Exhibit
10.4


 


MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


THIS
MEMBERSHIP INTEREST PURCHASE AGREEMENT (hereinafter the “Agreement”) is made and entered into effective as of the
17th day of November, 2021 (the “Effective Date”), by and among Russell Kim (the “Seller”),
the sole member and holder of membership interests in Primo Laboratories LLC (“Company”), an Oklahoma company, and
Agro Capital Management Corp., a Nevada Corporation (the “Buyer”).


 


RECITALS


 


WHEREAS,
Seller is the only member, owner, and operator of Company, a licensed cannabis processing company located at 2222 W. Hefner Road, Suite
C (the “Property”);


 


WHEREAS,
Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, subject to the terms and conditions of this Agreement, one
hundred percent (100%) of all membership interests in Company;


 


WHEREAS,
Seller further desires to convey to Buyer, all of the assets, whether tangible or intangible, and business personal property utilized
in the Company’s business operations, subject only to the express terms and conditions limiting the transfer thereof;


 


WHEREAS,
in connection with the sale and transfer of the Company’s membership interests and assets utilized in connection with its business,
the Parties further desire for Buyer to enter into Lease Agreement(s) in the form and upon the terms set forth in Exhibit A hereto;
and


 


WHEREAS,
upon closing of the transactions contemplated in this Agreement, it is the Parties’ intent and understanding that Buyer shall be
the exclusive owner of all membership interests of the Company and shall gain full management and control of Company’s operations
from Seller. Provided, however, that Buyer shall be contemporaneously issuing interests in the Company to third-parties such that the
Company’s membership interests are held in compliance with applicable Oklahoma state law. And provided further, that Seller may
remain the record owner of such membership interests of the Company following Closing as is necessary to accomplish the specific and
limited purpose of effecting the transfer of any licenses, registrations, and permits held by the Company (the “Licenses”)
to Buyer and its designated transferees or assignees, and that such membership interests do not carry with them rights of management,
control, or the right to receive distributions or profits from the Company during the time in which such Licenses are being transferred
from Seller to Buyer and its designated transferees or assignees names.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto, intending to be legally bound,
agree as follows:


 


ARTICLE
I


PURCHASE
AND SALE


 


Section
1.1 Sale and Transfer of Membership Interests. Effective as of the Effective Date, Seller hereby sells, assigns, transfers and
conveys to Buyer, and Buyer hereby purchases and acquires from Seller, free and clear of all liens, claims and encumbrances of any kind
or nature (“Encumbrances”), one hundred percent (100%) of the membership interests of the Company, along with all
attendant rights thereto, including ownership of all of the Company’s assets, including, but not limited to, the Company’s
contract rights, customer lists, leases, furniture, fixtures, equipment, trademarks, trade names, intellectual property, goodwill, materials,
supplies, telephone numbers, business records, cash, accounts receivable and accounts payable; insurance policies; and other assets and
properties owned or leased by Seller and used or useful in the Company’s Business and related operations, including but not limited
to all of those specific items identified in that Assignment and Bill of Sale, and all schedules thereto, which is attached as Exhibit
B hereto (collectively the “Assets”).


 




    	 



    	 



    

 


Section
1.2 Limitation on Assumption of Liabilities. Except as otherwise set forth herein, Buyer shall not assume, or in any way be responsible
or liable for, any liability, obligation, claim or expense of Seller or Company, whether absolute, contingent, known or unknown, to the
extent that such liability, claim, or expense accrued prior to the Effective Date of this Agreement, including any Company loan obligations
incurred prior to the Effective Date. Except as otherwise set forth specifically herein, the Buyer shall assume no liabilities or obligations
of the Company other than obligations arising on or after the Effective Date of this Agreement. Said liabilities to which Buyer does
not assume shall specifically and expressly include any of the Company or the Seller’ tax liability accrued prior to the Effective
Date of this Agreement.


 


ARTICLE
II


CONSIDERATION;
CLOSING


 


Consideration.
In exchange for the transfer of the Membership Interests and all Assets identified on Exhibit A hereto, along with the other and further
obligations assumed by the Seller and rights granted to the Buyer as described in this Agreement, Buyer shall deliver to Seller Two Hundred
Thousand (200,000) shares of Buyer’s Common Stock upon the terms and conditions described herein (the “Shares”).
The Shares shall be issued to Seller upon the closure of this transaction. Further buyer shall register a minimum of 40,000 of the shares
upon the filing of the buyers next S-1In further consideration of the issuance of the Shares, Seller also agrees to the following:


 


(a)
To enter into that certain Commercial Lease Agreement for the Property in the form and upon the specific terms set forth on Exhibit
A hereto;


 


(b)
To grant Buyer an exclusive option for a period of sixty (60) days from the Closing (defined below) to enter into that certain Commercial
Lease Agreement in the form and upon the terms set forth on Exhibit A hereto for the adjoining suite to the Property, 2222 W.
Hefner Road, Suite D (the “Adjoining Property”), for purposes of Buyer, or its designated assignee, operating a retail
marijuana dispensary on such Adjoining Property; and


 


(c)
To perform all reasonable requests, and to execute any documents that are necessary to facilitate an update or transfer of any Licenses
held by the Company or Seller for use in the Company’s operation.


 


Section
2.2 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur
contemporaneously with the execution of this Agreement by the Parties. The date on which the Closing actually occurs shall be the “Closing
Date.” At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document
and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with
the others:


 


(a)
The Parties shall execute that certain Commercial Lease Agreement in the form and upon the specific terms set forth on Exhibit A
hereto.


 


(b)
The Parties shall execute and deliver the Assignment and Bill of Sale in the form attached hereto as Exhibit B;


 


(c)
Buyer shall execute, acknowledge and deliver such other documents, instruments and certificates as Seller may reasonably require for
the consummation of the transactions contemplated by this Agreement; and


 




    	2



    	 



    

 


(d)
Seller shall execute, acknowledge and deliver such other documents, instruments and certificates as Buyer may reasonably require for
the consummation of the transactions contemplated by this Agreement, including the provision of complete account information for all
company accounts, and, importantly, any operating agreement needed to submit to the OMMA for the purpose of effecting the transfer of
any Licenses to reflect the Company’s new membership.


 


The
failure of any of the preceding conditions precedent shall render this Agreement and the parties’ obligations hereunder voidable
by the Buyer. It being the understanding that some of the obligations contemplated in Section 2.2(d) may


 


Section
2.3 Management and Operation of Company following Closing. Following the Closing of this Agreement, Company’s management
shall be immediately restructured such that the Company shall be governed by a manager, or managers, as determined by Buyer in its sole
discretion. Any managers of Company prior to the Closing Date, including but not limited to Seller, shall be deemed removed from their
position and shall have no further rights to act on behalf of the Company. Further, any Operating Agreement of Company shall be deemed
forfeit, void, and of no effect. Buyer shall be permitted to establish and execute an Amended Operating Agreement of its own design in
its sole discretion, and Seller shall only hold such interests therein to the extent necessary for facilitating an update and/or transfer
of the Company’s Licenses to reflect the Company’s new membership pursuant in accordance with this Agreement.


 


ARTICLE
III


REPRESENTATIONS,
WARRANTIES, AND CONTINGENCIES


 


Section
3.1 Representations and Warranties by Company and Seller. Seller and Company each represent and warrant to Buyer as follows:


 


(a)
Organization of Company. Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of
formation.


 


(b)
Authorization of Transaction. Each has the full power and authority to execute and deliver this Agreement and to perform his/its
obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Party, and is enforceable against
same in accordance with its terms.


 


(c)
Licenses and Permits. Seller and Company possess all material governmental Licenses and permits (both State and local) necessary
for the operation of the Company’s cannabis business at the Property, copies of which are identified on Schedule 1 hereto, and
that all such Licenses and permits are in full force and effect. No violations of such licenses or permits have been recorded and no
proceedings are pending, or to such Party’s knowledge, threatened concerning the revocation or limitation of any such License or
permit.


 


(d)
Litigation. The Party is not engaged in or threated with any legal proceedings relating to or affecting, or which may materially
affect the Company’s business, and there are no proceedings, claims, or investigations of any kind pending or, to the Party’s
knowledge, threatened against either the Seller or Company concerning the Company’s business, and the Party has no knowledge of
any investigation by either a third party or any governmental agency of Seller, Company, or their business.


 


(e)
Insurance. To the extent the Company maintains polic(ies) of general liability insurance covering the Company’s operations.
Such Party is not in default of any such polic(ies) of insurance. Further, there have been no material claims against the Company throughout
the term of the Company’s operation, and such Party know of no basis for such a claim.


 




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(f)
No Material Misstatements. No representation or warranty in this Agreement, or any information contained in any document provided
to Buyer in connection with this Agreement and the purchase of membership interests in Company, contains any untrue statement or a material
fact or omits to state a material fact necessary to make the statements contained therein not misleading.


 


(g)
Compliance with Laws. Each Party has complied in all material respects with all State and local laws, rules, regulations, and
orders applicable to Seller and Company’s operation of their cannabis company.


 


(h)
Non-contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of
any government, governmental agency, or court to which Seller or Company are subject (including but not limited to any tax lien of any
federal, state, or local governmental agency) or any provision of its articles of organization or operating agreement, or (ii) conflict
with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement in
a manner that would result in adverse consequences to Buyer hereunder.


 


(i)
Contracts. Neither Seller nor Company are parties to any contract or agreement with any party not otherwise specifically identified
on Schedule 1 hereto and no oral agreements or promises have been made by Seller or Company which create a duty or obligation on the
part of Company or Seller concerning Buyer’s management of Company following the Effective Date hereof.


 


(j)
Title and Condition to Membership Interests and Assets. Buyer shall obtain upon closing the transactions contemplated hereby,
good title to both the Company’s membership interests and the Assets free and clear of all Encumbrances. Furthermore, all of the
Assets sold, assigned and conveyed to Buyer are in good working order and fit for the purposes for which such Assets are intended and
contemplated to be used in furtherance of the Company’s business.


 


Section
3.2 Representations and Warranties by Buyer. Buyer hereby represents and warrants to Seller as follows:


 


(a)
Organization of Buyer. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.


 


(b)
Authorization of Transaction. Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer and is enforceable against it in accordance with
its terms.


 


(c)
Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of
any government, governmental agency, or court to which Buyer is subject or any provision of its articles of organization or other governing
document, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument,
or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets are subject.


 




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ARTICLE
IV


CERTAIN
COVENANTS OF THE PARTIES


 


Section
4.1 Further Assurances. After Closing, Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered,
from time to time such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably
request, to convey and deliver the Membership Interests and Assets to Buyer and to consummate the transactions hereunder, including the
transfer of information necessary to obtain access to and transfer ownership of the licenses detailed on Schedule 1 hereto.


 


Section
4.2 Compliance with Laws. Seller has at all times while managing and operating the Company complied in all material respects with
all applicable state and local laws, rules, regulations, and orders applicable to its operations.


 


Section
4.3 Trade Names/Marks. It is understood and agreed among the Parties that the Company shall hold and/or retain, as applicable,
all trade names and marks associated with Company’s use of “Primo Laboratories” in Company’s operations, which
shall remain the exclusive property of the Company, and Seller shall retain no rights, title, or interest therein following the Effective
Date of this Agreement.


 


Section
4.4 Tax Liability. Seller shall be responsible for and shall pay when due any taxes incurred in connection with the consummation
of the transactions contemplated under this Agreement as well as any and all income and sales tax liability incurred by Seller and Company
prior to the Effective Date of this Agreement. Seller further covenants and warrants that any and all such tax liability accrued prior
to the Effective Date has been paid in full or shall be paid in full once due.


 


Section
4.5 Employees of Company. The parties herein agree and understand that Buyer shall have no obligation to retain any of Company’s
employees and that no rights of employment held by Company’s employees shall accrue against or be construed to apply to Buyer or
Company following the Effective Date. Provided, however, that Company shall initially retain the services of existing employees for the
purpose of transitioning the Company into operations under its new membership, and that Buyer will utilize this period of time to evaluate
such employees for retention. Nothing herein is intended to grant any right of employment to any such Company employee or create any
contract or term of employment for same.


 


ARTICLE
V


INDEMNIFICATION


 


Section
5.1 Seller shall indemnify and hold Buyer and Company harmless from and against any and all losses, damages, claims, actions, costs and
expenses of whatever nature, including reasonable attorneys’ fees, asserted against or incurred by Buyer as a result of, in connection
with, or arising out of (a) the operation or ownership of the Company and/or the Assets by Seller or Company prior to the Effective Date,
(b) any breach of any representation, warranty or covenant of Seller contained herein, (c) any failure by Seller to comply with any state
or local law governing its operations as a cannabis company prior to the Effective Date, (d) any third-party claim including, without
limitation, any litigation or other action of any nature arising out of any act performed, transaction entered into, or state of facts
alleged to have existed prior to the Effective Date of this Agreement, or (e) any liability created by Seller, Company, or their agents
following the Effective Date to the extent that such liability stems from the Seller or their agent’s representations of rights
of ownership or management of the Company.


 




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Section
5.2 Buyer shall indemnify and hold both Seller harmless from and against any and all losses, damages, claims, actions, costs and expenses
of whatever nature, including reasonable attorneys’ fees, asserted against or incurred by Seller (or any of them) as a result of,
in connection with or arising out of or relating to (y) the operation or ownership of the Company by Buyer from and after the Effective
Date, or (z) any breach of any representation, warranty or covenant of Buyer contained herein.


 


ARTICLE
VI


NON-SOLICITATION
AND NON-DISCLOSURE


 


Section
6.1 Acknowledgment. Seller acknowledges that one of Buyer’s fundamental expectations in purchasing all of the outstanding
membership interests and assets of the Company is that the Company’s existing business relationships and goodwill shall be maintained
and that the restrictions set forth in this Article VI are reasonable and necessary for the protection of the legitimate business interests
and expectations of the Buyer for the Company in entering into this Agreement.


 


Section
6.2 Non-Solicitation, Non-Acceptance, and Non-Competition. Seller shall not, directly or indirectly, interfere, compete with,
solicit, or accept contact with any of Company’s established and existing customers, vendors, employees, or other third-parties
with whom Company engages in business in any manner or action which is designed, intended, or would be reasonably anticipated to have
the effect of (i) adversely affecting the Buyer or Company’s interests with respect to its relationship with such customer, vendor,
employee, or third-party, or (ii) discourages such individual or entity from maintaining its business relationship with the Buyer or
Company.


 


Section
6.3 Non-Disclosure. Without the prior written consent of the Company, Seller shall not disclose, sell, or grant access to any
information related to Company’s business to any other third-party or person apart from those exceptions specifically set forth
in this Agreement.


 


Section
6.4 Severability. If at any time any provision of this Article of the Agreement shall be determined to be invalid or unenforceable,
whether by reason of being vague or unreasonable in any manner, such provision shall be considered divisible and shall become and be
immediately amended to carry out the intent of the parties to the furthest extent permitted by the applicable law, and to render the
remaining provisions of this Article reasonable and enforceable by the court or other body having jurisdiction over the matter. Each
of the parties hereto shall be valid and binding as though any invalid or unenforceable provision had not been included herein.


 


ARTICLE
VII


CONFIDENTIALITY


 


Section
7.1 The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement, including the form
and terms thereof, constitutes confidential information. Each Party shall maintain the confidentiality of all such information, and without
obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following
circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by
the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange; or (c)
information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder,
and such legal counsel or financial advisors are also bound by confidentiality duties similar to the duties in this Section. Disclosure
of any confidential information by the staff members or agents hired by any Party shall be deemed disclosure of such confidential information
by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement
for any reason.


 




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ARTICLE
VIII


MISCELLANEOUS


 


Section
8.1 Expenses. All costs and expenses incurred by a party hereto in connection with all things required to be done by it hereunder,
including but not limited to attorneys’ fees, shall be borne by the party incurring same.


 


Section
8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma without
reference to the choice of law principles thereof.


 


Section
8.3 Entire Agreement. This Agreement and the recitals, exhibits and schedules attached hereto contains the entire agreement and
understanding between the parties, and supersedes any and all prior agreements, arrangements and understandings relating to the subject
matter hereof. There are no written or oral agreements, understandings, representations or warranties between the parties other than
those set forth or referred to in this Agreement. No amendment, modification or waiver of this Agreement shall be binding unless consented
to in writing by all of the parties hereto.


 


Section
8.4 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given
when delivered personally or on the third business day after being mailed by registered or certified mail, postage prepaid, addressed
as follows:


 


Seller:


 


	 	Buyer:	Agro
  Capital Inc
	 	 	2620
  Regatta Dr Suite 102
	 	 	Las
  Vegas, NV 8912
	 	 	Attn:
  Ted Hicks




 














With,
in all circumstances, a copy to:


 


Overman
Legal Group, PLLC,


Attn:
Justin R. Williams


809
NW 36th Street


Oklahoma
City, OK 73118


 


Any
party may change its address for receiving notices by giving written notice of such change to the other parties in accordance with this
Section 8.4.


 


Section
8.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, legal representatives, successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests
or obligations hereunder without the prior written approval of the other parties hereto.


 


Section
8.6 Waiver. No waiver of any term, provision or condition of this Agreement shall be effective unless in writing, signed by the
party against whom such waiver is sought to be enforced, and no such waiver shall be deemed to be or construed as a further or continuing
waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement, unless specifically
so stated in such written waiver.


 


Section
8.7 Counterparts and Electronic Signatures. This Agreement may be executed simultaneously in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute one and the same instrument. Electronic or scanned copies (pdf)
of signatures on this Agreement shall be deemed to be original signatures for all purposes.


 








Section
8.8 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation shall not affect the
validity or enforceability of the remaining terms and provisions hereof.


 


Section
8.9 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.


 


Section
8.10 Incorporation of Recitals. The Recitals to this Agreement are incorporated into and made a part of this Agreement as if set
forth fully and completely herein.


 


Section
8.11 Litigation Expense. In any action brought by a party hereto to enforce the obligations of any other party hereto, the prevailing
party shall be entitled to collect from the other parties to such action such party’s reasonable attorneys’ and accountants’
fees, court costs and other expenses incidental to such litigation.


 


Section
8.12 Survival. All of the representations and warranties of the parties contained in this Agreement shall survive the closing
of the transactions contemplated herein until the expiration of the applicable statute of limitations. Likewise, any covenant or agreement
of any party which contemplates performance after the closing, including, without limitation, the covenants and agreements set forth
herein, shall survive until the expiration of the applicable statute of limitations.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Membership Interest Purchase Agreement to be closed for all purposes as of the
17th day of November 2021.


 


	“Seller”	RUSSELL
    KIM
	 	 	 
	 	By:	
	 	 	 
	“Company”	PRIMO
    LABORATORIES LLC
	 	 	 
	 	By:	
	 	Printed
    Name:	Russell
    Kim
	 	Title:	Member
    and Manager
	 	 	 
	“Buyer”	AGRO
    CAPITAL MANAGEMENT CORP.
	 	 	 
	 	By:	
	 	Printed
    name: 	Scott
    Benson
	 	Title:
    	CEO


 




    	 



    	 



    

 


SCHEDULE
1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


LICENSES
AND PERMITS HELD BY COMPANY:


 


OMMA
LICENSE NO.: ________________


 


OBNDD
REGISTRATION NO.: __________


 


LOGIN
CREDENTIALS FOR COMPANY’S ACCOUNTS:


 





	No.	 	Account	 	Username	 	Password
	1	 	Company’s
    OMMA Complia Account	 	 	 	 
	2	 	Company’s
    OBNDD Registration Account	 	 	 	 
	3	 	Company
    Email Account to Which Company’s OMMA Complia Account is Linked	 	 	 	 
	4	 	Company
    Email Account to Which Company’s OBNDD Registration Account is Linked	 	 	 	 
	5	 	Company’s
    Oklahoma Sales Tax Account	 	 	 	 
	6	 	 	 	 	 	 
	7	 	 	 	 	 	 
	8	 	 	 	 	 	 
	9	 	 	 	 	 	 
	10	 	 	 	 	 	 





 


CONTRACTS
TO WHICH THE COMPANY IS A PARTY OR OBLIGOR/OBLIGEE:


 







    	 



    	 



    

 


EXHIBIT
A


 


Form
of Commercial Lease Agreement(s) between the Parties:


 


(see
attached)


 


Pertinent
Agreed Lease Terms for the Property:


 


	 	●	1700
    Square Feet mol.


 


	 	●	One
    (1) year initial lease term with three (3) additional three (3) year renewal options in Lessee’s favor


 


	 	●	Triple
    net Terms at $14.00 annual rental rate per square foot plus $3.00 in additional annual common area maintenance fees per square foot,
    equating to a $2,408.33 monthly rental payment.


 


	 	●	Lessee’s
    right to remove all non-permanent improvements from the property upon applicable lease term expiration.


 


	 	●	Lessor’s
    covenant that use of the Property for operation of a commercial cannabis business shall not be grounds for termination or breach
    thereof, or otherwise be used as a defense to performance under the lease agreement, due to illegality of the possession or trade
    of cannabis under federal law. 


 


Pertinent
Agreed Lease Terms for the Adjoining Property:


 


	 	●	1650
    Square Feet mol.


 


	 	●	One
    (1) year initial lease term with three (3) additional three (3) year renewal options in Lessee’s favor


 


	 	●	Triple
    net Terms at $14.00 annual rental rate per square foot plus $3.00 in additional annual common area maintenance fees per square foot,
    equating to a $2,337.50 monthly rental payment.


 


	 	●	Lessee’s
    right to remove all non-permanent improvements from the property upon applicable lease term expiration.


 


	 	●	Lessor’s
    covenant that use of the Property for operation of a commercial cannabis business shall not be grounds for termination or breach
    thereof, or otherwise be used as a defense to performance under the lease agreement, due to illegality of the possession or trade
    of cannabis under federal law. 


 


Lease
to commence upon approval of the retail cannabis license.


 




    	 



    	 



    

 


EXHIBIT
B


 


Assignment
and Bill of Sale and Schedule 1 Thereto


 


(see
attached)


 




    	 



    	 



    

 


ASSIGNMENT
AND BILL OF SALE


 


This
Assignment and Bill of Sale is executed and delivered pursuant to that certain Membership Interest Purchase Agreement dated as the date
hereof (the “Agreement”) by and among Agro Capital Management Corp. (the “Buyer”), Russell Kim
(the “Seller”), and Primo Laboratories LLC (the “Company”). Capitalized terms appearing in this
Assignment and Bill of Sale and not otherwise defined in this Assignment and Bill of Sale shall have the meanings assigned to such terms
in the Agreement.


 


1)
Seller hereby SELLS, CONVEYS, TRANSFERS, ASSIGNS and DELIVERS to Buyer all of Seller’s right, title and interest in and to the
Company’s membership interests and Assets, free and clear of all Encumbrances of any kind or nature.


 


2)
THIS BILL OF SALE IS EXECUTED PURSUANT TO THE AGREEMENT, AND THE TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING THE REPRESENTATIONS
AND WARRANTIES CONCERNING THE MEMBERSHIP INTERESTS AND ASSETS CONVEYED HEREBY, APPLY TO THIS ASSIGNMENT AND BILL OF SALE AS IF FULLY
INCORPORATED HEREIN. THE MEMBERSHIP INTERESTS AND ASSETS ARE TRANSFERRED AND SOLD SUBJECT TO AND WITH THE BENEFIT OF ALL THE REPRESENTATIONS,
WARRANTIES AND COVENANTS CONTAINED IN THE AGREEMENT.


 


3)
This Assignment and Bill of Sale is made without assumption of any liabilities, obligations or debts of Seller, except as otherwise provided
in the Agreement.


 


4)
At any time or from time to time after the date hereof, Seller shall execute and deliver or cause to be executed and delivered to the
Buyer, its successors and assigns such other instruments and take or cause to be taken such other actions as may reasonably be requested
in order to carry out the intent and purposes of the Agreement and this Assignment and Bill of Sale and to more effectively vest title
to the Assets in the Buyer and its applicable transferees and assigns.


 


IN
WITNESS WHEREOF, Seller has executed this instrument effective as of the ____ day of __________________, 2021.


 


	“Seller”	RUSSELL
    KIM
	 	 	 
	 	By:	/s/ Russell Kim

	 	 	 
	“Company”	PRIMO
    LABORATORIES LLC
	 	 	 
	 	By:	/s/ Russell Kim

	 	Printed
    Name:	Russell
    Kim
	 	Title:	Member
    and Manager
	 	 	 
	“Buyer”	AGRO
    CAPITAL MANAGEMENT CORP.
	 	 	 
	 	By:	/s/
    Scott Benson 
	 	Printed
    name: 	Scott Benson

	 	Title:
    	CEO



 




    	 



    	 



    

 


SCHEDULE
1 TO EXHIBIT B


 


NON-EXCLUSIVE
LIST OF SPECIFIC ASSETS AND EQUIPMENT


CONVEYED
TO BUYER AND/OR WITHHELD BY COMPANY


TO
SELLER’S EXCLUSION WITH RESPECT TO CANNABIS PRODUCTS


 


	Shop-Vac
    16-Gallon Corded Portable Wet/Dry Shop Vacuum	 	For
    cleaning and vacuuming	 	1
	Hefty
    Kitchen Trash cans	 	Medium
    trash cans	 	2
	Commercial
    Mop	 	Mop
    with ringer	 	1
	Dehumidifier	 	For
    removing moisture from the air of the lab	 	2
	Hash
    Washing Work Platform	 	Platform Holds x1 65
    gallon vessel	 	1
	Open
    Ice Water Hash Washing Liners × 2	 	Workbags for washing
    hash in 65 gallon Vessel	 	2
	Frenchy
    Full Mesh 44 Gallon 8 Bag Kit by Boldt Bags	 	Bubble Bag set for
    44gallon vessel	 	2
	5
    gallon Food grade nested bucket set	 	For test washes	 	5
	Rosin
    Evolution 5 gallon Bubble Bags 8 bag set	 	Bubble Bag set for
    5 gallon vessel	 	2
	Plumbing
    to run lines from RO system to Tank and ice machine	 	Dads Plumbing line
    running service	 	1
	Food
    Grade Paddles	 	For churning material
    during washes	 	2
	Food
    Grade Wash Bag Shovel	 	Food grade work shovel
    for moving biomass	 	1
	Brute
    Trash cans	 	For test washes	 	5
	Bruteless
    Hash Washing System	 	15,000 grams per wash	 	1
	Bruteless
    Hash Washing System extra parts	 	Hoses, Clamps, Ball
    Valves, Wye connect	 	1
	Anti-fatique
    Anti-slip mats	 	Helps
    with drainage and slip proofing	 	2
	Food
    Grade Plastic Buckets for transfering ice	 	For
    moving ice from machine to wash vessel	 	2
	Ice
    Machine Bin	 	Ice
    storage bin	 	1
	Stackable
    Crescent Ice Machine	 	Manitowoc
    489 lbs ice per 24hrs	 	1
	Ice
    Machine Bin Stand	 	Custom
    built raised platform base for ice machine	 	1
	Extra
    Stainless Steel Harvest Right Freeze Dryer Trays	 	Freeze
    Dryer Tray extra set	 	8
	Air
    Compressor	 	175 PSI 20 gallon to
    power Rosin Press	 	1


 




    	 



    	 



    

 


	Harvest
    Right pharmaceutical Freeze Dryer Large	 	For
    drying out wet hash.	 	1
	Harvest
    Right Oil Free Scroll Freeze Dryer Vacuum Pump	 	For
    powering vacuum of freeze dryer	 	1
	Magnetic
    Stirrer heating plate	 	For
    heating and homogonizing oil	 	1
	Across
    International Benchtop Decarb Oven	 	For
    decarbing waxes for edibles	 	2
	Cascade
    Sciences Vacuum Oven	 	10.75 sf ft of tray
    space	 	1
	Ohaus
    Triple point Lab Grade Scale	 	Large
    weight Lab Scale	 	1
	Ohaus
    Triple point Lab Grade Scale	 	Small
    weight Lab Scale	 	3
	PurePressure
    Rosin Press Extended Warranty	 	Rosin Press Warranty	 	1
	Longs
    Peak Rosin Press w/ Auto Pressure	 	Press: 8 tons of force	 	1
	Cold
    Gold Rosin Press Flux Plate	 	Flux Plate for cooling
    rosin on parchment paper	 	1
	Longs
    Peak Complete Accessory Kit	 	Rosin Press Accessories	 	1
	Metal
    Packing Trays	 	Trays
    for making pre-rolls	 	20
	Futurola
    SUPER OG SHREDDER	 	Destems
    and grinds flower with partical size settings	 	1
	Knockbox
    100	 	For
    regular pre-rolls, the Knockbox packs 100 rolls	 	1
	Knockbox
    100 extra unload station trays	 	Extra
    unload trays to accelerate pre-roll production	 	5
	Buddies
    Bump Box	 	For
    hand packing small quantities of pre-rolls	 	1
	Chest
    Freezer	 	Solid
    Top Chest Freezer, 18.5 Cu. Ft. Capacity	 	1
	Coleman
    Cooler	 	For
    transporting small batches of Fresh Frozen	 	3
	One
    section freezer	 	For
    Storing finished Hash Rosin Products	 	1
	Water
    Filtration System	 	Reverse
    Osmosis Triple Filter 15 GPM .2micron rating	 	1
	RO
    Water Reservoir	 	500
    gallons NSF water tank	 	1
	RO
    System installation and finalization	 	KILLR
    Coffee RO system service and setup	 	1
	5
    Gallon Water Jugs	 	For
    transporting backup water supply in emergency	 	6
	Mason
    Jars for Storing hash	 	Airtight
    storage for hash	 	1
	6ft
    Step Ladder	 	For
    accessing storage areas	 	2
	Wire
    Shelving	 	General
    Storage	 	1
	Large
    Stackable Storage Totes	 	Product
    Storage	 	10


 




    	 



    	 



    

 


	8
    Pan End Load Undercounter Work Top Cart	 	Rolling
    rack for Ice Water Hash trays	 	1
	6
    ft Stainless Steel Prep Table with built in Shelf	 	Workstation
    for hash extraction area	 	1
	6
    ft Stainless Steel Prep Table	 	Table
    for Lab Finishing equipment	 	1
	Workstation
    w/ Power Apron and shelf	 	For
    pre-roll production and packaging with stool	 	2
	Truffly
    Square Candy Mold, TM-SQ-012	 	For depositing and
    processing candy	 	10
	Fleetwood
    Commercial 20qt Stand Mixer	 	Commercial
    Tabletop mixers	 	1
	Commerical
    Oven Range	 	4
    Burners 1 Baker Oven	 	2
	Proofing
    Sheet Storage Racks	 	End
    Load Enclosed Bun / Sheet Pan	 	2
	Tabletop
    Commercial Scales	 	Approved
    for Trade Industrial cooking scales	 	1
	Large
    folding stepping ladder	 	Folding step ladder	 	1
	Kitchen
    Utensils	 	Pans, Spoons, Bowls,
    Containers, Pots	 	1
	Reach
    in Single Fridge	 	9
    Cubic feet	 	2
	Undercounter
    Reach in Single Fridge	 	4
    Cubic Feet	 	2
	Reach
    in Double Freezer	 	18 Cubic feet	 	1
	Wire
    Shelving	 	General
    Storage	 	2
	Stand
    for Commercial 20qt Mixer	 	Stand
    for commercial mixer	 	1
	6
    ft Stainless Steel Prep Table	 	Workstation
    for infusion kitchen	 	2
	Branding
    Packaging and Design plus existing packaging	 	 	 	1