificate of the RWB Properties chief operating officer or chief financial officer of Parent substantially in the form of Exhibit F-2 of the Credit Agreement, dated as of the Amendment Effective Date and addressed to permit the operations of MAG, including without limitation, copies of all municipal Agent and county approvals;Lenders. (vig) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax After giving effect to this Amendment, with respect to Parent and its Subsidiaries, the representations and warranties contained herein, in the Credit Agreement, and in the other Loan Documents, in each case, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any Owned Propertiesrepresentations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, including which representations and warranties are true and correct in all respects subject to such qualification) on and as of the RWB Property;date hereof, to the same extent as though made on and as of the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (viiih) a fully-executed copy No event has occurred and is continuing or would result from the consummation of the agreement transactions contemplated herein that would constitute a Default or Event of purchase and sale of each RWB Property;Default. (ixi) Borrower shall pay concurrently with the Lender closing of the transactions evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 5 of this Amendment. (j) Immediately after giving effect to the consummation of the Designated Transaction, the Loan Parties shall have conducted and be satisfied with a site visit Qualified Cash of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for at least $2,000,000 at such costs;time.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionthis Amendment and each and every provision hereof: (a) all conditions precedent set out in section 8.02 Agent shall have been satisfiedreceived this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) the Lender Agent shall have completed received a reaffirmation and shall be satisfied with its due diligence consent substantially in respect of the Facility B Borrowers form attached hereto as Exhibit A, duly executed and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated delivered by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredGuarantor; (c) Term Loan A and Term Loan B, together will all outstanding accrued and unpaid interest thereon, shall be repaid in full concurrently with (and out of) the Lender funding of the initial Advance on the Sixth Amendment Effective Date (on a Dollar for Dollar basis until paid in full out of first proceeds of such Advance, such that until such Term Loan A and Term Loan B, and such interest thereon, are so repaid in full, there shall be no increase in aggregate outstanding Obligations); (d) Borrowers shall have delivered to Agent a copy of the executed Sale of Parent Agreements, certified as being true, correct, and complete by an officer of Administrative Borrower, and, in each case, the same shall be in form and substance satisfactory to Agent and Lenders in their Permitted Discretion; (e) Agent shall have received evidence reasonably detailed financial projections satisfactory to it that (i) the Sale of Parent has been consummated in accordance with the terms and provisions of the Sale of Parent Agreements (and in a manner satisfactory to Agent) and in accordance with all laws applicable thereto, (ii) Borrowers and their Subsidiaries have obtained all Gaming Licenses and Liquor Licenses, and (iii) the Nevada Gaming Authorities have found Holdings and its Stockholders to be suitable; (f) Holdings, Borrowers and their Subsidiaries shall have paid all fees and shall have received all licenses (including all Gaming Licenses), approvals or evidence of other actions required by any Governmental Authority in connection with the Sale of Parent and the execution and delivery by Borrowers or their Subsidiaries of the Amendment or with the consummation of the transactions contemplated thereby (including the Sale of Parent); (g) Holdings shall be a wholly-owned subsidiary of Xxxxxx’x Restaurants; (h) Agent shall have received Amendment Number Two To Fee Letter, duly executed by the parties thereto; (i) Agent shall have received one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; (j) The representations and warranties herein and in the Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (k) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the Facility B Borrowers showing all anticipated costs consummation of the transactions contemplated herein or in the Sale of Parent Documents; (l) No Material Adverse Change shall have occurred since December 31, 2004; (m) Agent shall have received fully executed, acknowledged and delivered Second Amendments to Deed of Trust, Assignment of Rents and Leases, Fixture Filing and Security Agreement for each of the Laughlin and Las Vegas, Nevada properties (the “Nevada Properties”) of the Borrower subject to existing Mortgages, which shall be sufficient to increase the maximum amount of indebtedness secured by each such Mortgage up to $43,000,000 and otherwise in form and substance reasonably acceptable to Agent (the “Mortgage Amendments”); (n) Agent shall have received a certificate from the Secretary of each Borrower and each Guarantor attesting to the resolutions of such Borrower or Guarantor’s Board of Directors authorizing its execution, delivery, and performance of this Sixth Amendment and each related document to which it is applicable and authorizing specific officers of such Borrower or Guarantor to execute the same; (o) Agent shall have received copies of each Borrower and Guarantor’s Governing Documents, as amended, modified, or supplemented to the Sixth Amendment Effective Date, certified by the Secretary of such Borrower or Guarantor; (p) Agent shall have received a certificate of status with respect to each Borrower and Guarantor, dated within 15 days of the Sixth Amendment Effective Date, such certificate to be incurred issued by Facility B Borrowers in respect the appropriate officer of the RWB Properties jurisdiction of organization of such Borrower or Guarantor, which certificate shall indicate that such Borrower or Guarantor is in good standing in such jurisdiction; (q) Agent shall have received certificates of status with respect to each Borrower and Facility B Borrowers’ anticipated repayment plan for Guarantor, each dated within 30 days of the Sixth Amendment Effective Date, such costscertificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower or Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower or Guarantor is in good standing in such jurisdictions; (r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent; and (s) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force and effect by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied precedent to the effectiveness of this Amendment (the "date of such effectiveness being herein called the “Amendment Closing Effective Date"), in ”) and each case to the satisfaction of the Lender in its sole discretionand every provision hereof: (a) all conditions precedent set out in section 8.02 Agent shall have been satisfied;received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) the Lender Agent shall have completed received a reaffirmation and shall be satisfied with its due diligence consent substantially in respect of the Facility B Borrowers form attached hereto as Exhibit A, duly executed and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated delivered by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired;Guarantor. (c) Borrowers shall have paid to Agent, for WFF’s sole and separate account, an amendment fee of $100,000, which amendment fee shall be fully earned and paid in full by charging such fee to Borrowers’ Loan Account on the Lender Amendment Effective Date. (d) Borrowers shall have paid to Agent, for Ableco’s sole and separate account, an amendment fee of $300,000, which amendment fee shall be fully earned and paid in full by charging such fee to Borrowers’ Loan Account on the Amendment Effective Date. (e) Agent and Term Loan B Representative shall have received reasonably detailed financial projections (i) copies of the restatements of the Superceded Financial Statements for the November 2004 monthly fiscal period, (ii) unaudited consolidated income statements, balance sheets and cash flow statements for the December monthly fiscal period in fiscal year 2004 and the January and February monthly fiscal periods in fiscal year 2005, and (iii) certificates detailing TTM EBITDA for the 12 consecutive monthly fiscal periods ended on the last day of each such period. (f) The representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof (but after giving effect to that certain letter agreement dated as of the date hereof executed by the Lender Group in favor of the Borrowers), as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). For purposes of determining satisfaction of this condition, no representations or warranties shall be deemed to have been made under the Loan Documents regarding the Superceded Financial Statements or the Superceded Projections. (g) No Default or Event of Default (other than the Existing Events of Default and any other Default or Event of Default that would exist but for the provisions of that certain letter agreement dated as of the date hereof executed by the Lender Group in favor of the Borrowers)) shall have occurred and be continuing on the date hereof, nor shall result from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect consummation of the RWB Properties transactions contemplated herein. (h) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and Facility B Borrowers’ anticipated repayment plan for such costs;remain in force by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until the date on which all of the following conditions have been satisfied (the "Amendment Closing Date"), in each case is subject to the satisfaction of the Lender in its sole discretionfollowing conditions precedent: (a) all conditions precedent set out in section 8.02 The Deal Agent shall have been satisfiedreceived a copy of the Sale and Assignment Agreements, duly executed by the parties thereto; (b) the Lender The Deal Agent shall have completed and shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) received a copy of MAG’s licence under applicable Cannabis Regulationsthe Amendment No. 1 to the Servicing Agreement, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated duly executed by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredparties thereto; (c) the Lender The Deal Agent shall have received reasonably detailed financial projections from a copy of Amendment No. 2 to the Facility B Borrowers showing all anticipated costs Note Purchase Agreement, duly executed by the parties thereto; (d) On or prior to be incurred by Facility B Borrowers the date hereof, the Debtor shall have filed any financing statements, termination statements or amendments thereto, wherever necessary or advisable, in respect order to perfect the sale and assignment of the RWB Properties Sold Receivables to the Debtor and the grant of the security interest therein to the Collateral Agent and shall have delivered file-stamped copies of such financing statements or other evidence of the filing thereof to the Deal Agent; (e) The Deal Agent shall have received a copy of the resolutions of each of ALAC Receivables Corp. and First Investors Servicing Corporation certified by its chief executive officer and duly authorizing the execution, delivery and performance by such party of the Sale and Assignment Agreement to which it is a party and documents executed by in connection with the transactions contemplated therein or herein and an incumbency certificate of the secretary or assistant secretary of each of ALAC Receivables Corp. and First Investors Servicing Corporation attesting to the names and true signatures of the person or persons executing and delivering each such document; (f) The Deal Agent has received a certification of the Debtor that each of the representations and warranties of the Debtor contained in Section 3.1 of the Agreement are true and correct on the date hereof; (g) The Deal Agent has received a certification of the Seller that each of the representations and warranties of the Seller contained in Section 3.2(b) the Purchase Agreement are true and correct as of the date hereof; (h) The Deal Agent shall have received a copy of an Interest Rate Hedge Agreement relating to the Sold Receivables, duly executed by each of the parties thereto; (i) No Amortization Event, Termination Event, Wind-Down Event or Incipient Coverage Shortfall shall have occurred and be continuing on the date hereof; (j) No Event of Default as defined under the Project Brave Facility B Borrowers’ anticipated repayment plan for shall have occurred and be continuing on the date hereof; (k) The Deal Agent shall have received legal opinions, dated as of the date hereof, from Txxxxxxx & Kxxxxx, counsel to the Debtor, ALAC Receivables Corp. and the Seller (the "AMENDMENT PARTIES") with respect to the such costs;matters as the Deal Agent shall request, including, (i) true sale" under the Bankruptcy Code, (ii) the enforceability of the Security Agreement, Note Purchase Agreement and Servicing Agreement, each as amended through the date hereof, and (iii) the perfection of the Collateral Agent's security interest in the Sold Receivables (as defined in the Sale and Assignment Agreement).

Conditions Precedent to Amendment. 4.1 The obligations of the Bank to make available Advances hereunder and amendments under this Agreement are subject to the Original Credit Agreement reflected performance by the Borrower of all the Borrower’s obligations set out hereunder and which are to be performed prior to disbursement of any Advance under the Facility B. Prior to the first Advance under Facility B, the Borrower shall provide the Bank with the following, each in this Agreement shall not become effective until a form and substance satisfactory to the Bank (the date on of which all of the following such conditions have been satisfied (or waived in the "Amendment Closing Date"), in each case to the satisfaction sole discretion of the Lender in its sole discretion:Bank, herein referred to as the “Amendment Effective Date”): (a) all conditions precedent set out in section 8.02 shall have There has been satisfiedno Material Adverse Effect since the Original Effective Date; (b) the Lender shall have completed This Agreement duly executed and shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy delivered by all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredparties hereto; (c) The composite amendment to the Lender Security Documents duly executed and delivered by the applicable party or parties thereto (other than the Bank) in the format as acceptable to the Bank and, in the case of instruments required to be recorded and filed, such instruments shall have received been duly recorded or filed, as the case may be (or provisions reasonably detailed financial projections from satisfactory to the Facility B Borrowers showing Bank for the recording or filing thereof and for the payment of all anticipated costs to be incurred by Facility B Borrowers fees, taxes and other expenses in respect connection therewith shall have been made); (d) A copy of the RWB Properties board resolution of the Borrower approving and Facility B Borrowers’ anticipated repayment plan for such costsauthorizing this Agreement and the composite amendment to Security Documents to which it is a party; (e) Evidence of authority of the Guarantor to enter into the Guarantee; (f) Certificate of good standing of the Borrower and Guarantor; and (g) A legal opinion addressed to the Lender, provided by the Borrower’s external New York counsel and external Trinidad counsel, which shall include among other things, an opinion: (i) the good standing of the Borrower and Guarantor, (ii) that the Borrower and Guarantor are in possession of all relevant and material agreements, licenses and permits, including environmental, necessary to enable to conduct its business; and (iii) that this Agreement, Security Documents, and composite amendment to Security Documents, and the Guarantee are valid and enforceable against the Borrower and Guarantor. (h) Payment of the Up-Front Fee.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of --------------------------------- each of the following conditions have been satisfied (following, on or before the "Seventh Amendment Closing Date")Deadline, in each case to the satisfaction of the Lender unless waived or deferred by Foothill in its sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) all conditions precedent set out a. Payment to Foothill by Borrower in section 8.02 shall have been satisfied; (b) immediately available funds of a one-time funding fee in the Lender shall have completed and shall be satisfied with its due diligence amount of $75,000 in respect of the Facility B Borrowers Additional Bridge Loan (the "Additional Bridge Loan Fee"), which fee shall be fully earned, non-refundable, due, and payable, upon the RWB Properties; execution and without limiting the generality delivery of this Amendment by Foothill and Borrower, and which fee Borrower hereby authorizes Foothill to charge to Borrower's loan account as part of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental AuthoritiesAdditional Bridge Loan; (ii) b. Payment to Foothill by Borrower in immediately available funds of a one-time amendment fee in the terms and conditions amount of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits $50,000 in respect of the Facility B Borrowers closing of the Seventh Amendment, which fee shall be fully earned, non- refundable, due, and payable, upon the execution and delivery of this Amendment by Foothill and Borrower, and which fee Borrower hereby authorizes Foothill to charge to Borrower's loan account as a revolving advance under Section 2.1 of the Agreement; c. Foothill shall have received a certificate from the Secretary of Phoenix attesting to the incumbency and signatures of authorized officers of Phoenix and to the resolutions of Phoenix's Board of Directors ratifying its prior execution and delivery of the Sixth Amendment and authorizing its execution and delivery of this Amendment and the RWB Propertiesother Loan Documents to which it is a party and contemplated in the Sixth Amendment and this Amendment and the performance of the Sixth Amendment, specifically including Material Permits in respect this Amendment, the Agreement as amended by the Sixth Amendment and this Amendment, and such other Loan Documents, and authorizing specific officers of (A) cultivation; (B) manufacturing; Phoenix to execute and (C) deliver the operation of provisioning centres, same; (iv) d. Foothill shall have received a copy certificate from the Secretary of MAG’s licence under applicable Cannabis RegulationsPNAC attesting to the incumbency and signatures of authorized officers of PNAC and to the resolutions of PNAC's board of directors or equivalent governing body ratifying its prior execution and delivery of the Sixth Amendment and authorizing its execution and delivery of this Amendment and the other Loan Documents to which it is a party and contemplated in the Sixth Amendment and this Amendment and the performance of the Sixth Amendment, together with copies this Amendment, the Agreement as amended by the Sixth Amendment and this Amendment, and such other Loan Documents, and authorizing specific officers of all material correspondence exchanged between MAG PNAC to execute and Governmental Authorities relating theretodeliver the same; (v) reasonably satisfactory evidence that all required zoning is in place in respect e. Foothill shall have received a certificate from the Secretary of AmeriConnect attesting to the incumbency and signatures of authorized officers of AmeriConnect and to the resolutions of AmeriConnect's board of directors or equivalent governing body ratifying its prior execution and delivery of the RWB Properties Sixth Amendment and authorizing its execution and delivery of this Amendment and the other Loan Documents to permit which it is a party and contemplated in the operations Sixth Amendment and this Amendment and the performance of MAGthe Sixth Amendment, including without limitationthis Amendment, copies the Agreement as amended by the Sixth Amendment and this Amendment, and such other Loan Documents, and authorizing specific officers of all municipal AmeriConnect to execute and county approvalsdeliver the same; (vi) reasonably f. Foothill shall have received an opinion of counsel to Borrower in form and substance satisfactory evidence to Foothill in its reasonable discretion; g. The representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the income generated by date hereof, as though made on such date (except to the RWB Propertiesextent that such representations and warranties relate solely to an earlier date); (vii) reasonably satisfactory evidence that there are no arrears of property tax h. Except for any non-compliance by Borrower, with respect to any Owned Propertiesthe fiscal quarter ending September 30, including 1997, with one or more of the RWB Propertyfinancial covenants set forth in Section 6.14 of the Agreement, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (viii) a fully-executed copy i. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the agreement of purchase and sale of each RWB Property; (ix) the Lender transactions contemplated herein shall have conducted been issued and be satisfied remain in force by any governmental authority against Borrower or Foothill; and j. All other documents and legal matters in connection with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender transactions contemplated by this Amendment shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs been delivered or executed or recorded and shall be in form and substance satisfactory to be incurred by Facility B Borrowers in respect of the RWB Properties Foothill and Facility B Borrowers’ anticipated repayment plan for such costs;its counsel.

Conditions Precedent to Amendment. The amendments satisfaction of each of the following on or before the Fifth Amendment Closing Date shall constitute conditions precedent to the Original Credit effectiveness of this Amendment: a. Each Guarantor shall have executed and delivered the Guaranty Reaffirmation and Consent in form and substance satisfactory to Foothill; b. Holdings shall have executed and delivered a joinder to the Loan Agreement reflected in this Agreement form and substance satisfactory to Foothill; c. WXCC shall not become effective until have executed and delivered appropriate supplements to the date on which Pledge Agreement, and the delivery to Foothill of possession of the original stock certificates, respecting all of the following conditions have been satisfied (the "Amendment Closing Date")issued and outstanding shares of stock of Holdings, together with stock powers with respect thereto endorsed in blank, in form and substance satisfactory to Foothill; d. Foothill shall have received an amendment fee in the amount of $10,000 in connection herewith; e. Borrower shall have executed and delivered an officer's certificate with respect to this Fifth Amendment in form and substance satisfactory to Foothill; f. Foothill shall have received the acknowledgment and agreement of each case of its Participants in the secured credit facilities extended to Borrower under the Agreement to this Amendment; g. The representations and warranties in this Amendment, the Loan Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the satisfaction extent that such representations and warranties relate solely to an earlier date); h. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the Lender in its sole discretion:transactions contemplated herein; (a) all conditions precedent set out in section 8.02 i. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been satisfiedissued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates; (b) j. The Collateral shall not have declined materially in value from the Lender values set forth in the most recent appraisals or field examinations previously done by Foothill; and k. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have completed been delivered or executed or recorded and shall be satisfied with in form and substance satisfactory to Foothill and its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;counsel.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following on or before April 29, 1999, shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of this Amendment: a. Foothill shall have received the reaffirmation and consent of each of the Lender Obligors (other than Borrower) attached hereto as Exhibit A, duly executed and delivered by the respective authorized officials thereof; b. Foothill shall have received all required consents of Foothill's participants in the Obligations to Foothill's execution, delivery, and performance of this Amendment and each such consent shall be in form and substance satisfactory to Foothill, duly executed, and in full force and effect; c. Foothill shall have received a certificate from the Secretary or Assistant Secretary of Borrower attesting to the incumbency and signatures of authorized officers of Borrower and to the resolutions of Borrower's Board of Directors authorizing its sole discretion:execution and delivery of this Amendment and the performance of this Amendment and the Agreement as amended by this Amendment, and authorizing specific officers of Borrower to execute and deliver the same; d. The representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (a) all conditions precedent set out in section 8.02 except to the extent that such representations and warranties relate solely to an earlier date); e. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; f. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been satisfiedissued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates; (b) g. The Collateral shall not have declined materially in value from the Lender values set forth in the most recent appraisals or field examinations previously done by Foothill; and h. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have completed been delivered or executed or recorded and shall be satisfied with in form and substance satisfactory to Foothill and its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;counsel.

Conditions Precedent to Amendment. The amendments satisfaction (or waiver in writing by Agent (at the direction of the Required Lenders) or the Required Lenders) of each of the following shall constitute conditions precedent to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until Amendment No. 4 (the date on which all of such conditions precedent are either satisfied or waived, being the following conditions have been satisfied (the "“Fourth Amendment Closing Effective Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all conditions precedent set out in section 8.02 The Agent and the Lenders shall have been satisfiedreceived this Amendment No. 4, duly executed by the parties hereto; (b) The Agent and the Lender Lenders shall have completed and shall be satisfied with its due diligence in respect of received the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financialA&R Intercreditor Agreement, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated duly executed by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredparties thereto; (c) The Agent and the Lender Lenders shall have received an amendment to the Disclosure Letter, duly executed by the parties thereto; (d) The Agent and the Lenders shall have received each of the agreements listed in Schedule II in substantially final form; (e) The Agent and the Lenders shall have received the Amended and Restated Collateral Assignment of Material Contracts, dated on or about the date hereof, by Parent in favor of Agent relating to Material Contracts with Synergy Supply & Trading LLC, and Idemitsu Apollo Renewable Corp., duly executed by the parties thereto to remove Synergy Supply & Trading LLC and to toll the obligations with respect to Idemitsu Apollo Renewable Corp. while the Renewable Intermediation Facility Documents are in effect; (f) Customary legal opinions of Stroock & Sxxxxxx & Lxxxx LLP, in its capacity as special counsel to the Loan Parties; (g) A duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority) or to the extent applicable, certifying no change thereto as of the Fourth Amendment Effective Date since the relevant date such Organization Documents were last delivered to the Agent which may be the Closing Date, the Second Amendment Date or the Third Amendment Effective Date, as applicable, (ii) resolutions authorizing this Amendment, the Limited Consent, dated as of April 28, 2023, by and among Borrower, Agent and the Lenders party thereto, and the Limited Consent Fee Letter, dated as of May 5, 2023, by and among Parent, Borrower and the Lenders party thereto, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably detailed financial projections be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Fourth Amendment Effective Date; (h) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of this Amendment No. 4 and the Loan Documents by the Loan Parties; (i) A Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Amendment No. 4, including the Renewables Intermediation Facility B Borrowers showing Transaction) certifying that the Loan Parties, individually and collectively, are not Insolvent; (j) Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to Uniform Commercial Code financing statements, as the Lenders shall reasonably request to evidence the perfection and priority of the security interests granted to Agent pursuant to Article 4 of the Loan Agreement; (k) Borrower shall have paid all anticipated costs Lender Expenses and all fees due pursuant to Section 8 hereof; (l) Confirmation that (i) the representations and warranties contained in Section 5 of the Loan Agreement and in Section 7 hereof shall be true and correct on and as of the Fourth Amendment Effective Date (except for such representations and warranties made as of a specific date, in which case such representations and warranties shall be true and correct as of such specific date), after giving effect in all cases to any standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 7 hereof as to such representations and warranties, and (ii) no Default or Event of Default shall have occurred and be continuing; and (m) Such other documents, and completion of such other matters, as Agent or Lenders may reasonably deem necessary or appropriate. For purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Amendment No. 4 shall be deemed to have consented to, approved or accepted or to be incurred satisfied with, each document or other matter required hereunder to be consented to or approved by Facility B Borrowers in respect of or acceptable or satisfactory to a Lender unless the RWB Properties and Facility B Borrowers’ anticipated repayment plan for Agent shall have received notice from such costs;Lender prior to the proposed Fourth Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionthis Amendment and each and every provision hereof: (a) all conditions precedent set out in section 8.02 Collateral Agent shall have been satisfied;received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) the Lender Collateral Agent shall have completed received the letter agreement dated of even date herewith, duly executed and delivered by Agent, Lenders, Borrower, the Guarantors, Subco, Solunet Holding Corp. and the agent and lenders under that certain Financing Agreement dated as of March 31, 2004 by and among Subco, the lenders from time to time party thereto, and Ableco, as collateral and administrative agent thereunder, and the same shall be satisfied with its due diligence in respect of the Facility B Borrowers full force and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired;effect. (c) the Lender Collateral Agent shall have received reasonably detailed financial projections that certain Amendment Number One to Financing Agreement, dated of even date herewith, duly executed and delivered by Subco, the lenders from time to time party thereto, and Ableco, as collateral and administrative agent thereunder, and the Facility B Borrowers showing all anticipated costs same shall be in full force and effect. (d) Collateral Agent shall have received Amendment Number Two to the Subordinated Note, in form and substance satisfactory to Agents, duly executed and delivered by the Borrower and Subco, and the same shall be in full force and effect. (e) Collateral Agent shall have received that certain participation agreement dated as of October 18, 2004, duly executed and delivered by Ableco and SCSF Mattress Firm II, LLC, a Delaware limited liability company, and the same shall be in full force and effect. (f) Collateral Agent shall have received a copy of the unanimous written consent of the board of directors or board of managers (as applicable) of each Loan Party, certified as of the First Amendment Effective Date by an Authorized Officer thereof, (A) authorizing the borrowings hereunder and the transactions contemplated by this Amendment, (B) authorizing the execution, delivery and performance by such Loan Party of this Amendment and the execution and delivery of the other documents to be incurred delivered by Facility B Borrowers such Loan Party in respect connection herewith. (g) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the RWB Properties transactions contemplated herein shall have been issued and Facility B Borrowers’ anticipated repayment plan for such costs;remain in force by any Governmental Authority against any Loan Party, either Agent, or any Lender.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following conditions have been satisfied (on or before the "Second Amendment Closing Date, unless otherwise specified below, shall constitute conditions precedent to the effectiveness of this Amendment: a. Payment to Foothill by Borrower in immediately available funds of an amendment fee in the amount of $225,000, which fee shall be fully earned, non-refundable, due, and payable, upon the execution and delivery of this Amendment by Foothill and Borrower, and which fee Borrower hereby authorizes Foothill to charge to Borrower's loan account. Solely for reference purposes among Foothill and its participants in the Obligations, such amendment fee shall be segregated into 3 components, consisting of ")Component A" in the amount of $100,000, "Component B" in the amount of $62,500, and "Component C" in the amount of $62,500; b. Foothill shall have received the reaffirmation and consent of each of the Obligors (other than Borrower) attached hereto as Exhibit A, duly executed and delivered by the respective authorized officials thereof; c. Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1) duly executed amendments of the Mortgages and endorsements to the Mortgage Policies as Foothill may require, in each case in form and substance satisfactory to Foothill; (2) all required consents of Foothill's participants in the Obligations to Foothill's execution, delivery, and performance of this Amendment and the commitments of such participants (on terms and conditions satisfactory to Foothill) to participate in the Obligations after giving effect to this Amendment; d. Foothill shall have received a certificate from the Secretary of Borrower attesting to the satisfaction incumbency and signatures of authorized officers of Borrower and to the Lender resolutions of Borrower's Board of Directors authorizing its execution and delivery of this Amendment and the performance of this Amendment and the Agreement as amended by this Amendment, and authorizing specific officers of Borrower to execute and deliver the same; e. Foothill shall have received an opinion of Borrower's counsel in form and substance satisfactory to Foothill in its sole discretion:; f. [intentionally omitted] g. The representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (a) all conditions precedent set out in section 8.02 except to the extent that such representations and warranties relate solely to an earlier date); h. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; i. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been satisfiedissued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates; (b) j. The Collateral shall not have declined materially in value from the Lender values set forth in the most recent appraisals or field examinations previously done by Foothill; and k. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have completed been delivered or executed or recorded and shall be satisfied with in form and substance satisfactory to Foothill and its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;counsel.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Fourth Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed by each of the Loan Parties and each Lender. (b) Agent shall have received the Fee Letter, duly executed by each of Borrowers and Agent. (c) Agent shall have received an opinion of XxxxXxxxx Xxxxx & Xxxxx LLP, counsel to the U.S. Loan Parties, dated as of the date hereof, in form and substance reasonably satisfactory to the Agent. (d) Agent shall have received a certificate setting forth any modifications to the most recent Perfection Certificate previously delivered to Agent required to make such Perfection Certificate accurate as of the date hereof, dated as of the date hereto, and the same shall be in full force and effect. (e) Agent shall have received certificates from the Secretary of each Borrower (i) attesting to no change with respect to the Governing Documents of Borrowers since last delivered to Agent, (ii) attesting to the resolutions of Xxxxxxxx's board of directors or managers authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, (iii) authorizing specific officers of each Borrower to execute the same, and (iv) attesting to the incumbency and signatures of such specific officers of each Borrower. (f) Agents shall have received amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until intellectual property security agreements, duly executed and delivered by the Loan Parties who own the intellectual property set forth therein, with respect to any registered intellectual property owned by any Loan Party as of the date on which all hereof and not subject to an intellectual property security agreement. (g) Agent shall have received a certificate of status with respect to each Borrower dated within 30 days of the following conditions date hereof, such certificate to be issued by the appropriate officer of the jurisdiction of organization of each Borrower which certificate shall indicate that each Borrower is in good standing in such jurisdiction. (h) Agent shall have been satisfied received UCC, tax lien, judgment lien, litigation, bankruptcy and intellectual property searches with respect to the Loan Parties, and the same shall be satisfactory to Agent. (i) After giving effect to this Amendment, the "Amendment Closing Date")representations and warranties contained herein, in the Credit Agreement, and in the other Loan Documents, in each case shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the satisfaction extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). (j) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, Agent, any other member of the Lender in its sole discretion:Group, or any Bank Product Provider. (ak) all conditions precedent set out in section 8.02 No Event of Default shall have been satisfied; (b) the Lender shall have completed occurred and shall be satisfied with its due diligence in respect continuing as of the Facility B Borrowers and the RWB Properties; and without limiting the generality Fourth Amendment Effective Date, nor shall any Event of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections Default result from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;transactions contemplated herein.

Conditions Precedent to Amendment. The amendments to effectiveness of this Amendment is conditioned on the Original Credit Agreement reflected satisfaction in this Agreement shall not become effective until the date on which all full, or waiver, of each of the following conditions have been satisfied (the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretionprecedent: (a) all conditions precedent set out in section 8.02 the Administrative Agent shall have been satisfiedreceived executed counterparts of this Amendment and the Fee Letter, dated the date hereof, between the Borrower and the Administrative Agent (the “Fee Letter”), duly executed by the appropriate Obligor on the First Amendment Effective Date, and delivered by each applicable Obligor in such number as reasonably requested by the Administrative Agent (which may be delivered by electronic means for the purposes of satisfying this clause (a) on the First Amendment Effective Date); (b) the Lender Administrative Agent shall have completed and shall be satisfied with its due diligence in respect received a certificate, dated as of the Facility B Borrowers First Amendment Effective Date, duly executed and the RWB Properties; and without limiting the generality delivered by a Responsible Officer of the foregoing the Lender shall be satisfied with: each Obligor (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of attaching (A) cultivation; a true, correct and complete copy of the Eyevance Acquisition Agreements (including all schedules, annexes, exhibits and other attachments thereto), and all other material related documents, (B) manufacturing; resolutions of each Obligor’s Board then in full force and effect authorizing the execution, delivery and performance of this Amendment, the Fee Letter (if applicable), and the transactions contemplated hereby and thereby (including, in the case of the Borrower, the borrowing of the Incremental Tranche A Loans), (C) each Organic Document of such Obligor (or a certification that there have been no modifications thereof since the operation delivery thereof to Administrative Agent on the Closing Date), and certifying as to the full force and validity thereof, (D) the incumbency and signatures of provisioning centres, ; Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Obligor (ivor a certification that there have been no changes thereto since the delivery to Administrative Agent of the incumbency on the Closing Date) and (E) a copy of MAG’s licence under applicable Cannabis Regulationsa good standing certificate, together with copies dated a date reasonably close to the First Amendment Effective Date, for each such Obligor and (ii) certifying as to clauses (d) and (e) of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredthis Section 4; (c) the Administrative Agent shall have received duly executed legal opinions of counsel to the Obligors (including, as appropriate, local counsel to the Obligors) dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent; (d) each of the representations and warranties contained in Section 5 of this Amendment shall be true and correct as of the date hereof; (e) both before and after giving effect to this Amendment, no event shall have occurred and be continuing that would constitute a Default or Event of Default; and (f) each of the Administrative Agent and each Lender shall have received reasonably detailed financial projections from for its own account (i) the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers upfront fee in respect of the RWB Properties Incremental Tranche A Commitment, as set forth in the Fee Letter and Facility B Borrowers’ anticipated repayment plan for such costs;(ii) all fees, costs and expenses due and payable to it pursuant to the Fee Letter and Section 14.03 of the Credit Agreement, including all reasonable closing costs and fees and all unpaid reasonable and documented expenses of the Administrative Agent incurred in connection with this Amendment (including the Administrative Agent’s reasonable and documented legal fees and expenses), plus fees and expenses of any local counsel, plus all collateral filing fees and security fees, in each case, to the extent invoiced (or as to which a good faith estimate has been provided to the Borrower) at least two (2) Business Days prior to the First Amendment Effective Date.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following conditions have been satisfied (on or before, unless otherwise specified below, the "First Amendment Closing Date"), in each case Date shall constitute conditions precedent to the satisfaction effectiveness of this Amendment: a. Foothill shall have received the reaffirmation and consent of each of the Lender Obligors (other than Borrower) attached hereto as Exhibit A, duly executed and delivered by the respective authorized officials thereof; b. Foothill shall have received a certificate from the Secretary of Borrower attesting to the incumbency and signatures of authorized officers of Borrower and to the resolutions of Borrower's Board of Directors authorizing its execution and delivery of this Amendment and the performance of this Amendment and the Agreement as amended by this Amendment, and authorizing specific officers of Borrower to execute and deliver the same; c. Foothill shall have received all required consents of Foothill's participants in its sole discretion:the Obligations to Foothill's execution, delivery, and performance of this Amendment; d. The representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (a) all conditions precedent set out in section 8.02 except to the extent that such representations and warranties relate solely to an earlier date); e. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; f. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been satisfiedissued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates; (b) g. The Collateral shall not have declined materially in value from the Lender values set forth in the most recent appraisals or field examinations previously done by Foothill; and h. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have completed been delivered or executed or recorded and shall be satisfied with in form and substance satisfactory to Foothill and its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;counsel.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionthis Amendment and each and every provision hereof: (a) all conditions precedent set out in section 8.02 Agent shall have been satisfiedreceived this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) the Lender Agent shall have completed received the reaffirmation and shall be satisfied with its due diligence in respect consent of each of the Facility B Borrowers Guarantors attached hereto as Exhibit A, duly executed and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated delivered by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredGuarantor; (c) the Lender Agent shall have received reasonably detailed financial projections that certain side letter, by and among Agent, on behalf of the Lenders, Borrower, and the Guarantors; (d) Agent shall have received, for the ratable benefit of the Lenders, an amendment and waiver fee of $300,000 (the “Amendment and Waiver Fee”). The Amendment and Waiver Fee is due and payable to the Lenders on the Second Amendment Effective Date, earned in full by the Lenders and non-refundable when paid, and may be charged to the Loan Account; (e) Agent shall have received that certain Amendment Number One to Fee Letter, dated as of the Second Amendment Effective Date, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Agent shall have received (i) a certificate from the Facility B Borrowers showing all anticipated costs Secretary of PFS attesting to the resolutions of PFS’s Board of Directors authorizing the name change of Damark Financial Services, Inc. to Provell Financial Services, Inc., (ii) copies of PFS’s Governing Documents, as amended, modified, or supplemented to the Second Amendment Effective Date, certified by the Secretary of PFS, and (iii) a certificate of status with respect to PFS, dated within 10 days of the Second Amendment Effective Date, such certificate to be incurred issued by Facility B Borrowers in respect the appropriate officer of the RWB Properties jurisdiction of organization of PFS, which certificate shall indicate that PFS is in good standing in such jurisdiction; (g) Agent shall have received (i) a filed financing statement in favor of Agent, for the benefit of the Lender Group, against PFS, in PFS’s state of organization, (ii) a filed UCC-3 amendment to financing statement number 2306599, changing the name of Damark Financial Services, Inc. to Provell Financial Services, Inc., and Facility B Borrowers’ anticipated repayment plan for (iii) searches reflecting the filing of such costsfinancing statement and UCC-3 amendment and Agent’s first priority perfected security interest in the Collateral (as defined in the Guarantor Security Agreement); (h) The representations and warranties in this Amendment, the Loan Agreement, as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (i) Borrower and each Guarantor shall be in good standing in the jurisdiction of its incorporation and in each other jurisdiction in which any of Borrower’s and each Guarantor’s assets are located or in which Borrower’s or any Guarantor’s failure to be duly qualified or licensed would constitute a Material Adverse Change; (j) After giving effect to this Amendment, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and (k) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Guarantor, Agent or any Lender, or any of their Affiliates.

Conditions Precedent to Amendment. The amendments satisfaction (or waiver in writing by Agent (at the direction of the Required Lenders) or the Required Lenders) of each of the following shall constitute conditions precedent to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until Amendment No. 2 (the date on which all of such conditions precedent are either satisfied or waived, being the following conditions have been satisfied (the "“Second Amendment Closing Effective Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all conditions precedent set out in section 8.02 The Agent and the Lenders shall have been satisfiedreceived this Amendment No. 2, duly executed by the parties hereto; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect Evidence of the Facility B Borrowers and the RWB Properties; and without limiting the generality insurance coverage for each of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements New Subsidiary Guarantors as required by Section 6.8 of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredLoan Agreement; (c) A duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority) or to the extent applicable, certifying no change thereto as of the Second Amendment Effective Date, (ii) resolutions authorizing the Loan Documents, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Second Amendment Effective Date; (d) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents by the Loan Parties; (e) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercreditor Agreement; (f) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercompany Subordination Agreement; (g) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Collateral Pledge Agreement; (h) A Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Amendment No. 2) certifying that the Loan Parties, individually and collectively, are not Insolvent; (i) Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to Uniform Commercial Code financing statements, as the Lenders shall reasonably request to evidence the perfection and priority of the security interests granted to Agent pursuant to Article 4 of the Loan Agreement; (j) Subject to Section 6.19 of the Loan Agreement, the Agent shall have received, all documents, agreements and instruments required to create and perfect the Agent’s security interest in the Collateral. The New Subsidiary Guarantors shall have filed or shall have provided all UCC-1 financing statements in form for filing by the Required Lenders or their counsel and shall have delivered all certificated pledged equity and documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Second Amendment Effective Date; (k) The New Subsidiary Guarantors shall have provided no less than three (3) Business Days prior to the Second Amendment Effective Date the documentation and other information to the Lenders that are reasonably requested by the Lenders no later than 10 days prior to the Second Amendment Effective Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms; (l) Confirmation that (i) the representations and warranties contained in Section 5 of the Loan Agreement and in Section 4 hereof shall be true and correct on and as of the Second Amendment Effective Date (except for such representations and warranties made as of a specific date, in which case such representations and warranties shall be true and correct as of such specific date), after giving effect in all cases to any standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 4 hereof as to such representations and warranties, and (ii) no Default or Event of Default shall have occurred and be continuing, or would exist after giving effect to the Milestone Extension; and (m) Such other documents, and completion of such other matters, as Agent or Lenders may reasonably deem necessary or appropriate. For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment No. 2 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received reasonably detailed financial projections notice from such Lender prior to the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;proposed Second Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied precedent to the effectiveness of this Second Amendment (the "date of such effectiveness being herein called the “Second Amendment Closing Effective Date"), in ”) and each case to the satisfaction of the Lender in its sole discretionand every provision hereof: (a) all conditions precedent set out in section 8.02 Agent shall have been satisfied;received this Second Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) the Lender Agent shall have completed received a reaffirmation and shall be satisfied with its due diligence consent substantially in respect of the Facility B Borrowers form attached hereto as Exhibit A, duly executed and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated delivered by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired;Guarantor. (c) Borrowers shall have paid to Agent, for WFF’s sole and separate account, an amendment fee of $75,000 (the Lender “Second Amendment Fee”), which Second Amendment Fee shall be fully earned (and non-refundable) and paid in full by charging such fee to Borrowers’ Loan Account on the Second Amendment Effective Date (or, to the extent the cash proceeds of the Permitted CRIC Sale and Leaseback are received by Agent on the Second Amendment Effective Date, at the option of Agent, such fee may be paid from such cash proceeds). (d) On the Second Amendment Effective Date, Borrowers shall have consummated the Permitted CRIC Sale and Leaseback and Agent, for the benefit of the Term Loan B Lenders, shall have received reasonably detailed financial projections proceeds in an amount sufficient to prepay the Term Loan B in full pursuant to Section 2.4 of the Credit Agreement as amended hereby (together with accrued and unpaid interest thereon and the Applicable Mandatory Prepayment Premium required pursuant to the Fee Letter and Section 2(b) hereof), it being understood that in the event that such proceeds are not received in an amount sufficient to prepay the Term Loan B in full, the consent of the Agent and each Lender to the Permitted CRIC Sale and Leaseback set forth in Section 2 hereof shall be null and void. (e) The representations and warranties herein and in the Credit Agreement, as amended hereby, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (f) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect consummation of the RWB Properties transactions contemplated herein. (g) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and Facility B Borrowers’ anticipated repayment plan for such costs;remain in force as of the date hereof and the Second Amendment Effective Date by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender.

Conditions Precedent to Amendment. The amendments to effectiveness of this Amendment is conditioned upon receipt by the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all Administrative Agent of the following conditions have been satisfied (the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretionfollowing: (a) Counterparts of this Amendment executed by all conditions precedent set out in section 8.02 shall have been satisfiedparties hereto; (b) payment to the Lender shall have completed and shall be satisfied with its due diligence in respect Administrative Agent of a fee of 10 basis points times the amount of the Facility B Borrowers and Commitment for the RWB Properties; and without limiting account of those Lenders which have signed consents hereto on or prior to October 26, 2001 together with an arrangement fee for the generality sole account of the foregoing Administrative Agent in an amount set forth in a letter agreement with the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredAdministrative Agent; (c) Written consents of each of the Lender shall have received reasonably detailed financial projections from Sibling Guarantors to the Facility execution, delivery and performance hereof, substantially in the form of Exhibit B hereto; (d) Written consent of the Lenders as required under Section 14.2 of the Loan Agreement, substantially in the form of Exhibit C hereto; (e) Counterparts of the Omnibus Borrowers showing Joinder, substantially in the form of Exhibit D hereto, executed by all anticipated costs parties thereto; (f) Counterparts of the Omnibus Sibling Guarantor Joinder, substantially in the form of Exhibit E hereto, executed by all parties thereto; (g) Counterparts of the Amendment to Trademark Assignment Agreement, in the form of Exhibit F to this Amendment, duly executed by each of the parties thereto; (h) the certificates representing 100% of the issued and outstanding shares of Fiesta Station and Lake Xxxx Station (to be incurred held in pledge by Facility B Borrowers the Administrative Agent within the State of Nevada) together with corresponding stock powers duly executed in respect blank; (i) such deeds of trust, landlord consents, amendments to title policies and other documents as the Administrative Agent may require in connection with the encumbrance of the RWB Properties assets of Borrowers and Facility B Borrowers’ anticipated repayment plan Sibling Guarantors designated herein; (j) Evidence that Parent and the Borrowers have obtained all required approvals of the Gaming Board for the transactions described herein, including, without limitation, the pledge, by Parent, of its equity interest in Lake Xxxx Station and Fiesta Station; (k) legal opinions of Milbank, Tweed, Xxxxxx & XxXxxx, LLP and of Xxxxxxx Brigone Xxxxxxx, as to such costsmatters as the Administrative Agent may reasonably request; (l) with respect to each of Fiesta Station, Lake Xxxx Station, Station Holdings, Durango, Fiesta Holdings, Lake Xxxx Holdings, Red Rock Holdings, Palm Station and GV Ranch Station, an incumbency certificate together with certified copies of such authorizing resolutions, articles of incorporation, articles of organization, by laws, operating agreements, good standing certificates and representations and warranties, as the Lenders shall reasonably require; and (m) Such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Lenders reasonably may require.

Conditions Precedent to Amendment. The amendments satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until Amendment No. 8 (the date on which all of such conditions precedent are either satisfied or waived, being the following conditions have been satisfied (the "“Eighth Amendment Closing Effective Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all conditions precedent set out in section 8.02 The Agent and the Lenders shall have been satisfiedreceived the following documents, each in form and substance satisfactory to the Lenders: i. this Amendment No. 8, duly executed by the parties hereto; ii. a duly executed Notice of Borrowing in the form attached as Exhibit B hereto, submitted by 3:00 pm New York time at least two (2) Business Days prior to the Eighth Amendment Funding Date specifying: (a) the principal amount of the proposed 2024-1 Term Loan, which shall be in an amount equal to $25,000,000 and (b) the use of the proceeds of such proposed 2024-1 Term Loan, which shall be used solely in accordance with the Approved Forecast for (i) general corporate purposes and (ii) Lender Expenses, in all cases, subject to the terms of the Loan Agreement and in accordance with the Funds Flow Memorandum; iii. an amendment or consent with respect to the Intermediation Agreement to lower the Minimum Liquidity Requirement (as defined therein) to $12,000,000 on terms (including with respect to time period) no less restrictive than those provided in Section 3; iv. customary legal opinions of (x) Bxxxxxxxx LLP, in its capacity as special counsel to the Loan Parties and (y) local counsel to the Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Lenders, in each case, dated as of the Eighth Amendment Effective Date and addressed to the Agent and the Lenders; v. a duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), certifying no change thereto as of the Eighth Amendment Effective Date, (ii) resolutions authorizing this Amendment No. 8 and specifically affirming that (a) prior to executing this Amendment No. 8 and the other Loan Documents, Bxxxxxxx has had the opportunity to review, evaluate, and negotiate this Amendment No. 8, the other Amendment Documents, the other Loan Documents, the Prepayment Premium and Applicable Exit Fees and the calculations thereof, as applicable, with its advisors, (b) the Prepayment Premium and Applicable Exit Fees, are each a good-faith, reasonable approximation of the Lenders’ liquidated damages upon the applicable triggering events, taking into account all of the circumstances, including the cost of funds, the opportunity costs of capital, the relative risk of the investment, and the operational benefits for the Loan Parties from continued use of funds as a result of the Lenders’ agreement to accept the Prepayment Premium and Applicable Exit Fees, as applicable, in lieu of additional up-front fees and (c) the Prepayment Premium and Applicable Exit Fees are each not intended to be nor viewed by the parties as the economic equivalent of unmatured interest, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Eighth Amendment Effective Date; vi. all necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of this Amendment No. 8 and the Loan Documents by the Loan Parties; and vii. a duly executed Amendment Number Eight Fee Letter, dated as of the Eighth Amendment Effective Date. (b) the Lender shall have completed and shall be satisfied with its due diligence in respect Delivery of the Facility B Borrowers an Closing Certificate reflecting confirmation that after giving effect to this Amendment No. 8 and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: consents contained herein (i) the Facility B Borrowers’ proposed financialrepresentations and warranties contained in Article 5 of the Loan Agreement, operating other than Section 5.10 thereof, and quality management systemsin Section 6 hereof shall be true and correct on and as of the Eighth Amendment Effective Date (except for such representations and warranties made as of a specific date, including evidence that in which case such systems will satisfy representations and warranties shall be true and correct as of such specific date), after giving effect in all applicable requirements cases to any standard(s) of Governmental Authorities; materiality contained in Article 5 of the Loan Agreement and Section 6 hereof as to such representations and warranties, (ii) the terms no Default or Event of Default shall have exist and conditions of all Material Agreements of the Facility B Borrowers; be continuing or would exist immediately after giving effect to this Amendment No. 8 and (iii) attaching the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of Approved Forecast required under clause (Ad) cultivationbelow; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired;and (c) the Lender The Agent shall have received reasonably detailed financial projections from an Approved Forecast, in form and substance satisfactory to the Facility B Borrowers showing all anticipated costs Required Lenders in their sole discretion, delivered in accordance with Section 6.23 of the Loan Agreement attached to the officer’s certificate delivered under clause (a)(v) of this Section 4. For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment No. 8 shall be deemed to have consented to, approved or accepted or to be incurred satisfied with, each document or other matter required hereunder to be consented to or approved by Facility B Borrowers in respect of or acceptable or satisfactory to a Lender unless the RWB Properties and Facility B Borrowers’ anticipated repayment plan for Agent shall have received notice from such costs;Lender prior to the proposed Eighth Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction or waiver of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionAmendment: (a) all conditions precedent set out in section 8.02 Agent shall have been satisfied;received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) the Lender Agent shall have completed received that certain fee letter, dated as of the date hereof (the “Amendment Fee Letter”), duly executed and delivered by the parties thereto, and the same shall be satisfied in full force and effect. (c) Agent shall have received a Mortgage with its due diligence respect to the Real Property Collateral at 0000 Xxxxxx Xxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000 and 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000, duly executed and delivered by EAC, and the same shall be in respect full force and effect. (d) Agent shall have received a mortgagee title insurance policy (or a marked commitment to issue the same) for the Real Property Collateral at 0000 Xxxxxx Xxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000 and 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000, issued by Chicago Title Insurance Company or such other a title insurance company satisfactory to Agent (the “Mortgage Policy”) in amounts satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens (as defined in the Mortgage), and the Mortgage Policy otherwise shall be in form and substance reasonably satisfactory to Agent (e) Agent shall have received a joinder to the Guaranty and Security Agreement executed and delivered by Evergreen Unmanned Systems, Inc., as well as appropriate financing statements, together with such other security agreements as are requested by Agent to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such Person, in each case, duly executed and delivered by the parties thereto, and the same shall be in full force and effect. (f) Borrowers shall have paid to Agent all fees required to paid pursuant to the Amendment Fee Letter on the date hereof. (g) The representations and warranties herein and in the Credit Agreement and the other Loan Documents as amended hereby shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Facility B Borrowers date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (h) No Default or Event of Default shall have occurred and be continuing or shall result from the RWB Properties; and without limiting the generality consummation of the foregoing the Lender shall be satisfied with:transactions contemplated herein. (i) Borrowers shall have paid all fees, costs, expenses and taxes then payable pursuant to the Facility B Borrowers’ proposed financialCredit Agreement as therein provided. (j) No injunction, operating writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and quality management systemsremain in force by any Governmental Authority against any Loan Party, including evidence that Agent, or any Lender. (k) Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such systems will satisfy all applicable requirements Loan Party’s board of Governmental Authorities; directors authorizing its execution, delivery, and performance of this Amendment and the Amendment Fee Letter (to the extent it is a party), (ii) authorizing specific officers of such Loan Party to execute the terms same, and conditions of all Material Agreements of the Facility B Borrowers; (iii) attesting to the terms incumbency and conditions signatures of all Material Permits in respect such specific officers of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ;such Loan Party. (ivl) Agent shall have received a copy certificate of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax status or equivalent documentation with respect to each Loan Party, dated within 20 days of the date hereof, any Owned Propertiessuch certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, including the RWB Property;which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (viiim) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender Agent shall have received reasonably detailed financial projections an opinion from DLA Piper (in New York, Delaware, and Texas) and the Facility B Borrowers showing all anticipated costs Loan Parties’ local Oregon counsel, in form and substance satisfactory to Agent. (n) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be incurred by Facility B Borrowers in respect of the RWB Properties form and Facility B Borrowers’ anticipated repayment plan for such costs;substance satisfactory to Agent.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement This Amendment shall not become effective until upon receipt by the date on which all Administrative Agent of the following conditions have been satisfied (the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretionfollowing: (a) a fully-executed and delivered copy of this Amendment by Borrowers, Administrative Agent and all conditions precedent set out in section 8.02 shall have been satisfiedLenders; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect a certificate dated as of the Facility B Borrowers Third Amendment Effective Date and signed by the RWB Properties; and without limiting the generality Secretary or an Assistant Secretary of each of the foregoing the Lender shall be satisfied with: Borrowers, certifying as to: (i) all action taken by each Borrower in connection with this Amendment and the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; other Loan Documents; (ii) the terms and conditions of all Material Agreements names of the Facility B Borrowers; Authorized Officers authorized to sign the Loan Documents and their true signatures; and (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is its organizational documents as in place in respect of effect on the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated Third Amendment Effective Date certified by the RWB Properties; (vii) reasonably satisfactory evidence that there appropriate state official where such documents are no arrears of property tax filed in a state office together 731074755 12403011 with respect certificates from the appropriate state officials as to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase continued existence and sale good standing of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredBorrower in each state where organized or qualified to do business; (c) a written opinion of counsel for the Lender Borrowers, dated the Third Amendment Effective Date and in form and substance satisfactory to the Administrative Agent; (d) copies of Uniform Commercial Code and federal tax lien search reports listing all effective financing statements and other search results run against each Borrower, with copies of such financing statements and other search results; (e) a certificate of each of the Borrowers signed by an Authorized Officer, dated the Third Amendment Effective Date (1) stating that (w) all representations and warranties of the Borrowers set forth in the Credit Agreement are true and correct in all material respects, (x) the Borrowers are in compliance with each of the covenants and conditions under the Credit Agreement, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since the date of the last audited financial statements of the Company delivered to the Administrative Agent; and (2) attaching a certified copy of all material consents and approvals required to effectuate this Amendment, or certifying that there are none; (f) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company most recently ended prior to the Third Amendment Effective Date, signed by an Authorized Officer of the Company; (g) payment by the Borrowers to the Administrative Agent of all fees and expenses payable on or before the Third Amendment Effective Date as required by the Credit Agreement or any other Loan Document; and (h) The Administrative Agent shall have received such other documents and taken such other actions as the Administrative Agent or its counsel may have reasonably detailed financial projections from requested (including, without limitation, any such documents, instruments and items set forth on that closing checklist last delivered to the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;Administrative Agent).

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement This Amendment shall not become effective until the date on which all if any of the following conditions have been is not satisfied (within the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretion: (a) all conditions precedent set out in section 8.02 shall have been satisfied; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied withtime specified therefore: (i) By September 30, 1999, each Borrower shall have executed and delivered to Lender an original of this Amendment and Borrowers shall have delivered the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental AuthoritiesAmendment Fee (as hereafter defined) to Lender in good funds; (ii) By September 30, 1999, Paragon Corporate Holdings Inc. (the terms "Subordinated Creditor") shall have entered into a binding agreement, in form and conditions substance satisfactory to Lender, to loan Borrowers not less than $2,000,000 of all Material Agreements of the Facility B Borrowers;Subordinated Indebtedness and shall have entered into a Subordination Agreement with Lender in form and substance satisfactory to Lender; and (iii) By September 30, 1999, Borrowers, Subordinated Creditor and Multi Acquisition Corp., a Delaware corporation, shall have entered into a definitive written agreement for the terms recapitalization and conditions merger of all Material Permits Borrowers in respect of the Facility B Borrowers form and the RWB Propertiessubstance satisfactory to Lender; provided, specifically including Material Permits however, that nothing in respect of this Amendment shall constitute (A) cultivation; Lender's consent to the consummation of any such recapitalization or merger, (B) manufacturing; and a waiver of any Event of Default hereafter occurring as a result of the consummation of any such recapitalization or merger, (C) the operation a commitment by Lender to finance such merger or to provide financing to Borrowers subsequent to such merger, or (D) Lender's consent to Borrowers payment of, or Lender's agreement to pay, any fees, expenses or other amounts to Subordinated Creditor coming due upon any termination of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax any agreement with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;merger or recapitalization.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionAmendment: (a) all conditions precedent set out in section 8.02 Lender shall have been satisfied;received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) the Lender shall have completed received (i) the Second Amended and Restated Security Agreement, dated as of the date hereof, duly executed and delivered by Borrower in favor of Lender, and (ii) the Second Amended and Restated Third Party Security Agreement, dated as of the date hereof, duly executed and delivered by each Subsidiary Guarantor in favor of Lender, and the same shall be satisfied with its due diligence in respect form and substance reasonably satisfactory to Lender and in full force and effect. (c) Lender shall have received (i) the Patent Security Agreement, dated as of the Facility B Borrowers date hereof, duly executed and delivered by each Loan Party in favor of Lender, and (ii) the Trademark Security Agreement, dated as of the date hereof, duly executed and delivered by each Loan Party in favor of Lender, and the RWB Properties; same shall be in form and without limiting substance reasonably satisfactory to Lender and in full force and effect. (d) Lender shall have received the generality Intercreditor Agreement, duly executed and delivered by the parties thereto, and the same shall be in form and substance reasonably satisfactory to Lender and in full force and effect. (e) Lender shall have received evidence in form satisfactory to it that the Second Lien Term Loan has been made to Borrower by Second Lien Lender in accordance with the Second Lien Loan Documents. (f) Lender shall have received fully executed copies of the foregoing Second Lien Loan Documents and the Lender same shall be satisfied with:(i) certified by a Secretary or Assistant Secretary of Borrower as being true, correct, and complete copies thereof, and (ii) in full force and effect. (g) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (h) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Subsidiary Guarantor, or Lender. (i) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements consummation of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;transactions contemplated herein.

Conditions Precedent to Amendment. The amendments satisfaction (or waiver in writing by Agent (at the direction of the Required Lenders) or the Required Lenders) of each of the following shall constitute conditions precedent to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until Amendment No. 3 (the date on which all of such conditions precedent are either satisfied or waived, being the following conditions have been satisfied (the "“Third Amendment Closing Effective Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all conditions precedent set out in section 8.02 The Agent and the Lenders shall have been satisfiedreceived this Amendment No. 3, duly executed by the parties hereto; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired[Reserved]; (c) A duly executed officer’s certificate of each New Subsidiary Guarantor containing the following documents: (i) the Organization Documents of each New Subsidiary Guarantor (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority) or to the extent applicable, certifying no change thereto as of the Third Amendment Effective Date, (ii) resolutions authorizing the Loan Documents, (iii) a good standing certificate from (A) each New Subsidiary Guarantor’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Third Amendment Effective Date; (d) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents by the New Subsidiary Guarantors; (e) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Loan Agreement; (f) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercreditor Agreement; (g) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercompany Subordination Agreement; (h) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Collateral Pledge Agreement (collectively the documents in clauses (e) through (h) referred to herein as the “Joinder Documents”); (i) [Reserved]; (j) Customary legal opinion of Sxxxxxx & Sxxxxxx & Lxxxx LLP, in its capacity as special counsel to the New Subsidiary Guarantors, dated as of the Third Amendment Effective Date and addressed to the Agent and the Lenders; (k) Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to Uniform Commercial Code financing statements, as the Lenders shall reasonably request to evidence the perfection and priority of the security interests granted to Agent pursuant to Article 4 of the Loan Agreement; (l) Subject to Section 6.12 of the Loan Agreement, the Agent shall have received, all documents, agreements and instruments required to create and perfect the Agent’s security interest in the Collateral. The New Subsidiary Guarantors shall have filed or shall have provided all UCC-1 financing statements in form for filing by the Required Lenders or their counsel and shall have delivered all certificated pledged equity and documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Third Amendment Effective Date; (m) The New Subsidiary Guarantors shall have provided no less than three (3) Business Days prior to the Third Amendment Effective Date the documentation and other information to the Lenders that are reasonably requested by the Lenders no later than 10 days prior to the Third Amendment Effective Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms; (n) Confirmation that (i) the representations and warranties contained in Section 5 of the Loan Agreement and in Section 5 hereof shall be true and correct on and as of the Third Amendment Effective Date (except for such representations and warranties made as of a specific date, in which case such representations and warranties shall be true and correct as of such specific date), after giving effect in all cases to any standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 5 hereof as to such representations and warranties, and (ii) after giving effect to the waiver in Section 2 hereof, no Default or Event of Default shall have occurred and be continuing; and (o) Such other documents, and completion of such other matters, as Agent or Lenders may reasonably deem necessary or appropriate. For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment No. 3 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received reasonably detailed financial projections notice from such Lender prior to the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;proposed Third Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionthis Amendment and each and every provision hereof: (a) all conditions precedent set out in section 8.02 Collateral Agent shall have been satisfied;received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) the Lender Administrative Agent shall have completed and shall be satisfied with its due diligence in respect received the fully executed payoff letter, dated as of the Facility B date hereof, by and among the Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financialSubco, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy repayment of the agreement of purchase and sale of each RWB Property; (ix) Subordinated Note, which shall include, among other things, an authorization for the Lender shall have conducted and be satisfied with a site visit Borrowers to file termination statements for all financing statements filed by any holder of the Owned Properties, including the RWB Properties if desired;Sealy Subordinated Debt. (c) the Lender Administrative Agent shall have received reasonably detailed financial projections the fully executed payoff letter, dated as of the date hereof, by and between Subco and Ableco, with respect to the repayment of the indebtedness under the Subco Financing Agreement. (d) Administrative Agent shall have received the fully executed flow of funds agreement dated as of the date hereof by and among the Borrowers, Subco, the Agents, the Lenders, and the lenders and agents under the Subco Financing Agreement. (e) Administrative Agent shall have received a copy of the unanimous written consent of the board of directors or board of managers (as applicable) of each Loan Party, certified as of the Fourth Amendment Effective Date by an Authorized Officer thereof, (A) authorizing the borrowings hereunder and the transactions contemplated by this Amendment and (B) authorizing the execution, delivery and performance by such Loan Party of this Amendment and the execution and delivery of the other documents to be delivered by such Loan Party in connection herewith. (f) Administrative Agent shall have received payment from the Facility B Borrowers showing of all anticipated unreimbursed costs to be incurred by Facility B Borrowers in respect and expenses that are payable under Section 12.04 of the RWB Properties Financing Agreement, including without limitation the outstanding fees and Facility B Borrowers’ anticipated repayment plan for such costs;expenses of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP incurred through the Fourth Amendment Effective Date. (g) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, either Agent, or any Lender.

Conditions Precedent to Amendment. The amendments to effectiveness of this Amendment is conditioned on the Original Credit Agreement reflected satisfaction in this Agreement shall not become effective until the date on which all full, or waiver, of each of the following conditions have been satisfied (the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretionprecedent: (a) all conditions precedent set out in section 8.02 the Administrative Agent shall have been satisfiedreceived executed counterparts of this Amendment, duly executed by the appropriate Obligor on the Second Amendment Effective Date, and delivered by each applicable Obligor in such number as reasonably requested by the Administrative Agent (which may be delivered by electronic means for the purposes of satisfying this clause (a) on the Second Amendment Effective Date); (b) the Lender Administrative Agent shall have completed and shall be satisfied with its due diligence in respect received a certificate, dated as of the Facility B Borrowers Second Amendment Effective Date, duly executed and the RWB Properties; and without limiting the generality delivered by a Responsible Officer of the foregoing the Lender shall be satisfied with: each Obligor (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of attaching (A) cultivation; resolutions of each Obligor’s Board then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby (including, in the case of the Borrower, the borrowing of the Tranche B Loans), (B) manufacturing; each Organic Document of such Obligor (or a certification that there have been no modifications thereof since the delivery thereof to Administrative Agent on the Closing Date), and certifying as to the full force and validity thereof, (C) the operation incumbency and signatures of provisioning centres, ; Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Obligor (ivor a certification that there have been no changes thereto since the delivery to Administrative Agent of the incumbency on the Closing Date) and (D) a copy of MAG’s licence under applicable Cannabis Regulationsa good standing certificate, together with copies dated a date reasonably close to the Second Amendment Effective Date, for each such Obligor and (ii) certifying as to clauses (c) and (d) of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredthis Section 3; (c) each of the representations and warranties contained in Section 4 of this Amendment shall be true and correct as of the date hereof; (d) both before and after giving effect to this Amendment, no event shall have occurred and be continuing that would constitute a Default or Event of Default; and (e) each of the Administrative Agent and each Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing for its own account all anticipated fees, costs and expenses due and payable to be incurred by Facility B Borrowers in respect it pursuant to Section 14.03 of the RWB Properties Credit Agreement, including all reasonable closing costs and Facility B Borrowers’ anticipated repayment plan for such costs;fees and all unpaid reasonable and documented expenses of the Administrative Agent incurred in connection with this Amendment (including the Administrative Agent’s reasonable and documented legal fees and expenses), plus fees and expenses of any local counsel, plus all collateral filing fees and security fees, in each case, to the extent invoiced (or as to which a good faith estimate has been provided to the Borrower) at least two (2) Business Days prior to the Second Amendment Effective Date.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied precedent to the effectiveness of this Fifth Amendment (the "date of such effectiveness being herein called the “Fifth Amendment Closing Effective Date"), in ”) and each case to the satisfaction of the Lender in its sole discretionand every provision hereof: (a) all conditions precedent set out in section 8.02 Agent shall have been satisfied;received this Fifth Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) the Lender Agent shall have completed and shall be satisfied with its due diligence in respect received that certain fee letter, dated as of the Facility B even date herewith, between Borrowers and the RWB Properties; Agent, in form and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) substance reasonably satisfactory evidence that all required zoning is in place in respect of to Agent (which fee letter amends, restates and replaces the RWB Properties to permit “Fee Letter” under the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired;Credit Agreement). (c) the Lender Borrowers shall have received reasonably detailed financial projections paid to Agent, for WFF’s sole and separate account, an amendment fee of $100,000 (the “Fifth Amendment Fee”), which Fifth Amendment Fee shall be fully earned (and non-refundable) and paid in full by charging such fee to Borrowers’ Loan Account on the Fifth Amendment Effective Date. (d) The representations and warranties herein and in the Credit Agreement, as amended hereby, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). For purposes of determining satisfaction of this condition, no representations or warranties shall be deemed to have been made under the Loan Documents regarding the Pre-Restatement Financial Statements. (e) No Default or Event of Default (other than the Existing Events of Default) shall have occurred and be continuing on the date hereof, nor shall result from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect consummation of the RWB Properties transactions contemplated herein. (f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and Facility B Borrowers’ anticipated repayment plan for such costs;remain in force as of the date hereof and the Fifth Amendment Effective Date by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected satisfaction (or waiver in this Agreement shall not become effective until the date on which all writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such conditions being the “Third Amendment Conditions Precedent” and such date being the “Third Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Agent shall have received the Pottery SPA, duly executed by the parties thereto. (c) Agent shall have received the most current drafts of the Standard Industrial/Commercial Single-Tenant Lease – Net, and Guaranty of Lease as of the Third Amendment Effective Date. (d) Agent shall have received the Purchase and Sale Agreement and Joint Escrow Instructions between TLMD Real Estate Holdings, LLC, [******], and [******], duly executed by the parties thereto. (e) Agent shall have received the Redemption of Membership Interests Agreement between Borrower and HLD, duly executed by the parties thereto. (f) Agent shall have received the termination of the cannabis cultivation agreement between Blue Palm Consulting Inc. and The Pottery. (g) The payment of all fees and expenses required to be paid by Bxxxxxxx on or about the Third Amendment Effective Date under the Loan Documents and all expenses to be paid or reimbursed to the Agent that have been satisfied invoiced prior to the Third Amendment Effective Date shall have been paid. (h) After giving effect to this Amendment, the "Amendment Closing Date")representations and warranties contained herein, in the Credit Agreement, and in the other Loan Documents, in each case shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the satisfaction extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). Notwithstanding anything herein to the contrary, none of the Lender in its sole discretion: (a) all conditions precedent set out in section 8.02 shall have been satisfied; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect Element Entities are making any of the Facility B Borrowers and the RWB Properties; and without limiting the generality representations in Section 4.5, 4.7, 4.15 or 4.26 of the foregoing Credit Agreement on the Lender shall be satisfied with:Third Amendment Effective Date. (i) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the Facility B Borrowers’ proposed financialconsummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, operating and quality management systemsany Guarantor, including evidence that such systems will satisfy all applicable requirements Agent, any other member of Governmental Authorities;the Lender Group. (iij) the terms No Default or Event of Default shall have occurred and conditions of all Material Agreements be continuing as of the Facility B Borrowers; (iii) Third Amendment Effective Date, nor shall either result from the terms and conditions of all Material Permits in respect consummation of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;transactions contemplated herein.

Conditions Precedent to Amendment. The amendments satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until Amendment No. 5 (the date on which all of such conditions precedent are either satisfied or waived, being the following conditions have been satisfied (the "“Fifth Amendment Closing Effective Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all conditions precedent set out in section 8.02 The Agent and the Lenders shall have been satisfiedreceived the following documents, each in form and substance satisfactory to the Lenders: i. this Amendment No. 5, duly executed by the parties hereto; ii. a duly executed amendment to that certain Mortgage, Assignment of Leases And Rents, Security Agreement And Fixture Filing, dated as of April 1, 2022, by Bxxxxxxx, as mortgagor, to Agent, as mortgage (the “Mortgage Amendment”); iii. customary legal opinions of (x) Bxxxxxxxx LLP, in its capacity as special counsel to the Loan Parties and (y) local counsel to the Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Lenders, in each case, dated as of the Fifth Amendment Effective Date and addressed to the Agent and the Lenders; iv. a duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), certifying no change thereto as of the Fifth Amendment Effective Date, (ii) resolutions authorizing this Amendment and, in the case of Parent, the 2023 Warrant Agreement, the 2023 Warrants and the 2023 Registration Rights Agreement and amendments to the Warrant Agreement, the Warrants, the Additional Warrant Agreement and the Additional Warrants, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Fifth Amendment Effective Date; v. all necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of this Amendment No. 5 and the Loan Documents by the Loan Parties; vi. a Solvency Certificate duly executed by the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Amendment No. 5) certifying that the Loan Parties, individually and collectively, are not Insolvent; and vii. a duly executed Disclosure Letter, dated as of the Amendment No. 5 Effective Date. (b) the Lender The Lenders shall have completed received the following documents each in form and shall be satisfied with its due diligence in respect substance satisfactory to the Lenders: i. the Warrant Agreement Amendment, duly executed by the parties thereto; ii. the Additional Warrant Agreement Amendment, duly executed by the parties thereto; iii. the 2023 Warrant Agreement, duly executed by the Parent; and iv. the 2023 Registration Rights Agreement, duly executed by the Parent. (c) The issuance by Parent of the Facility B Borrowers 2023 Warrants to the 2023 Term Loan Lenders or their Affiliates or Approved Funds. (d) Borrower shall have paid all Lender Expenses and all fees due pursuant to Section 7 hereof. (e) Delivery of an Officer’s Certificate reflecting confirmation that after giving effect to this Amendment No. 5 and the RWB Properties; waivers and without limiting the generality of the foregoing the Lender shall be satisfied with: consents contained herein (i) the Facility B Borrowers’ proposed financialrepresentations and warranties contained in Article 5 of the Loan Agreement and in Section 4 hereof shall be true and correct on and as of the Fifth Amendment Effective Date (except for such representations and warranties made as of a specific date, operating in which case such representations and quality management systemswarranties shall be true and correct as of such specific date), including evidence that after giving effect in all cases to any standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 4 hereof as to such systems will satisfy all applicable requirements of Governmental Authorities; representations and warranties, and (ii) the terms and conditions no Default or Event of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender Default shall have conducted exist and be continuing or would exist immediately after giving effect to this Amendment No. 5. For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment No. 5 shall be deemed to have consented to, approved or accepted or to be satisfied with with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a site visit of Lender unless the Owned Properties, including the RWB Properties if desired; (c) the Lender Agent shall have received reasonably detailed financial projections notice from such Lender prior to the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;proposed Fifth Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Amendment. This Amendment shall become effective as of the date first above written if, and only if on such date: (a) The amendments Administrative Agent has received duly executed copies of this Amendment from the Borrowers, the Required Lenders, BNP Paribas and the Administrative Agent. (b) The Administrative Agent has received duly executed copies of the Consent and Reaffirmation attached hereto from each Subsidiary Guarantor. (c) The Administrative Agent shall have received favorable written opinions (addressed to the Original Credit Agreement reflected in this Agreement shall not become Administrative Agent and the Lenders and dated the effective until date hereof) of (i) the date on which all U.S. counsels to the Company and the Subsidiary Guarantors, (ii) the Irish counsel to the Subsidiary Borrower and (iii) the foreign local counsel of the following conditions have been satisfied (the "Amendment Closing Date")each Foreign Subsidiary Guarantor, in each case in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, the Loan Documents, this Agreement and the transactions contemplated hereby as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request, including without limitation documents and certificates relating to the organization, existence and good standing of the Loan Parties and the authorization of this Agreement and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or this Agreement and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, no Unmatured Default or Default shall have occurred and be continuing as of the date hereof, and the Administrative Agent shall have received a certificate, dated as of the date hereof and signed by the president, a vice president or a financial officer of the Company, confirming the foregoing. (f) The Administrative Agent shall have received a certificate, dated as of the date hereof, of a Designated Financial Officer of the Company demonstrating to the satisfaction of the Lender in its sole discretion: (a) all conditions precedent set out in section 8.02 shall have been satisfied; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: Administrative Agent (i) a computation of Collateral Value Amount as of the Facility B Borrowers’ proposed financial, operating most recently completed fiscal quarter for which financial statements are available and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) that the terms Collateral Value Amount as of such date shall be greater than the Facility Obligations Amount (after giving effect to the transactions contemplated hereby). (g) The Company shall have paid all fees and conditions expenses (including, to the extent invoiced, reimbursement of all Material Agreements fees and expenses of the Facility B Borrowers; (iiiAdministrative Agent’s counsels) the terms and conditions of all Material Permits in respect of the Facility B Borrowers connection with this Amendment and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;other Loan Documents.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all satisfaction of each of the following shall constitute conditions have been satisfied precedent to the effectiveness of this Amendment and each and every provision hereof (the "Amendment Closing date of such effectiveness being herein called the “Term Loan C Funding Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all conditions precedent set out in section 8.02 The Collateral Agent shall have been satisfied;received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) the Lender The Collateral Agent shall have completed received the following, each in form and shall be satisfied with its due diligence in respect substance satisfactory to the Collateral Agent and, unless indicated otherwise, dated as of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied withdate hereof: (i) the Facility B Borrowers’ proposed financialTerm Loan C Funds Flow Agreement, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements duly executed by each of Governmental Authoritiesthe parties thereto; (ii) the terms and conditions of all Material Agreements CatCon Subordination Agreement, duly executed by each of the Facility B Borrowersparties thereto; (iii) an amendment to the terms and conditions of all Material Permits in respect Intercreditor Agreement, duly executed by each of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, parties thereto; (iv) a copy termination and release agreements with respect to any liens on assets of MAGAmerican CatCon Holdings in favor of Xxxxxxx Xxxxx Business Financial Services, Inc. (“Xxxxxxx Xxxxx”), the obligations of American CatCon Holdings owing to Xxxxx X. Xxxxxxx, Xx. (“Xxxxxxx Senior”) and American Cat Con, LLC’s licence under applicable Cannabis Regulationsline of credit with Xxxxxxx Bank (together with Xxxxxxx Xxxxx and Xxxxxxx Senior, the “CatCon Existing Lenders”) and all related documents, duly executed by American CatCon Holdings and American Cat Con, LLC and the CatCon Existing Lenders, together with copies termination statements for all financing statements filed by the CatCon Existing Lenders and covering any portion of all material correspondence exchanged between MAG the assets of American CatCon Holdings and Governmental Authorities relating theretoAmerican Cat Con, LLC; (v) reasonably satisfactory evidence that all required zoning is in place in respect opinions of Xxxxxxxxxx Xxxxxxx PC and Xxxxx and Xxxxx LLP, counsel to certain of the RWB Properties Loan Parties, as to permit such matters as the operations of MAG, including without limitation, copies of all municipal and county approvalsCollateral Agent may reasonably request; (vi) written confirmation supported by reasonably satisfactory evidence detailed calculations, that (1) the operations conducted by American CatCon Holdings and American Cat Con, LLC, had positive Consolidated EBITDA for the most recently completed 12 month period for which financial statements are available, and (2) on a pro forma basis, created by adding the historical combined financial statements of the income generated Borrower to the historical consolidated financial statements of the operations conducted by American CatCon Holdings and American Cat Con, LLC, the RWB PropertiesBorrower would have been in compliance with the financial covenants in Section 7.03 for the 12 months ending as of the month ended immediately prior to the proposed date of consummation of the CatCon Acquisition for which there are available financial statements; (vii) (A) a quality of earnings report from a third party reasonably satisfactory evidence that there are no arrears acceptable to the Agents, and (B) legal diligence items (including copies of property material contracts, UCC, tax lien, litigation searches, and environmental diligence), in each case relative to the assets being acquired in connection with respect to any Owned Properties, including the RWB PropertyCatCon Acquisition; (viii) a fully-executed copy certificate from the chief financial officer of the agreement Borrower certifying that the sum of purchase Availability and sale of each RWB PropertyQualified Cash shall equal or exceed $5,000,000 immediately after giving effect to the CatCon Acquisition; (ix) copy of the Lender shall have conducted resolutions of each Loan Party certified as of a recent date by an Authorized Officer thereof, authorizing (A) the transactions contemplated by this Amendment and the other Loan Documents executed in connection herewith to which such Loan Party is or will be satisfied a party, and (B) the execution, delivery and performance by such Loan Party of this Amendment and the other Loan Documents executed in connection herewith to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith; (x) a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of the Borrower and Metalico CatCon certifying as to the subsistence in good standing of, and the payment of taxes by, Metalico CatCon in such states; (xi) a certificate of an Authorized Officer of each Loan Party, in form and substance satisfactory to the Collateral Agent and certifying that none of the governing documents of such Loan Party has been modified since the Effective Date; and (xii) copies of (A) the CatCon Acquisition Documents, and (B) any other Material Contracts (not previously delivered to the Agents) as in effect on the Term Loan C Funding Date, certified as true and correct copies thereof by an Authorized Officer of the Borrower, together with a site visit certificate of an Authorized Officer of the Owned Properties, including Borrower stating that such agreements remain in full force and effect and that none of the RWB Properties if desired;Loan Parties has breached or defaulted in any material respect with respect to any of its obligations under such agreements. (c) After giving effect to the Lender CatCon Acquisition, the representations and warranties herein and in the Financing Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the consummation of the CatCon Acquisition, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) No Default or Event of Default shall have occurred and be continuing on the Term Loan C Funding Date or shall result from the consummation of the CatCon Acquisition or the transactions contemplated herein. (e) The Agents shall have received reasonably detailed financial projections from evidence satisfactory to them (including a certificate of an Authorized Officer of Metalico CatCon) (i) that the Facility B Borrowers showing CatCon Acquisition and all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties terms and Facility B Borrowers’ anticipated repayment plan for such costs;conditions of the CatCon Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in any material respect except as has been previously disclosed to the Agents) have been duly authorized by the board of directors (or other managing body) and (if required by applicable law) the shareholders or members of the parties to the CatCon Acquisition Documents, (ii) that all of the conditions precedent to consummation of the CatCon Acquisition (other than payment of the Purchase Price) have been satisfied, (iii) that the proceeds of the Term Loan C will be used to pay the Purchase Price payable pursuant to the CatCon Acquisition Agreements, (iv) as to the amount of the Purchase Price payable in cash pursuant to the CatCon Acquisition Agreements, and (v) that all material consents, approvals, authorizations (including any required by HSR), licenses, permits, entitlements and accreditations required in connection with the CatCon Acquisition have been obtained. (f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the CatCon Acquisition or the other transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, any Agent, or any Lender.

Conditions Precedent to Amendment. The amendments effectiveness of this Amendment (the date upon which the following conditions are satisfied is referred to as the “Effective Date”) is subject to the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all prior satisfaction of each of the following conditions have been satisfied (the "Amendment Closing Date"), in each case to the satisfaction of the Lender in its sole discretionconditions: (a) all conditions precedent set out in section 8.02 The Administrative Agent shall have been satisfiedreceived this Amendment, duly executed by Borrower and the Tribe; (b) the Each Joining Lender and Increasing Lender shall have completed delivered an instrument of joinder acceptable to the Borrower, the Tribe and the Administrative Agent, pursuant to which it shall have assumed the Pro Rata Shares of the Commitments referred to therein and, giving effect thereto, the aggregate principal amount of the Revolving Commitment shall be satisfied with its due diligence in respect $400,000,000 and the aggregate principal amount of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender Term Commitment shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities$100,000,000; (iic) The Borrower shall have paid to each Joining Lender and each Increasing Lender a fee of 25 basis points times the terms and conditions of all Material Agreements amount of the Facility B BorrowersCommitments assumed by such Lenders (in excess of the Pro Rata Shares of the Commitments held by such Increasing Lenders and Joining Lenders prior to the Effective Date); (iiid) the terms The Borrower shall have delivered to each Increasing Lender and conditions of all Material Permits in respect each Joining Lender new Notes reflecting their respective Pro Rata Shares of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, Commitment; (ive) The Administrative Agent shall have received a copy written consent from the Requisite Lenders, substantially in the form of MAGExhibit A; (f) Borrower shall have paid to the Administrative Agent for the account of each Existing Lender which has executed such a written consent prior to the effectiveness of this Amendment an amendment fee equal to 5 basis points times the amount of each such Lender’s licence under applicable Cannabis RegulationsCommitments (as in effect immediately prior to the Effective Date); (g) The Administrative Agent shall have received a Certificate of a Senior Officer of the Tribe and the Borrower attaching authorizing resolutions relating to the execution, delivery and performance by the Tribe and the Borrower of this Amendment which are reasonably acceptable to the Administrative Agent; (h) The Administrative Agent shall have received written legal opinions of Xxxxx & Xxxxxxx L.L.P., special counsel to Borrower, and Rome XxXxxxxx, P.C., special Connecticut counsel to Borrower, together with copies of all material correspondence exchanged between MAG factual certificates and Governmental Authorities relating theretolegal opinions upon which such counsel have relied, in each case in form and substance acceptable to the Administrative Agent; (vi) reasonably satisfactory evidence that all required zoning is Borrower shall have paid to Banc of America Securities LLC (“BAS”) an arrangement fee in place in respect accordance with the terms of the RWB Properties to permit the operations of MAGa letter agreement among Borrower, including without limitation, copies of all municipal BAS and county approvalsAdministrative Agent; (vij) reasonably satisfactory evidence of Borrower shall have paid all unpaid legal fees and expenses incurred by Administrative Agent in connection with the income generated by the RWB Properties;Loan Agreement and this Amendment; and (viik) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender The Administrative Agent shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect a written consent of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;Mohegan Basketball Club LLC as guarantor, substantially in the form of Exhibit B.

Conditions Precedent to Amendment. The amendments satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until Amendment No. 6 (the date on which all of such conditions precedent are either satisfied or waived, being the following conditions have been satisfied (the "“Sixth Amendment Closing Effective Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all The Agent and the Lenders shall have received the following documents, each in form and substance satisfactory to the Lenders: i. this Amendment No. 6, duly executed by the parties hereto; ii. a duly executed Notice of Borrowing at least two (2) Business Days prior to the proposed 2024 Borrowing Date (as defined below) (which for the avoidance of doubt, shall not occur until the conditions precedent set out forth in section 8.02 shall Section 5 have been satisfied) specifying: (a) the principal amount of the proposed 2024 Term Loan, which shall be in an amount equal to $15,000,000 and (b) the use of the proceeds of such proposed 2024 Term Loan, which shall be used solely for (i) general corporate purposes, (ii) Lender Expenses and (iii) for the interest and principal payments with respect to the Term Loans which prior to the Sixth Amendment Effective Date would have been due on June 28, 2024 (the “June 2024 Interest Payment” and the “June 2024 Principal Payment”, individually or collectively, as the context may require, the “June 28 Payment”), in all cases, subject to the terms of the Loan Agreement; provided that no Prepayment Fee or Exit Fee shall apply to the June 28 Payment; iii. [reserved]; iv. an amendment or consent with respect to the Intermediation Agreement to lower the Minimum Liquidity Requirement (as defined therein) to $15,000,000 on terms (including with respect to time period) no less restrictive than those provided in Section 3; v. customary legal opinions of (x) Bxxxxxxxx LLP, in its capacity as special counsel to the Loan Parties and (y) local counsel to the Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Lenders, in each case, dated as of the Sixth Amendment Effective Date and addressed to the Agent and the Lenders; vi. a duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), certifying no change thereto as of the Sixth Amendment Effective Date, (ii) resolutions authorizing this Amendment No. 6 and, in the case of Parent, the 2024 Warrant Agreement, the 2024 Warrants and the 2024 Registration Rights Agreement, and specifically affirming that (a) prior to executing this Amendment No. 6 and the other Loan Documents, Bxxxxxxx has had the opportunity to review, evaluate, and negotiate this Amendment No. 6, the other Amendment Documents, the other Loan Documents, the Exit Fee, the Exit Fee 2024 and the calculations thereof, as applicable, with its advisors, (b) the Exit Fee and the Exit Fee 2024 are each a good-faith, reasonable approximation of the Lenders’ liquidated damages upon the applicable triggering events, taking into account all of the circumstances, including the cost of funds, the opportunity costs of capital, the relative risk of the investment, and the operational benefits for the Loan Parties from continued use of funds as a result of the Lenders’ agreement to accept the Exit Fee and the Exit Fee 2024, as applicable, in lieu of additional up-front fees and (c) the Exit Fee and the Exit Fee 2024 are each not intended to be nor viewed by the parties as the economic equivalent of unmatured interest, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Sixth Amendment Effective Date; vii. all necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of this Amendment No. 6 and the Loan Documents by the Loan Parties; viii. a Solvency Certificate duly executed by the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Amendment No. 6) certifying that the Loan Parties, individually and collectively, are not Insolvent; and ix. a duly executed Amendment Number Six Fee Letter, dated as of the Sixth Amendment Effective Date. (b) the Lender The Lenders shall have completed received the following documents each in form and shall be satisfied with its due diligence in respect substance satisfactory to the Lenders: i. the 2024 Warrant Agreement, duly executed by the parties thereto; and ii. the 2024 Registration Rights Agreement, duly executed by the Parent. (c) [Reserved]. (d) Delivery of the Facility B Borrowers an Closing Certificate reflecting confirmation that after giving effect to this Amendment No. 6 and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: consents contained herein (i) the Facility B Borrowers’ proposed financialrepresentations and warranties contained in Article 5 of the Loan Agreement and in Section 6 hereof shall be true and correct on and as of the Sixth Amendment Effective Date (except for such representations and warranties made as of a specific date, operating in which case such representations and quality management systemswarranties shall be true and correct as of such specific date), including evidence that after giving effect in all cases to any standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 6 hereof as to such systems will satisfy all applicable requirements of Governmental Authorities; representations and warranties, and (ii) the terms and conditions no Default or Event of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender Default shall have conducted exist and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs continuing or would exist immediately after giving effect to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;this Amendment No.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in parties hereto agree that this Agreement Amendment shall not become effective until on the date on which all of when the following conditions shall have been satisfied (such date, the "“Amendment Closing No. 2 Effective Date"), in each case to the satisfaction of the Lender in its sole discretion:”): (a) all conditions precedent set out in section 8.02 shall have been satisfied; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect Administrative Agent’s receipt of the Facility B Borrowers following, each properly executed by a Responsible Officer of each signing Borrower and each in form and substance reasonably satisfactory to the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied withAdministrative Agent: (i) this Amendment, duly executed by each of the Facility B Borrowers’ proposed financial, operating the Administrative Agent, the Required Lenders and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authoritieseach Incremental Lender; (ii) the terms and conditions (A) such certificates of all Material Agreements resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Facility B Borrowers;Company and the Canadian Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which the Company and/or the Canadian Borrower is a party and (B) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Canadian Borrower is duly organized or formed, and that such Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect favorable opinions of (A) cultivation; Xxxxxxx & Xxxxx LLP, counsel to the Company and the Canadian Borrower, and (B) manufacturing; Xxxxxxxx Xxxxxxx LLP, counsel to the Canadian Borrower, in each case, addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent. (b) a certificate of a Responsible Officer of the Company, delivered on behalf of the Borrowers, certifying that, immediately before and after giving effect to the Amendment No. 2 Commitment Increase, (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.11 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement and (Cii) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredDefault exists; (c) unless waived by the Administrative Agent, the payment of all fees and expenses of the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) in connection with this Amendment; (d) (i) upon the reasonable request of any Lender, each Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Canadian AML Acts, and (ii) if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered a Beneficial Ownership Certification in relation to such Borrower; and (e) the Borrowers shall have prepaid any Committed Loans outstanding on the Amendment No. 2 Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages set forth on Schedule 2.01 attached hereto. For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received reasonably detailed financial projections notice from such Lender prior to the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;Amendment No. 2 Effective Date specifying its objection thereto.

Conditions Precedent to Amendment. The amendments to satisfaction (or waiver in writing by the Original Credit Agreement reflected in this Agreement shall not become effective until the date on which all Lender) of each of the following shall constitute conditions have been satisfied (the "Amendment Closing Date"), in each case precedent to the satisfaction effectiveness of the Lender in its sole discretionthis Amendment: (a) all conditions precedent set out in section 8.02 Lender shall have been satisfiedreceived this Amendment duly executed by the parties thereto; (b) the Lender shall have completed and shall be satisfied with its due diligence received an amendment to the Senior Credit Agreement on substantially similar terms to this Amendment in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties form acceptable to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredLender; (c) Xxxxxx shall have received a favorable opinion of legal counsel to the Borrower, addressed to the Lender, in form and substance reasonably satisfactory to Lender, with respect to the Borrower’s execution and delivery of this Amendment; 4857-9542-5644 v.2 (d) the Lender shall have received all documents (including organizational documents), certificates and instruments that Lender has then reasonably detailed financial projections from requested, which additional documents, certificates and instruments shall be reasonably satisfactory to Lender in form, substance and date; (e) after giving effect to the Facility B Borrowers showing transactions contemplated by this Amendment, no event shall have occurred and be continuing that would constitute an Event of Default; and (f) all anticipated costs representations and warranties made by Borrower or any Affiliate thereof (other than Parent except to the extent set forth herein) in any Loan Document shall be incurred by Facility B Borrowers true and correct in respect all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the RWB Properties effectiveness hereof as if such representations and Facility B Borrowers’ anticipated repayment plan for warranties had been made as of the time of the effectiveness hereof (except to the extent that any such costs;representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). On the Effective Date, the Maturity Extension Fee shall be deemed to have been paid in kind by Borrower and shall be added to the outstanding principal amount of the Loan. The Maturity Extension Fee shall not be refundable under any circumstances and shall not be subject to any counterclaim, setoff or other impairment of right or rescission or turnover.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in effectiveness of this Agreement shall not become effective until the date on which all of the following conditions have been satisfied (the "Amendment Closing Date"), in each case is subject to the satisfaction of the following conditions precedent, unless specifically waived by Lender: (a) Lender shall have received the following documents, duly executed by the parties thereto: (i) this Amendment; (ii) a Company General Certificate dated as of the date of this Amendment, in form and substance satisfactory to Lender, certified by the Secretary of Borrower certifying among other things, (x) that Borrower's Board of Directors has met and has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrower of this Amendment and all such other loan documents to which it is or is to be a party, and (y) the names of the officers of such Borrower authorized to sign this Amendment and each of such other loan documents to which it is or is to be a party Third Amendment to Loan and Security Agreement 3 hereunder (including the certificates contemplated herein) together with specimen signatures of such officers; (b) The representations and warranties contained herein, in the Agreement, as amended hereby, and/or in the other documents and agreements relating hereto or thereto (hereinafter individually referred to as a "Loan Document" and collectively referred to as the "Loan Documents") shall be true and correct as of the date hereof as if made on the date hereof; (c) Except as waived hereby, no default shall have occurred under the Agreement or any of the other Loan Documents and be continuing, unless such default has been specifically waived in writing by Lender; (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender and its legal counsel, Patxxx Xxgxx XXP; (e) The financing transaction between Borrower and certain lenders (the "Bridge Lenders") who are also beneficial owners of capital stock of Ecrix Corporation, a Delaware corporation ("Ecrix"), shall have been consummated pursuant to the terms of the Loan and Security Agreement, dated as of even date herewith (the "Bridge Loan Agreement"), a copy of which is attached hereto (the "Bridge Loan") and Borrower shall have furnished Lender a copy of a fully executed counterpart of the Bridge Loan Agreement and the documents and instruments executed in connection with the Bridge Loan; (f) Lender shall have received from Borrower a closing fee for this Amendment in the amount of $50,000, which fee shall be deemed fully earned and nonrefundable upon receipt thereof; and (g) The Bridge Lenders and Lender shall have executed a Subordination and Intercreditor Agreement of even date herewith (the "Intercreditor Agreement") with respect to certain assets of Borrower pursuant to terms and conditions satisfactory to Lender in its sole discretion: (a) all conditions precedent set out in section 8.02 shall have been satisfied; (b) the Lender shall have completed and shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;.

Conditions Precedent to Amendment. The amendments to satisfaction (or waiver in writing by the Original Credit Agreement reflected in this Agreement shall not become effective until Agent and the date on which all Lenders) of each of the following shall constitute conditions precedent to the effectiveness of this Second Amendment (such date being the “Second Amendment Effective Date”): a. The Agent shall have been satisfied received this Second Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. b. After giving effect to this Second Amendment, with respect to each Borrower and Parent, the representations and warranties contained herein, in the Credit Agreement, and in the other Financing Agreements, in each case, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the "Amendment text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date (provided, that the representations and warranties in Section 8.10 of the Credit Agreement are expressly deemed to specifically relate to the Closing Date"), in each which case to the satisfaction of the Lender in its sole discretion: (a) all conditions precedent set out in section 8.02 such representations and warranties shall have been satisfied;true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date. (b) c. Other than the Lender Specified Default, no event has occurred and is continuing or would result from the consummation of the transactions contemplated herein that would constitute a Default or Event of Default. d. The Borrowers and Parent shall pay substantially concurrently with the closing of this Second Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 6 of this Second Amendment. e. The Borrowers shall have completed and shall be satisfied with its due diligence in respect made a prepayment of the Facility B Borrowers Revolving Loans in a minimum amount of at least $1,810,944 so that, after giving effect to such prepayment and after giving effect to all Borrowings (if any) to be made on the Second Amendment Effective Date and the RWB Properties; and without limiting issuance of any Letters of Credit on the generality Second Amendment Effective Date, Excess Availability exceeds the greater of (x) twenty percent (20%) of the foregoing the Lender shall be satisfied with: Borrowing Cap and (iy) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements $20,000,000 as of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desired; (c) the Lender shall have received reasonably detailed financial projections from the Facility B Borrowers showing all anticipated costs to be incurred by Facility B Borrowers in respect of the RWB Properties and Facility B Borrowers’ anticipated repayment plan for such costs;Second Amendment Effective Date.

Conditions Precedent to Amendment. The amendments to the Original Credit Agreement reflected in this Agreement provisions contained herein shall not become be effective until as of the date on which all hereof, but only upon the satisfaction of each of the following conditions have been satisfied (the "Amendment Closing Date")precedent, in each case a manner satisfactory to the satisfaction of the Lender in its sole discretionAgent: (a) all conditions precedent set out in section 8.02 The Agent shall have been satisfiedreceived an original of this Amendment, duly authorized, executed and delivered by each Borrower and each Lender; (b) the Lender The Agent shall have completed received true, correct and shall be satisfied with its due diligence in respect of the Facility B Borrowers and the RWB Properties; and without limiting the generality of the foregoing the Lender shall be satisfied with: (i) the Facility B Borrowers’ proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (ii) the terms and conditions of all Material Agreements of the Facility B Borrowers; (iii) the terms and conditions of all Material Permits in respect of the Facility B Borrowers and the RWB Properties, specifically including Material Permits in respect of (A) cultivation; (B) manufacturing; and (C) the operation of provisioning centres, ; (iv) a copy of MAG’s licence under applicable Cannabis Regulations, together with complete copies of all material correspondence exchanged between MAG and Governmental Authorities relating thereto; (v) reasonably satisfactory evidence that all required zoning is in place in respect of the RWB Properties Reclamation Claim Documents, the GOB Sale Documents, the Retail Store Sale Documents and the Pharmacy Scripts Sale Documents, each of which shall be in form and substance satisfactory to permit the operations of MAG, including without limitation, copies of all municipal and county approvals; (vi) reasonably satisfactory evidence of the income generated by the RWB Properties; (vii) reasonably satisfactory evidence that there are no arrears of property tax with respect to any Owned Properties, including the RWB Property; (viii) a fully-executed copy of the agreement of purchase and sale of each RWB Property; (ix) the Lender shall have conducted and be satisfied with a site visit of the Owned Properties, including the RWB Properties if desiredAgent in its discretion; (c) The Borrowers and the Lender Guarantors shall have received reasonably detailed financial projections from complied in full with the Facility B Borrowers showing notice and all anticipated costs to other requirements as provided for under the GOB Sale Order, the Retail Store Sale Order, the Pharmacy Scripts Sale Order and the Reclamation Claim Order; (d) The GOB Sale Order, the Retail Store Sale Order, the Pharmacy Scripts Sale Order and the Reclamation Claim Order (i) shall have been entered by the Bankruptcy Court, (ii) shall be incurred by Facility B Borrowers in respect full force and effect and (iii) shall not have been reversed, stayed, modified or amended without the express written consent of the RWB Properties Agent; (e) Except as otherwise consented to by the Agent at any time, no application or motion shall have been made to the Bankruptcy Court for any stay, modification or amendment of any of the GOB Sale Order, the Retail Store Sale Order, the Pharmacy Scripts Sale Order or the Reclamation Claim Order and Facility B Borrowers’ anticipated repayment plan no stay or motion for such costsa stay with respect to same shall have been entered or made; (f) Agent shall have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to effectuate the provisions or purposes of this Amendment; and (g) as of the date of this Amendment and after giving effect hereto, no Default or Event of Default shall have occurred and be continuing.