0001558370-22-014458 Sample Contracts

TREES CORPORATION FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK
Warrant Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • Colorado

This Warrant is one of a series of warrants of like tenor that have been issued in connection with the Company’s private offering solely to accredited investors of senior secured convertible promissory notes and warrants in accordance with, and subject to, the terms and conditions described in the Securities Purchase Agreement between the Holder and the Company, as the same may be amended and supplemented from time to time (the “Purchase Agreement”). This Warrant is entitled to the benefits of the Purchase Agreement and is also subject to the obligations imposed by the Purchase Agreement, including as it relates to any restrictions on transfer of ownership of this Warrant.

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CONSULTING AGREEMENT
Consulting Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • Colorado

This Consulting Agreement (“Agreement”) dated as of September 16, 2022, is entered into by and between TREES Corporation, having an address at 1901 S. Navajo Avenue, Denver, CO 80223 (the “Company”), and Hershey Management 1, LLC, having an address at 6 Pompano Road, Rumson, NJ 07760 (“Consultant”).

TREES CORPORATION Securities Purchase Agreement Senior Secured Convertible Promissory Notes and Warrants to Purchase Common Stock September 15, 2022 CONFIDENTIAL
Securities Purchase Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • Colorado

THE OFFEREE, BY ACCEPTING THE SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS RELATING TO THE COMPANY’S PROPOSED OFFERING OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO ACQUIRE SHARES OF ITS COMMON STOCK, ACKNOWLEDGES AND AGREES THAT: (I) THE OFFERING DOCUMENTS HAVE BEEN FURNISHED TO THE OFFEREE ON A CONFIDENTIAL BASIS SOLELY FOR THE PURPOSE OF ENABLING THE OFFEREE TO EVALUATE THE OFFERING; (II) THAT THE OFFEREE MAY NOT FURTHER DISTRIBUTE THE OFFERING DOCUMENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, EXCEPT TO THE OFFEREE’S LEGAL, FINANCIAL OR OTHER PERSONAL ADVISORS, IF ANY, WHO WILL USE THE OFFERING DOCUMENTS ON THE OFFEREE’S BEHALF SOLELY FOR PURPOSES OF EVALUATING THE OFFERING; (III) ANY REPRODUCTION OR DISTRIBUTION OF THE OFFERING DOCUMENTS, IN WHOLE OR IN PART, OR THE DIRECT OR INDIRECT DISCLOSURE OF THE CONTENTS OF THE OFFERING DOCUMENTS FOR ANY OTHER PURPOSE WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED; AND (IV) THE OFF

EMPLOYMENT AGREEMENT
Employment Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • Colorado

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of ______, 2022 ("Effective Date"), is entered into by and between TREES Corporation, a Colorado corporation (the "Company"), and Allyson Feiler, an individual ("Employee").

CONSULTING AGREEMENT
Consulting Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • Colorado

This Consulting Agreement (“Agreement”) dated as of _______, 2022, is entered into by and between TREES Corporation, having an address at 1901 S. Navajo Avenue, Denver, CO 80223 (the “Company”), and CMD Consulting Services, Inc., having an address at 6575 NW 95 Lane, Parkland Florida 33076 (“Consultant”).

INITIAL ESCROW AGREEMENT
Escrow Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • New York

THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of September 15, 2022, by and among TCM Tactical Opportunities Fund II LP (“Purchaser”), TREES Corporation, a Colorado corporation (the “Company”) and Day & Associates, LLC, a New Jersey limited liability company (the “Escrow Agent”, and together with Purchaser and Company, sometimes referred to individually as “Party” and collectively as the “Parties”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • Colorado

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of September 13, 2022 (the “Signing Date”), by and among Green Tree Colorado, LLC, a Colorado limited liability company, or its assigns (“Buyer”), Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and GT Creations, LLC, each a Colorado limited liability company (collectively together with their respective subsidiaries, affiliates and assigns, “Seller” or “Sellers”), and each of the Holders (as defined below), and for purposes of Articles II, IV, and IX and Sections 5.9, 5.10, and 7.3 only, TREES CORPORATION, a Colorado corporation (“CANN”). Sellers and Buyer, CANN, as applicable, and Holders, as applicable, are sometimes referred to individually as a “Party” and collectively as the “Parties.”

SECURITY AGREEMENT
Security Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • Colorado

THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of September 16, 2022 by and between TREES Corporation, a Colorado corporation (the “Company”), and the persons and entities identified on the signature page hereof (each individually a “Holder,” and collectively, the “Holders”).

SECOND ESCROW AGREEMENT
Escrow Agreement • September 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • New York

SECOND ESCROW AGREEMENT, made as of the 16th day of September, 2022, by and among TREES Corporation, a Colorado corporation (the “Company”), and the persons and entities identified on the signature page hereof (each individually a “Purchaser,” and collectively, the “Purchasers”), and TCM Tactical Opportunities Fund II LP (as “Lead Investor"), and Day & Associates, LLC (hereinafter the “Escrow Agent”).

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