FIRST AMENDMENT TO CAMARILLO ACQUISITION AGREEMENT

Exhibit 99.80

FIRST AMENDMENT TO 

CAMARILLO ACQUISITION AGREEMENT

This FIRST AMENDMENT TO CAMARILLO ACQUISITION AGREEMENT (this “Amendment”) is made effective as of March 21, 2021 (the “Amendment Date”) by and between GH GROUP, INC., a Delaware corporation (“Glass House”) and XXXXXX PARK BRAND ACQUISITION CORP, a British Columbia corporation (“Xxxxxx Park”, and together with Glass House, “GH/MPBAC”), on the one hand, and Glass Investments Projects, Inc., a Delaware corporation (the “XXXX”), on the other, to amend that certain letter agreement bearing a date for reference purposes of February 13, 2021 (the “Camarillo Acquisition Agreement”). Capitalized terms used but not defined herein shall have the meanings give to such terms in the Camarillo Acquisition Agreement.

RECITALS

WHEREAS, GH/MPBAC and XXXX entered into the Camarillo Acquisition Agreement, whereby XXXX agreed, among other things, to sell the Option Rights (as defined in the Camarillo Acquisition Agreement) to GH/MPBAC;

WHEREAS, GH/MPBAC and XXXX desire to extend the expiration of the Contingency Period from 5:00 p.m. Pacific Time on March 22, 2021 to 5:00 p.m. Pacific Time on March 24, 2021; and

WHEREAS, GH/MPBAC and XXXX desire to amend the Camarillo Acquisition Agreement to provide for such extension in the manner set forth below.

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

1.            Extension of Contingency Period. The Contingency Period shall now expire at 5:00 p.m. Pacific Time on March 24, 2021.

2.            Effect. In the event of any conflict between this Amendment and the Camarillo Acquisition Agreement, the terms of this Amendment shall control. The Camarillo Acquisition Agreement, as amended by this Amendment and together with that certain side letter between the parties hereto bearing a date for reference purposes of February 13, 2021, shall be in full force and effect and constitutes the entire agreement between GH/MPBAC and XXXX with respect to the transactions contemplated hereby and thereby.

3.            Benefit and Authority. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and each party warrants and represents to the other that it has due and lawful authority to execute this Amendment.

4.            Counterparts. This Amendment may be executed in any number of counterparts (which may be delivered by facsimile or electronic mail which attaches a portable document format (.pdf) document) and each counterpart shall represent a fully executed original as if executed by all parties hereto, with all such counterparts together constituting but one and the same instrument.

The signature page follows this page.

1 

IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of Amendment Date.

	GH/MPBAC:
	GH GROUP, INC.,
	a Delaware corporation
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Chief Executive Officer

	XXXXXX PARK BRAND ACQUISITION CORP.,
	a British Columbia corporation
	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	CEO

	XXXX:
	GLASS INVESTMENTS PROJECTS, INC.,
	a Delaware corporation
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxx
	Title:	Chief Executive Officer

[Signature Page to First Amendment to Camarillo Acquisition Agreement]