MASTER
PROPERTY 


 


PURCHASE
AND SALE AGREEMENT


 


BETWEEN


 


DEEP
BLUE ENTERPRISES, LLC


a
Colorado Limited Liability Company


 


AS


 


SELLER


 


AND


 


CANNA-LIFE
CORPORATION


a
Colorado Corporation


 


AS


 


PURCHASER


 


 


 


 


April 30, 2014


 


 


 


 




    	 



    	 



    

 


MASTER
PROPERTY 


PURCHASE
AND SALE AGREEMENT


 


THIS
MASTER PROPERTY PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of the 30th day of April, 2014 (the
“Effective Date”), by and between Deep Blue Enterprises LLC, a Colorado limited liability company (“Seller”),
having an office at 2855 Monaco Parkway Drive, Denver, CO 80207 and Canna-Life Corporation, a Colorado corporation (“Purchaser”),
having an office at 1624 Market Street, Suite 202, Denver, CO 80202. Seller and Purchaser are sometimes referred to herein individually
as a “Party” or collectively as the “Parties.”


 


RECITALS


 


A.WHEREAS,
on April 30, 2014, Seller and New Alternatives Consulting LLC (“New Alternatives”) entered into an assignment
agreement, a true and correct copy of which is attached as Annex I (the “New Alternatives Assignment Agreement”),
pursuant to which New Alternatives granted to Seller all of its rights, title and interests to the Properties (as defined below).


 


B.WHEREAS,
Seller has the right to sell and convey, without lien or encumbrance, and wishes to sell and convey certain real property, improvements
and other property located in: (i) Lafayette, Boulder County, Colorado, commonly known as the “Isabelle Property”;
and (ii) Avondale, Pueblo County, Colorado, commonly known as the “Pueblo Property.”


 


C.WHEREAS,
Purchaser wishes to purchase that certain real property, improvements and other property commonly known as the Isabelle Property
and the Pueblo Property in fee simple, without lien or encumbrance.


 


D.WHEREAS,
Scott Weakly Family Properties (“Madison St. Property Owner”) and Madison Growers, LLC (“Madison Growers”)
entered into that certain “Lease and Option to Purchase Agreement” on or about April 12, 2014, a true and correct
copy of which is attached hereto as Annex II and incorporated herein by reference (“Madison St. Lease/Option Agreement”),
pursuant to which Madison Growers was given the contractual right to lease (the “Madison St. Lease”) and the
option to purchase in fee simple and without lien or encumbrance (the “Madison St. Option”) that certain real
property, improvements and other property commonly known as the “Madison St. Property” located in Denver, Colorado
(the “Madison St. Lease/Option”).


 


E.WHEREAS,
with the express written consent of Madison St. Property Owner, Madison Growers and Seller entered into that certain assignment
agreement on or about April 12, 2014, a true and correct copy of which is attached hereto as Annex III and incorporated herein
by reference (“Madison St. Assignment Agreement”), pursuant to which Madison Growers had duly assigned all
of its rights, title and interest in the Madison St. Lease/Option to New Alternatives.


 


F.WHEREAS,
Seller has the right, and has obtained all necessary consents in writing and paid all relevant fees, to sub-lease the Madison
St. Property and wishes to sub-lease the Madison St. Property to Purchaser in accordance with the terms and conditions of this
Agreement.


 


G.WHEREAS,
the Madison St. Owner has provided written consent authorizing the sub-lease of the Madison St. Property by Seller to Purchaser.


 


H.WHEREAS,
upon payment by Purchaser of the Final Payment (as defined below), Seller desires to exercise the Madison St. Option
and obtain from the Madison St. Property Owner the Madison St. Property in fee simple without lien or encumbrance.


 


I.WHEREAS,
upon payment by Purchaser of the Final Payment (as defined below) and exercise of the Madison St. Option, Seller
shall own in fee simple and have the right to sell and convey, without lien or encumbrance, the Madison St. Property to Purchaser.


 


J.WHEREAS,
upon payment by Purchaser of the Final Payment (as defined below) and exercise of the Madison St. Option, Purchaser wishes
to purchase the Madison St. Property in fee simple, without lien or encumbrance, from Seller.


 


K.WHEREAS,
upon payment by Purchaser of the Final Payment (as defined below), which the Parties agree includes all funds necessary
to duly exercise the Madison St. Option as set forth in the Madison St. Lease/Option Agreement, and exercise of the Madison St.
Option by Seller, the Madison St. Owner shall convey all rights, title and interests in the Madison St. Property to Purchaser
in fee simple, without lien or encumbrance.


 


L.WHEREAS,
in consideration of the premises, mutual promises, and obligations set forth, both parties agree to the terms described herein
below.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth herein, Purchaser and Seller agree as follows:


 


ARTICLE
I


PURCHASE;
SALE; RIGHT TO USE


 


1.1
Agreement of Purchase and Sale of the Isabelle Property. Subject to the terms and on the conditions set forth in this
Agreement, Seller agrees to sell and convey and Purchaser agrees to purchase the following, in fee simple:


 


(a) that
land situated in Lafayette, Boulder County, Colorado, more particularly described on Exhibit A-1, together with all
and singular the rights and appurtenances pertaining to such property, including any right, title and interest of Seller in and
to adjacent streets, alleys or rights-of-way (the property described in clause (a) of this Section 1.1 and Exhibit
A-1 are referred to collectively as the “Isabelle Land”);


 


(b) the
buildings, structures, fixtures and other improvements on the Isabelle Land, including, without limitation, that certain greenhouse
facility (“Isabelle Greenhouse”) consisting of approximately 42,000 square feet, and related facilities and
improvements (collectively, the “Isabelle Improvements”);


 


(c) all
of Seller's right, title and interest in and to all tangible personal property upon the Isabelle Land or within the Isabelle Improvements,
and other items of personal property used exclusively in connection with the operation of the Isabelle Land and the Isabelle Improvements
(the property described in clause (c) of this Section 1.1 is referred to collectively as the “Isabelle
Personal Property”);


 


(d) all
of Seller's right, title and interest in and to those certain leases (the “Isabelle Leases”) more fully described
on Exhibit B-1 (the “Isabelle Lease Schedule”);


 


(e) all
of Seller's right, title and interest in and to (i) all assignable contracts and agreements (collectively, the “Isabelle
Operating Agreements”) listed and described on Exhibit C-1 (the “Isabelle Operating Agreements
Schedule”), relating to the upkeep, repair, maintenance or operation of the Isabelle Land, Isabelle Improvements or
Isabelle Personal Property which will extend beyond the date of “Closing” (as such term is defined in Section 4.1),
and (ii) all assignable existing warranties and guaranties issued to Seller in connection with the Improvements or the Isabelle
Personal Property (the property described in clause (e) of this Section 1.1 is referred to collectively as the
“Isabelle Intangibles”); and,


 


(f) all
transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental
agency, department, board, commission, bureau or other entity or instrumentality (collectively, the “Isabelle Licenses”),
including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning (collectively,
the “Isabelle Approvals”) as listed on Exhibit D-1;


 


1.2
Agreement of Purchase and Sale of Pueblo Property. Subject to the terms and on the conditions set forth in this Agreement,
Seller agrees to sell and convey and Purchaser agrees to purchase the following, in fee simple:


 


(a) that
land situated in Avondale, Pueblo County, Colorado, more particularly described on Exhibit A-2, together with all
and singular the rights and appurtenances pertaining to such property, including any right, title and interest of Seller in and
to adjacent streets, alleys or rights-of-way (the property described in clause (a) of this Section 1.2 and Exhibit
A-2 are referred to collectively as the “Pueblo Land”);


 


(b) the
buildings, structures, fixtures and other improvements on the Pueblo Land, and related facilities and improvements (collectively,
the “Pueblo Improvements”);


 


(c) all
of Seller's right, title and interest in and to all tangible personal property upon the Pueblo Land or within the Pueblo Improvements,
and other items of personal property used exclusively in connection with the operation of the Pueblo Land and the Pueblo Improvements
(the property described in clause (c) of this Section 1.2 is referred to collectively as the “Pueblo
Personal Property”);


 


(d) all
of Seller's right, title and interest in and to those certain leases (the “Pueblo Leases”) more fully described
on Exhibit B-2 (the “Pueblo Lease Schedule”);


 


(e) all
of Seller's right, title and interest in and to (i) all assignable contracts and agreements (collectively, the “Pueblo
Operating Agreements”) listed and described on Exhibit C-2 (the “Pueblo Operating Agreements Schedule”),
relating to the upkeep, repair, maintenance or operation of the Pueblo Land, Pueblo Improvements or Pueblo Personal Property which
will extend beyond the date of “Closing” (as such term is defined in Section 4.1), and (ii) all
assignable existing warranties and guaranties issued to Seller in connection with the Pueblo Improvements or the Pueblo Personal
Property (the property described in clause (e) of this Section 1.2 is referred to collectively as the “Pueblo
Intangibles”); and,


 


(f) all
transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental
agency, department, board, commission, bureau or other entity or instrumentality (collectively, the “Pueblo Licenses”),
including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning (collectively,
the “Pueblo Approvals”) as listed on Exhibit D-2;


 


1.3
Sub-Lease of Madison St. Property; Exercise of Madison St. Option; Agreement of Purchase and Sale of Madison St. Property.


 


(a)Sub-Lease
of Madison St. Property. Pursuant to Section 9.01 of the Madison St. Lease/Option Agreement and with the written consent of
the Madison St. Owner, Seller agrees to sub-lease to Purchaser the following property (collectively referred to as the “Madison
St. Property”):


 


(i) that
land situated in Denver, Colorado, more particularly described on Exhibit A-3, together with all and singular the rights
and appurtenances pertaining to such property, including any right, title and interest of Seller in and to adjacent streets, alleys
or rights-of-way (the property described in clause (a) of this Section 1.3 and Exhibit A-3 are referred to collectively as the
“Madison St. Land”);


 


(ii) the
buildings, structures, fixtures and other improvements on the Madison St. Land, and related facilities and improvements (collectively,
the “Madison St. Improvements”);


 


(iii) all
of Seller's right, title and interest in and to all tangible personal property upon the Madison St. Land or within the Madison
St. Improvements, and other items of personal property used exclusively in connection with the operation of the Madison St. Land
and the Madison St. Improvements (the property described in clause (c) of this Section 1.3 is referred to collectively
as the “Madison St. Personal Property”);


 


(iv) all
of Seller's right, title and interest in and to those certain leases (the “Madison St. Leases”) more fully
described on Exhibit B-3 (the “Madison St. Lease Schedule”);


 


(v) all
of Seller's right, title and interest in and to (i) all assignable contracts and agreements (collectively, the “Madison
St. Operating Agreements”) listed and described on Exhibit C-3 (the “Madison St. Operating Agreements
Schedule”), relating to the upkeep, repair, maintenance or operation of the Madison St. Land, Madison St. Improvements
or Madison St. Personal Property which will extend beyond the date of “Closing” (as such term is defined in Section 4.1),
and (ii) all assignable existing warranties and guaranties issued to Seller in connection with the Madison St. Improvements
or the Madison St. Personal Property (the property described in clause (e) of this Section 1.3 is referred to
collectively as the “Madison St. Intangibles”); and,


 


(vi) all
transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental
agency, department, board, commission, bureau or other entity or instrumentality (collectively, the “Madison St. Licenses”),
including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning (collectively,
the “Madison St. Approvals”) as listed on Exhibit D-3.


 


(b)Exercise
of Madison St. Option. Upon payment by Purchaser of the “Final Payment” (as defined below), Seller shall
exercise the Madison St. Option and obtain ownership of the Madison St. Property in fee simple without lien or encumbrance.


 


(c)Agreement
of Purchase and Sale of Madison St. Property. Upon payment by Purchase of the “Final Payment” (as defined
below) and exercise by Seller of the Madison St. Option, Seller shall convey to Purchaser the Madison St. Property in fee simple
without lien or encumbrance.


 


1.4
Property Defined. The property described in Section 1.1, Section 1.2 and Section 1.3 are
referred to individually and collectively in this Agreement as the “Property” or the “Properties.”


 


1.5
Permitted Exceptions. The Properties shall be conveyed subject to the matters which are, or are deemed to be, permitted
exceptions pursuant to Article II (collectively, the “Permitted Exceptions”).


 


1.6
Purchase Price. Seller shall sell and Purchaser shall purchase the Properties for a total of TWELVE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($12,500,000) (the “Purchase Price”), which shall be payable pursuant to the following payment
schedule:


 


(a)Deposit.
Upon execution of this Agreement, Purchaser shall have remitted to Seller, or Seller’s affiliate or assign, a non-refundable
deposit in the aggregate amount of Fifty Thousand ($50,000) dollars (the “Deposit”);


 


(b)Second
Payment. Within 10 days from the date of execution of this Agreement, Purchaser shall remit or have remitted to Seller One
Million Five Hundred Thousand ($1,500,000) dollars (the “Second Payment”);


 


(c)Third
Payment. Within 90 days from the date of execution of this Agreement, Purchaser shall remit or have remitted to Seller Two
Million Five Hundred ($2,000,000) dollars (the “Third Payment”);


 


(d)Fourth
Payment. Within 180 days from the date of execution of this Agreement, Purchaser shall remit or have remitted to Seller Two
Million Five Hundred Thousand dollars ($2,500,000) (the “Fourth Payment”);


 


(e)Fifth
Payment. Within 270 days from the date of execution of this Agreement, Purchaser shall remit or have remitted to Seller Two
Million Five Hundred Thousand dollars ($2,500,000) (the “Fifth Payment”); and,


 


(f)Final
Payment. Within 360 days from the date of execution of this Agreement and subject to performance of Seller’s obligations
under Section 2.2 of this Agreement, Purchaser shall remit or have remitted to Seller Three Million Four Hundred Fifty Thousand
($3,450,000) dollars (the “Final Payment”).1 


 


1.7 Payments
Remitted; Application in Satisfaction of Purchase Price. The Parties hereby agree and acknowledge that a total of EIGHT HUNDRED
AND FIFTY THOUSAND DOLLARS ($850,000) (the “Prior Payment”) has been remitted to the Seller as of the date
of this Agreement and further hereby agree and acknowledge that such Prior Payment shall be applied to the Deposit and the Second
Payment as set forth in Section 1.6(a) and Section 1.6(b), respectively, due to Seller by Purchaser in accordance with the terms
and conditions of this Agreement. 


 


1.8
Delivery to Title Company. Upon payment in full of the Purchase Price as set forth in Section 1.5 of this Agreement,
the parties shall deposit an executed copy of this Agreement with a to be determined Title Company (“Title Company”)
and this Agreement shall (along with such supplementary instructions not inconsistent with this Agreement as either party hereto
may deliver to Title Company) serve as escrow instructions to Title Company for the consummation of the purchase and sale contemplated
hereby. Seller and Purchaser agree to execute such additional escrow instructions as Title Company may reasonably require and
which are not inconsistent with the provisions hereof; provided, however, that in the event of any conflict between the provisions
of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.


 


1.9Right
to Use.


 


(a)Isabelle
Property. Upon receipt by Seller of an aggregate amount of Three Million Five Hundred Thousand ($3,500,000) dollars of the
total Purchase Price (the “Isabelle Right to Use Date”), Purchaser shall: (i) be granted the sole and absolute
right to collect and receive all rents and other revenue generated from the Isabelle Property, (notwithstanding the foregoing,
the right to receive and collect revenue from the Isabelle Property, expressly excluded the right to collect and receive any revenue
generated from the sale or cultivation of cannabis thereon, as fully set forth in Section 4.6, hereof), enter the Isabelle Property
without restriction, make additional improvements and have the sole and absolute right to enjoy all benefits of unconditional
ownership of the Isabelle Property in fee simple, except as otherwise expressly provided for in this Agreement; and (ii) be responsible
for all costs of maintaining the property, including the payment of all applicable property taxes (collectively the “Isabelle
Right to Use”). Seller has the right to grant to Purchaser the Isabelle Right to Use in accordance with the terms and
conditions of this Agreement and shall evidence such right in the Seller’s Property Interest Ownership Documents, as defined
below. 


 


(b)Pueblo
Property. Upon receipt by Seller of an aggregate amount of Three Million Five Hundred Thousand ($3,500,000) dollars of the
total Purchase Price (the “Pueblo Right to Use Date”), Purchaser shall: (i) be granted the sole and absolute
right to collect and receive all rents and other revenue generated from the Pueblo Property, (notwithstanding the foregoing, the
right to receive and collect revenue from the Pueblo Property, expressly excluded the right to collect and receive any revenue
generated from the sale or cultivation of cannabis thereon, as fully set forth in Section 4.6, hereof), enter the Pueblo Property
without restriction, make additional improvements and have the sole and absolute right to enjoy all benefits of unconditional
ownership of the Pueblo Property in fee simple, except as otherwise expressly provided for in this Agreement; and (ii) be responsible
for all costs of maintaining the property, including the payment of all applicable property taxes (collectively the “Pueblo
Right to Use”). Seller has the right to grant to Purchaser the Pueblo Right to Use in accordance with the terms and
conditions of this Agreement and shall evidence such right in the Seller’s Property Interest Ownership Documents, as defined
below.


 


(c)Madison
St. Property. Immediately upon execution of this Agreement (the “Madison St. Right to Use Date”), Purchaser
shall: (i) be granted the sole and absolute right to the sole and absolute right to collect and receive all rents and other revenue
generated from the Madison St. Property, (notwithstanding the foregoing, the right to receive and collect revenue from the Madison
St. Property, expressly excluded the right to collect and receive any revenue generated from the sale or cultivation of cannabis
thereon, as fully set forth in Section 4.6, hereof), enter the Madison St. Property without restriction, make additional improvements
and have the sole and absolute right to enjoy all benefits of unconditional ownership of the Madison St. Property, except as otherwise
expressly provided for in this Agreement; (ii) be granted the sole and absolute right to enter into sub-leases or other similar
assignments in connection with the Madison St. Property; and (iii) be responsible for all costs of maintaining the Madison St.
Property, including the payment of all applicable property taxes (collectively the “Madison St. Right to Use”).
Seller has the right to grant to Purchaser the Madison St. Right to Use in accordance with the terms and conditions of this Agreement
and shall evidence such right in the Seller’s Property Interest Ownership Documents, as defined below.


 


(d)Definitions.


 


(i)Right
to Use. The Isabelle Right to Use, the Pueblo Right to Use and the Madison St. Right to Use shall be collectively referred
to hereinafter as the “Right to Use.”


 


(ii)Right
to Use Date. The Isabelle Right to Use Date, the Pueblo Right to Use Date and the Madison St. Right to Use Date shall be collectively
referred to hereinafter as the “Right to Use Date.”


 


1.10Assignment
and Renegotiation of Existing Leases. Upon payment in full of the Deposit as set forth in Section 1.6 of this Agreement, Seller
shall cause the “Leases” (which hereinafter refers to the Isabelle Leases, Pueblo Leases and Madison Leases
in the aggregate) to be renegotiated and amended on behalf of and for the benefit of Purchaser to reflect the assumption of all
of Seller’s rights, title and interests in the Leases by Purchaser and to include certain additional revised terms and conditions,
which shall be determined by Purchaser, in its sole discretion, at the time of the amendment of the Leases.


 


ARTICLE
II


CONFIRMATION
OF SELLER’S PROPERTY INTEREST, TITLE AND SURVEY


 


2.1Documents
Evidencing Seller’s Property Interest Ownership. Seller owns the Properties and/or has a contractual right to purchase
the Properties in fee simple and without lien or encumbrance (collectively the “Seller’s Property Rights”).
Seller shall obtain and deliver to Purchaser all documents evidencing ownership by Seller of its rights, title and interest in
the Properties (“Seller’s Property Interest Ownership Documents”) within ten (10) days from the date
of execution hereof. The Seller’s Property Interest Ownership Documents shall include, but are not limited to, the following:
(i) identity of all of the owners of an interest in the Properties (the “Owners”); (ii) documents evidencing
ownership of the Properties in fee simple by the Owners, in the aggregate; (iii) documents evidencing ownership of the Seller’s
Property Rights by the Seller; (iv) documents evidencing Seller’s right to sub-lease to Purchaser the Madison St. Property;
(v) documents evidencing Seller’s right to grant to Purchaser the Right to Use, as defined above; and (vi) certificates
of warranty executed by the Seller and the Owners, duly notarized by a Notary Public, confirming that: (a) the Owners, in the
aggregate, own fee simple title to the Properties and that such title is marketable, insurable, alienable, divisible, assignable
and free and clear of all liens and encumbrances; (b) Seller’s Property Rights were duly authorized, executed, and granted
by the Owners to Seller and thereby grants Seller the right to sell, transfer and/or sub-lease the Properties to Purchaser in
accordance with the terms of this Agreement; (c) Seller has the right to grant to Purchaser the Right to Use; (d) Seller is authorized
and has the capacity to exercise the Seller’s Property Rights; and (e) upon exercise of the Seller’s Property Rights
in accordance with the terms of this Agreement, Seller shall obtain title to the Properties from the Owners in fee simple, without
lien or encumbrance, and shall be authorized and have the capacity to convey to Purchaser such title to the Properties in fee
simple without lien or encumbrance.





2.2Exercise
of Seller’s Property Rights. On or prior to receipt by Seller of the Final Payment (unless otherwise agreed in writing
by the Parties), Seller shall: (i) have exercised the Seller’s Property Rights in accordance with its terms and have full
fee simple title to the Properties, which shall be marketable, insurable and transferable to Purchaser without lien or encumbrance;
and (ii) convey to Purchaser documents evidencing: (a) valid exercise of the Seller’s Property Rights by Seller; (b) valid
conveyance of fee simple title to the Properties from the Owners to the Seller; and (c) ownership of the Properties by Seller
in fee simple without lien or encumbrance. In the event that Seller has not exercised its Seller’s Property Rights, obtained
fee simple title to the Properties or otherwise performed its obligations under this Agreement by the date the Final Payment is
due from Purchaser, Purchaser shall have the right to withhold payment of the Final Payment to Seller until such time Seller obtains
fee simple title to the Properties that is marketable, insurable and transferable to Purchaser without lien or encumbrance.


 


2.3Title
Examination. Seller shall obtain and deliver, to Purchaser from the Title Company, a title insurance report (the “Title
Commitment”) covering the Properties within ten (10) days from the date of execution hereof (the Effective Date of this
Agreement through the expiration of the Inspection Period, as defined below, shall the referred to hereinafter as the “Title
Examination Period”). The Title Commitment shall contain all customary warranties and representations as to marketable
and insurable fee simple title to the Properties in the name of Seller, or the Owners, if any, free and clear of all liens and
encumbrances except as stated in this Agreement, and shall contain all other standard warranties and representations upon which
purchasers of property may rely upon in acquiring properties with fee simple title.


 


2.4
Survey. During the Inspection Period, Seller shall deliver to Purchaser and the Title Company, Seller's existing survey
of the Properties (the “Survey”). Purchaser may, at its sole cost and expense, update and recertify the Survey.


 


2.5
Title Objections; Cure of Title Objections. Purchaser shall have until the date of expiration of the Inspection Period,
as defined below, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment,
the Survey or the Seller’s Property Interest Ownership Documents. Any item contained in the Title Commitment, any matter
shown on the Survey or any matter contained in the Seller’s Property Interest Ownership Documents to which Purchaser does
not object prior to the expiration of the Inspection Period shall be deemed a “Permitted Exception.” In the
event Purchaser shall notify Seller of objections to items in the Title Commitment, matters shown on the Survey or matters shown
on the Seller’s Property Interest Ownership Documents prior to the expiration of the Inspection Period, Seller shall have
the right, but not the obligation, to cure such objections. Within ten (10) days after receipt of Purchaser's notice of objections,
Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. If Seller elects to attempt
to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2, Seller
shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled
to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed sixty
(60) days after the date for Closing set forth in Section 4.1. If Seller elects not to cure any objections specified
in Purchaser's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been
adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Properties subject to the Permitted
Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and with reduction
of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery
of such notice of termination, this Agreement shall terminate, and thereafter neither party shall have any further rights, obligations
or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination
of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having
commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof;
Purchaser shall, within five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall
elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii) of this Section 2.5.
If any of Purchaser's objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or
mechanic's liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent,
notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient
to cause the Title Company to insure over such objections) any such Purchaser's objections at Closing.


 


2.6Conveyance
of Title. At Closing, Seller shall convey and transfer to Purchaser such titles to the Properties as will enable the Title
Company to issue to Purchaser, at Purchaser's expense, ALTA owner's policies of title insurance (the “Title Policy”)
covering the Properties, in the full amount of the Purchase Price. Notwithstanding anything contained herein to the contrary,
the Properties shall be conveyed subject only to the following matters, which shall be deemed to be Permitted Exceptions:


 



 


(a) the
rights of tenants, as tenant only, under the Leases;



 


(b) the
lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment
as herein provided;


 


(c) local,
state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances
and regulations, now or hereafter in effect relating to the Properties; and,


 


(d) items
appearing of record or shown on the Survey, general and specific plans and planned development permits, and, in either case, not
objected to by Purchaser or waived or deemed waived by Purchaser.


 


2.7
Pre-Closing “Gap” Title Defects. Whether or not Purchaser shall have furnished to Seller any notice of
title objections pursuant to the foregoing provisions of this Agreement, Purchaser may, at or prior to Closing, notify Seller
in writing of any objections to title first raised by the Title Company or the Surveyor between (a) the date of Purchaser's
receipt of the Title Commitment and (b) the date on which the transaction contemplated herein is scheduled to close. With
respect to any objections to title set forth in such notice, Seller shall have the same option to cure and Purchaser shall have
the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any notice of objections
made by Purchaser before the expiration of the Inspection Period. If Seller elects to attempt to cure any such matters, the date
for Closing shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension
exceed sixty (60) days after the date for Closing. Seller shall not, after the Effective Date, subject the Properties to
or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or
seek any zoning changes without Purchaser's prior written consent.


 


ARTICLE
III


INSPECTION
PERIOD; CERTAIN AGREEMENTS


 


3.1
Right of Inspection. During the period beginning upon the Effective Date and ending at 5:00 p.m. (local time at the
Properties) on the date which is twenty-five (25) days thereafter (hereinafter referred to as the “Inspection Period”),
Purchaser shall have the right to make a physical inspection of the Properties and to examine at such place or places at the Properties
designated by Seller, or elsewhere as the same may be located, any operating files maintained by Seller or Manager in connection
with the operations, current maintenance and management of the Properties, including, without limitation, the Leases, lease files,
insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Properties,
correspondence, surveys, plans and specifications, warranties for services and materials provided to the Properties, environmental
audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management
of the Properties such as, without limitation, tax records and similar proprietary, elective or confidential information. Purchaser
understands and agrees that any on-site inspections of the Properties shall be conducted upon at least twenty-four (24) hours’
prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably
interfere with the use of the Properties by Seller or its tenants nor shall Purchaser's inspection damage the Properties in any
respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller's prior written consent,
not to be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the
industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to
inspections or tests on the Properties, Purchaser shall restore the Properties to a condition which is as near to its original
condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall
not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants of the Properties
without obtaining Seller's prior consent and shall not disrupt Seller's or any tenant's activities on the Properties. Purchaser
agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’
fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Properties by Purchaser or
its agents, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller
shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller
and Purchaser. Seller has delivered to Purchaser or made the same available for reviewing or printing the following (the “Submission
Matters”):


 


		1.	Leases
                                                                                                                              and
                                                                                                                              agreements
                                                                                                                              for
                                                                                                                              any
                                                                                                                              leased
                                                                                                                              items
                                                                                                                              of
                                                                                                                              personal
                                                                                                                              property.





		2.	To
                                                                                                                              the
                                                                                                                              extent
                                                                                                                              in
                                                                                                                              Seller's
                                                                                                                              possession,
                                                                                                                              copies
                                                                                                                              of
                                                                                                                              all
                                                                                                                              Licenses
                                                                                                                              (which
                                                                                                                              hereinafter
                                                                                                                              refers
                                                                                                                              to
                                                                                                                              the
                                                                                                                              Isabelle
                                                                                                                              Licenses,
                                                                                                                              Pueblo
                                                                                                                              Licenses
                                                                                                                              and
                                                                                                                              Madison
                                                                                                                              Licenses
                                                                                                                              in
                                                                                                                              the
                                                                                                                              aggregate)
                                                                                                                              and
                                                                                                                              Approvals
                                                                                                                              (which
                                                                                                                              hereinafter
                                                                                                                              refers
                                                                                                                              to
                                                                                                                              the
                                                                                                                              Isabelle
                                                                                                                              Approvals,
                                                                                                                              Pueblo
                                                                                                                              Approvals
                                                                                                                              and
                                                                                                                              Madison
                                                                                                                              Approvals
                                                                                                                              in
                                                                                                                              the
                                                                                                                              aggregate).





		3.	The
                                                                                                                              operating
                                                                                                                              and
                                                                                                                              capital
                                                                                                                              expenditure
                                                                                                                              budget
                                                                                                                              for
                                                                                                                              the
                                                                                                                              Properties
                                                                                                                              for
                                                                                                                              the
                                                                                                                              current
                                                                                                                              calendar
                                                                                                                              year.





		3.	The
                                                                                                                              operating
                                                                                                                              and
                                                                                                                              capital
                                                                                                                              expenditure
                                                                                                                              budget
                                                                                                                              for
                                                                                                                              the
                                                                                                                              Properties
                                                                                                                              for
                                                                                                                              the
                                                                                                                              current
                                                                                                                              calendar
                                                                                                                              year.



		4.	Copies
                                                                                                                              of
                                                                                                                              receipts
                                                                                                                              for
                                                                                                                              all
                                                                                                                              personal
                                                                                                                              property
                                                                                                                              taxes
                                                                                                                              and
                                                                                                                              ad
                                                                                                                              valorem
                                                                                                                              taxes
                                                                                                                              and
                                                                                                                              special
                                                                                                                              assessments
                                                                                                                              assessed
                                                                                                                              against
                                                                                                                              the
                                                                                                                              Properties
                                                                                                                              for
                                                                                                                              the
                                                                                                                              current
                                                                                                                              calendar
                                                                                                                              year
                                                                                                                              and
                                                                                                                              prior
                                                                                                                              three
                                                                                                                              calendar
                                                                                                                              years.



		5.	Copies
                                                                                                                              of
                                                                                                                              any
                                                                                                                              environmental
                                                                                                                              assessments
                                                                                                                              for
                                                                                                                              the
                                                                                                                              Properties
                                                                                                                              in
                                                                                                                              Seller's
                                                                                                                              possession.



		6.	Copies
                                                                                                                              of
                                                                                                                              any
                                                                                                                              parking,
                                                                                                                              structural,
                                                                                                                              mechanical
                                                                                                                              or
                                                                                                                              other
                                                                                                                              engineering
                                                                                                                              reports
                                                                                                                              or
                                                                                                                              studies
                                                                                                                              related
                                                                                                                              to
                                                                                                                              the
                                                                                                                              Properties
                                                                                                                              in
                                                                                                                              Seller's
                                                                                                                              possession.



		7.	A
                                                                                                                              copy
                                                                                                                              of
                                                                                                                              Seller's
                                                                                                                              title
                                                                                                                              insurance
                                                                                                                              policy
                                                                                                                              and
                                                                                                                              Survey.



		8.	A
                                                                                                                              schedule
                                                                                                                              of
                                                                                                                              any
                                                                                                                              pending
                                                                                                                              litigation
                                                                                                                              affecting
                                                                                                                              the
                                                                                                                              Properties.



		9.	Copies
                                                                                                                              of
                                                                                                                              any
                                                                                                                              zoning
                                                                                                                              and
                                                                                                                              utility
                                                                                                                              letters
                                                                                                                              affecting
                                                                                                                              the
                                                                                                                              Properties.



		10.	Seller’s
                                                                                                                               Property
                                                                                                                               Interest
                                                                                                                               Ownership
                                                                                                                               Documents



 


3.2
Right of Termination. In the event Purchaser determines (such determination to be made in Purchaser's sole discretion)
that the Properties are not suitable for its purposes, Purchaser shall have the right to terminate this Agreement by giving written
notice thereof to Seller prior to Closing.


 


ARTICLE
IV


CLOSING


 


4.1
Time and Place. The Parties shall conduct an escrow closing (the “Closing”) on such date which is
five (5) days after the Final Payment of the Purchase Price has been tendered by Purchaser to Seller, or such later date
as the same may be extended to pursuant to Section 2.5 or 2.7 (the “Closing Date”). In the event
the Closing does not occur on or before the Closing Date, the Title Company shall, unless it is notified by both Seller and Purchaser
to the contrary within three (3) days after the Closing Date, return to the depositor thereof items which were deposited
thereunder; any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to
close. At Closing, Seller and Purchaser shall perform the obligations set forth in, respectively, Section 4.2 and
Section 4.3, the performance of which obligations shall be concurrent conditions to the obligations of Seller and
Purchaser to close.


 


4.2
Seller's Obligations at Closing. Not less than one business day prior to Closing, Seller shall deliver to Title Company:


 


(a) a
duly executed grant deed in the form of Exhibit H, conveying the “Land” (which hereinafter refers
to the Isabelle Land, Pueblo Land and Madison Land in the aggregate) and “Improvements” (which hereinafter
refers to the Isabelle Improvements, Pueblo Improvements and Madison Improvements in the aggregate), subject only to the Permitted
Exceptions; the warranty of title in the Deed will be only as to claims made by, through or under Seller and not otherwise;


 


(b) four
(4) duly executed counterparts of a bill of sale in the form of Exhibit I in connection with each of the Properties;


 


(c) four
(4) duly executed counterparts of an assignment and assumption agreement with respect to the Leases in the form of Exhibit J
in connection with each of the Properties;


 


(d) duly
executed notices in the form of Exhibit L which Purchaser shall send to tenants informing them of the sale of the
Properties and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable
any security deposits) and directing that all rent and other sums payable after the Closing under the Leases shall be paid as
set forth in the notice;


 


(e) a
certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized officer thereof, stating that
the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the
date of Closing (with appropriate modifications of those representations and warranties made in Section 5 to reflect
any changes therein including without limitation any changes resulting from actions under Section 5) or identifying
any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to
the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach
of representation or warranty which results from any change that is expressly permitted under the terms of this Agreement or is
beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change which is not permitted
hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment
of the condition set forth in Section 4.18(b); if, despite changes or other matters described in such certificate,
the Closing occurs, Seller's representations and warranties set forth in this Agreement shall be deemed to have been modified
by all statements made in such certificate;


 


(f) such
evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf
of Seller;


 


(g) the
Leases and licenses and permits, if any, in the possession of Seller or Seller's agents, together with such property files and
records which are material in connection with the continued operation, leasing and maintenance of the Properties which, at Purchaser's
election, may be delivered outside of Escrow on the Closing Date; and,


 


(h) such
agreements, affidavits or other documents as may be required by the Title Company to issue the title policies to Purchaser subject
only to the Permitted Title Exceptions and to eliminate such standard exceptions and to issue such endorsements thereto which
may be eliminated and issued under applicable State law and which are customarily required by institutional investors purchasing
property comparable to the Properties.


 


Purchaser
shall cooperate with Seller for a period of two (2) years after the Closing in case of Seller's need in response to any legal
requirements, tax audits, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its
agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought
by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records, which right shall
survive the Closing.


 


4.3
Purchaser's Obligations at Closing. At or prior to Closing, Purchaser shall deliver to Title Company or in the case
of the Purchase Price to the Seller:


 


(a) the
full amount of the Purchase Price, it being agreed that at Closing the Prior Payment shall be applied towards payment of the Purchase
Price;


 


(b) four
(4) duly executed counterparts of the instruments described in Sections 4.2(b), 4.2(c), 4.2(d), 4.2(h),
4.2(k) and 4.2(l) in connection with each of the Properties;


 


(c) such
evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf
of Purchaser;


 


(d) such
additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement; and


 


(e) the
Closing Statement.


 


4.4
Title Company's Obligations at Closing. At Closing, Title Company shall:


 


(a) at
such time as Title Company holds notice that the entire Purchase Price has been delivered to Seller, Title Company shall record
and file the Deeds in the Official Records of Boulder County, Colorado, the Official Records of Pueblo County, Colorado and the
Official Records of Denver County, Colorado (as applicable).


 


(b) deliver
to each of Seller and Purchaser two (2) fully executed counterparts of the instruments described in Sections 4.2(b),
4.2(c), 4.2(d), 4.2(h), 4.2(k) and 4.2(l) in connection with each of the Properties;


 


(c) deliver
to Purchaser fully executed originals of the notices described in Section 4.2(e) and the certificate described in Section 4.2(f),
and deliver copies of each of such instruments to Seller;


 


(d) deliver
to each of Seller and Purchaser a fully executed counterpart of the documents described in Sections 4.2(j) and 4.2(m);
and


 


(e) deliver
to Seller and Purchaser the Closing Statement prepared by Title Company and approved by Seller and Purchaser. The parties will
endeavor to cause the Title Company to submit a preliminary draft of the Closing Statement not less than two (2) business
days prior to Closing.


 


4.5
Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 P.M. local
time at the Properties, on the day immediately preceding the Right to Use Date of the respective Property (the “Apportionment
Date”). Where applicable, the apportionments shall be made by the Purchaser and Seller pursuant to and as defined in
Section 4.17.


 


(a) Amounts
paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof.
At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases
or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied
against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller
and Purchaser after the Closing Date shall be delivered as follows: (a) if Seller hereafter collects any unpaid or delinquent
rent for the Properties, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter
within fifteen (15) days after the receipt thereof, and (b) if Purchaser hereafter collects any unpaid or delinquent
rent from the Properties, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing
within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that (i) all rent received by Seller after
the date of Closing shall be applied first to delinquent rentals, if any, in the order of their maturity, and then to current
rentals, and (ii) all rent received by Purchaser after the date of Closing shall be applied first to current rentals and
then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect
all rents in the usual course of Purchaser's operation of the Properties, but Purchaser will not be obligated to institute any
lawsuit or other collection procedures to collect delinquent rents. Purchaser hereby assumes responsibility for the payment of
any unpaid leasing commissions and tenant inducement costs with respect to the Properties under the Leases from and after the
Effective Date.


 


(b) General
real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or
charge levied or assessed against the Properties (collectively, the “Taxes”), relating to the Properties for
the year in which Closing occurs. If the Closing shall occur before the actual Taxes for the year of Closing are known, the apportionment
of Taxes shall-be upon the basis of the latest available tax rates and assessed value of the Properties, provided that, if the
Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal
of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days
from and after the date that the final invoices for taxes for the Properties for the year in which the Closing occurs are issued
by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and
Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if
Seller undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or any previous
year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing
occurs shall be prorated as of the Apportionment Date. All Taxes assessed for periods after the date of Closing shall be paid
by Purchaser.


 


(c) With
respect to electricity, telephone, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”),
Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately
prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser
shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained,
charges for all Utilities for which readings were not obtained shall be prorated as of the Apportionment Date based upon the per
diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual
reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of
Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due
upon such adjustment.


     


4.6
Property Not Included In Sale. The following shall not be included in the Properties to be sold, leased or otherwise
owned by Purchaser hereunder, any marijuana plants in whatever form, i.e. seeds, plants, stems, flowers, leaves or any other things
that may be derived therefrom, including any cash being kept on the property which is derived in any way, either directly or indirectly,
from the production, sale or cultivation of marijuana belonging to any current tenant occupying the Land or Improvements thereon.The
foregoing exclusions shall not apply to the collection and receipt of rents derived through the Purchasers normal course of business.



 


4.7
Settlement of Apportionments. If the computation of the apportionments and adjustments described in this Section 4
shows that a net amount is owed by Seller to Purchaser, such amount shall be credited against the Purchase Price as provided
for in Section 1.6. If such computation shows that a net amount is owed by Purchaser to Seller, such amount shall be paid
by wire transfer to Seller by Purchaser on the Closing Date in addition to the payment of the cash portion of the Purchase Price
to be made by Purchaser under Section 1.6.


 


4.8Post-Closing
Collections and Adjustments. Concurrently with the Closing, representatives of Seller and Purchaser shall cause a preliminary
closing statement to be prepared reflecting their respective closing costs, the apportionments, the payment of the Purchase Price
and all other terms of this Agreement affecting or relating to the amount of and adjustments to the consideration to be paid for
the Properties. In the event either Purchaser or Seller becomes aware of any item in the closing statement which requires adjustment
as a result of new information or the ascertainment of actual amounts for items which are the subject of estimates at Closing,
it shall promptly advise the other in writing and provide such supporting documentation as shall reasonably be required. Upon
the ninetieth (90th) day following the date of Closing, or earlier upon mutual agreement of the parties, Purchaser or Seller,
as the case may be, shall make such additional payment or refund as shall be required by the aggregate of any such post-Closing
adjustments, and a final closing statement shall be prepared to reflect such revisions, subject only to subsequent adjustments
provided for in Section 4.5. In addition, if accurate allocations cannot be made at Closing or on the final closing
statement because current bills are not then obtainable (as, for example, in the case of utility bills or real estate or personal
property taxes), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to
adjustment upon receipt of the final bill or other evidence of the applicable revenue or expense. The obligation to make the adjustment
shall survive the Closing. Any revenue received or expense incurred by Seller or Purchaser with respect to the Properties after
the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse
any amount due. This provision shall not merge with the grant deed delivered hereunder but shall survive Closing.


 


4.9
Closing Statement. On the day of or on the day prior to the day of Closing, Purchaser and Seller shall make such inventories
and examinations as Purchaser and Seller may deem necessary, make the apportionments, adjustments and prorations required under
this Agreement. Purchaser and Seller shall make the apportionments described in this Article IV, except as specifically
set forth to the contrary herein. The determination shall be used in the preparation of the Closing statement which will show
the net amount of apportionments and adjustments due either to Seller or to Purchaser as the result of the prorations and credits
specified in this Article IV.


 


4.10
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder
shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may
be waived by Purchaser in its sole discretion:


 


(a) Seller
shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement,
including but not limited to, those provided for in Section 2.1, Section 2.2, Section 2.3, Section 2.4
and Section 4.2.


 


(b) All
of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects
as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser).


 


(c) Seller
shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and
observed by Seller as of the date of Closing, including but not limited to, those provided for in Article 5.


 


4.11
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall
be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be
waived by Seller in its sole discretion:


 


(a) Seller
shall have received the Purchase Price pursuant to and payable in substantially the manner provided for in this Agreement.


 


(b) Purchaser
shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including
but not limited to, those provided for in Section 4.3.


 


(c) All
of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects
as of the date of Closing.


 


(d) Purchaser
shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and
observed by Purchaser as of the date of Closing, including, but not limited to, those provided for in Article V.


 


ARTICLE
V


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


5.1
Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Purchaser
as of the Effective Date:


 


(a) Organization
and Authority. Seller has been duly organized and is validly existing and in good standing under the laws of Colorado. Seller
has the full right and authority to enter into this Agreement and, to transfer all of the Properties to be conveyed by Seller
pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein to be made by Seller. The person
signing this Agreement on behalf of Seller is authorized to do so. The execution and delivery of, and the performance by Seller
of its obligations under this Agreement do not, and will not contravene, or constitute a default under, any provision of applicable
law or regulation or any agreement, judgment, injunction, order, decree or other instrument binding upon Seller or to which the
Properties are subject, or result in the creation of any lien or other encumbrance on any asset of Seller. Seller has not applied
for or consented to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself
or of all or a substantial part of its property, admitted in writing its inability to pay its debts as they become due, made a
general assignment for the benefit of its creditors, filed a voluntary petition or commence a voluntary case or proceeding under
the Federal Bankruptcy Code (as now or hereafter in effect), been adjudicated a bankrupt or insolvent, failed to controvert in
a timely and appropriate manner, or acquiesced in writing to, any petition filed against it in an involuntary case or proceeding
under the Federal Bankruptcy Code (as now or hereafter in effect), or taken any corporate or partnership action for the purpose
of effecting any of the foregoing.


 


(b) Pending
Actions. There is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding pending,
or to Seller's knowledge, threatened against the Properties or the transaction contemplated by this Agreement, except for those
listed on Exhibit B to this Agreement, which, if adversely determined, could individually or in the aggregate have
a material adverse effect on title to the Properties or any portion thereof, could materially and adversely affect the business,
financial position or results of operations of Seller or the Properties, or which could in any material way interfere with the
consummation by Seller of the transaction contemplated by this Agreement.


 


(c) Leases.
Except as set forth in the Lease Schedule, to Seller's knowledge, there are no other leases or occupancy agreements to which Seller
is a party affecting the Properties. Seller has not received any advance rent or advance compensation under any Leases in excess
of one month. No brokerage commissions or compensation of any kind shall hereafter be due in connection with the Leases. To Seller's
knowledge, no party is in default under any Lease. Seller has received no notice of any intention by any of the parties to any
of the Leases to cancel the same. Seller does not represent or warrant that any of the Leases will be in force or effect at Closing
or that the tenants under the Leases will have performed its or their obligations thereunder. The termination of any of the Leases
prior to Closing by reason of the tenant's default or otherwise shall not affect the obligations of Purchaser under this Agreement
in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on
the part of Purchaser.


 


(d) Condemnation.
No condemnation proceedings relating to the Properties are pending or to Seller's knowledge, threatened.


 


(e) Violations.
Except as set forth on Exhibit T, to Seller's actual knowledge, Seller has received no written notice that the use
and operation of the Properties is not in full compliance with applicable building codes, environmental, zoning and land use laws,
and other applicable local, state and federal laws and regulations, and Seller has not received prior to the Effective Date any
written notification from any governmental or public authority (i) that the Properties are in violation of any applicable
fire, health, building, use, occupancy or zoning laws where such violation remains outstanding and, if unaddressed, would have
a material adverse effect on the use of the Properties as currently owned and operated or (ii) that any work is required
to be done upon or in connection with the Properties, where such work remains outstanding and, if unaddressed, would have a material
adverse effect on the use of the Properties as currently owned and operated.


 


(f) Taxes.
To Seller's best knowledge, all federal, state and local employment taxes, payroll taxes, excise taxes, occupancy or sales or
use taxes and real property (including secured personal property) taxes and assessments due and payable as of the date of this
Agreement in connection with the ownership or operation of the Land have been paid. All such taxes due and payable as of the date
of Closing will be timely paid by Seller.


 


(g) Insurance
Notices. Except as set forth in Exhibit U, Seller has not received prior to the Effective Date any written notice
from any insurance company or board of fire underwriters of any defects or inadequacies in or on the Properties or any part or
component thereof that would materially and adversely affect the insurability of the Properties or cause any material increase
in the premiums for insurance for the Properties that have not been cured or repaired.


 


(h) Environmental
Matters. Except as set forth in any environmental assessment reports in Seller's possession and delivered to Purchaser or
as otherwise disclosed in Exhibit V, Seller has received no written notification that any governmental or quasi-governmental
authority has determined that there are any violations of, or remediation obligations under any, environmental statutes, ordinances
or regulations affecting the Properties.


 


5.2
Survival of Seller's Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1,
as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(f),
shall survive Closing for a period of nine (9) months. No claim for a breach of any representation or warranty of Seller
shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other
matter of which Purchaser has notice under the further provisions of this Section 5, or which otherwise was known
to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand
and No/100 Dollars ($50,000), in which event the full amount of such claims shall be actionable, and (c) unless written notice
containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration
of said nine (9) month period and an action shall have been commenced by Purchaser against Seller within thirty (30) days
after the termination of the survival period provided for above in this Article 5. Purchaser agrees to first seek
recovery under any insurance policies or service contracts prior to seeking recovery from Seller, and Seller shall not be liable
to Purchaser if Purchaser's claim is satisfied from such insurance policies or service contracts.


 


5.3
Covenants of Seller. Seller hereby covenants with Purchaser as follows:


 


(a) From
the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to cause
the Land to be operated and shall maintain the Properties in a manner generally consistent with the manner in which it has been
operated and maintained prior to the date hereof.


 


(b) A
copy of any new lease or renewal or modification of any Lease which Seller wishes to execute between the Effective Date and the
date of Closing will be submitted to Purchaser for its approval prior to execution by Seller. Purchaser agrees to notify Seller
in writing within five (5) business days after its receipt thereof of either its approval or disapproval, including all tenant
inducement costs and leasing commissions to be incurred in connection therewith. In the event Purchaser informs Seller that Purchaser
does not approve such new Lease the renewal or modification of any existing Lease, which approval shall not be unreasonably withheld,
Seller shall not enter into such agreement. In the event Purchaser fails to notify Seller in writing of its approval or disapproval
within five (5) business days, such failure shall be deemed the approval by Purchaser. At Closing, Purchaser shall reimburse
Seller for any tenant inducement costs, leasing commissions or other expenses, including legal fees, incurred by Seller pursuant
to a new Lease or a renewal or a modification approved (or deemed approved) by Purchaser.


 


5.4
Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller:


 


(a) Purchaser
has the full right, power and authority to purchase the Properties as provided in this Agreement and to carry out Purchaser's
obligations hereunder, and all requisite action necessary to authorize Purchaser to enter into this Agreement and to carry out
its obligations hereunder have been, or by the Closing will have been, taken. The person signing this Agreement on behalf of Purchaser
is authorized to do so. The execution and delivery of, and the performance by Purchaser of its obligations under this Agreement
do not, and will not contravene, or constitute a default under, any provision of applicable law or regulation or any agreement,
judgment, injunction, order, decree or other instrument binding upon Purchaser, or result in the creation of any lien or
other encumbrance on any asset of Purchaser. Purchaser has not applied for or consented to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, admitted
in writing its inability to pay its debts as they become due, made a general assignment for the benefit of its creditors, filed
a voluntary petition or commence a voluntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect),
been adjudicated a bankrupt or insolvent, failed to controvert in a timely and appropriate manner, or acquiesced in writing to,
any petition filed against it in an involuntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect),
or taken any corporate or partnership action for the purpose of effecting any of the foregoing.


 


(b)There
is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending, or to Purchaser's
knowledge, threatened against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere
with the consummation of the transaction contemplated by this Agreement.


 


(c) Purchaser
has or will have funds available to it (including cash, other liquid assets and debt available for the within transaction) sufficient
to pay the Purchase Price and otherwise fulfill Purchaser's obligations under this Agreement.


 


(d) The
execution, delivery and performance by Purchaser of this Agreement will not (i) conflict with, or result in any breach or violation
of or default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, indenture, lease,
license, permit, agreement or other instrument or obligation to which Purchaser is a party or by which it is or may be bound,
or (ii) violate any law, order, rule, regulation, judgment, order, decree, writ or injunction applicable to Purchaser.


 


5.5
Survival of Purchaser's Representations and Warranties. The representation and warranties of Purchaser set forth in
Section 5.4 shall survive Closing and shall be a continuing representation and warranty without limitation. All other
representations and warranties of Purchaser shall survive Closing for a period of nine (9) months.


 


5.6
Covenants of Purchaser. Purchaser hereby covenants with Seller that Purchaser shall, in connection with its investigation
of the Properties during the Inspection Period and subject to Seller's consent to any invasive testing (not to be unreasonably
withheld), inspect the Properties for the presence of hazardous substances, and shall furnish to Seller copies of any reports
received by Purchaser in connection with any such inspection. Except for any claim Purchaser may have for a breach of the representations
and warranties of Seller contained in this Agreement, Purchaser hereby assumes full responsibility for such inspections and irrevocably
waives any claim against Seller arising from the presence of hazardous substances on the Properties. Purchaser shall also furnish
to Seller copies of any other reports received by Purchaser relating to any other inspections of the Properties conducted on Purchaser's
behalf, if any.


 


ARTICLE
VI


DEFAULT


 


6.1
Default by Purchaser. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER HEREUNDER, THEN SELLER MAY TERMINATE
THIS AGREEMENT AND RETAIN ANY PORTION OF THE PURCHASE PRICE RECEIVED BY SELLER FROM PURCHASER AT THE TIME OF THE DEFAULT. THE
PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO PURCHASER's DEFAULT,
WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE
CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE PURCHASE PRICE RECEIVED BY SELLER FROM PURCHASER IS A
REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY
CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE
TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT PURCHASER's
INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.


 


SELLER:
                                                                      
     


PURCHASER:
                                                               


 


6.2
Default by Seller. In the event that Seller breaches in any material respect any of its obligations or representations
or warranties contained in this Agreement, or fails to consummate this Agreement for any reason other than Purchaser's default
or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled,
as its sole remedy, either (a) to receive the return of the Deposit and Purchase Price paid to Seller by Buyer, which return
shall operate to terminate this Agreement and release Seller from any and all liability hereunder; provided, however, if this
Agreement is terminated by Purchaser pursuant to any provision of this Agreement as a result of a breach of a representation,
warranty or covenant of Seller, then Seller shall be obligated upon demand to reimburse Purchaser for Purchaser's actual out-of-pocket
inspection, financing and other costs related to Purchaser's entering into this Agreement, including, without limitation, Purchaser's
attorneys' fees, but not to exceed $100,000, or (b) to enforce specific performance of Seller's obligation to execute the
documents required to convey the Properties to Purchaser, it being understood and agreed that the remedy of specific performance
shall not be available to enforce any other obligation of Seller hereunder. Except as provided above, Purchaser expressly waives
its rights to seek damages in the event of Seller's default hereunder.


 


6.3
Liability of Purchaser. Except for obligations expressly assumed or agreed to be assumed by Purchaser hereunder, Purchaser
is not assuming any obligations of Seller or any liability for claims arising out of any act, omission or occurrence which occurs,
accrues or arises prior to the Closing Date, and Seller hereby indemnifies and holds Purchaser harmless from and against any and
all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees) that may at any
time be incurred by Purchaser as a result of (i) obligations of Seller not expressly assumed or agreed to be assumed by Purchaser
hereunder, or (2) acts, omissions or occurrences which occur, accrue or arise prior to the Closing Date. The provisions of this
Section 6.3 shall survive the Closing of the transaction contemplated hereby.


 


ARTICLE
VII


RISK
OF LOSS


 


7.1
Minor Damage. In the event of loss or damage to the Properties or any portion thereof which is not “Major”
(as hereinafter defined), this Agreement shall remain in full force and effect provided Seller performs any necessary repairs
or, at Seller's option, assigns to Purchaser all of Seller's right, title and interest to any claims and proceeds Seller may have
with respect to any casualty insurance policies or condemnation awards relating to the premises in question. In the event that
Seller elects to perform repairs upon the Properties, Seller shall use reasonable efforts to complete such repairs promptly and
the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller elects
to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under
Seller's insurance policy. Upon Closing, full risk of loss with respect to the Properties shall pass to Purchaser.


 


7.2
Major Damage. In the event of a “Major” loss or damage, either Seller or Purchaser may terminate
this Agreement by written notice to the other party, in which event all deposits shall be returned to Purchaser. If neither Seller
nor Purchaser elects to terminate this Agreement within ten (10) days after Seller sends Purchaser written notice of the
occurrence of major loss or damage, then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which
event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of
Seller's right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies
or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Properties,
Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time
in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price
shall be reduced by an amount equal to the deductible amount under Seller's insurance policy. Upon Closing, full risk of loss
with respect to the Properties shall pass to Purchaser.


 


7.3
Definition of “Major” Loss or Damage. For purposes of Sections 7.1 and 7.2, “Major”
loss or damage refers to the following: (i) loss or damage to the Properties or any portion thereof such that the cost of
repairing or restoring the premises in question to a condition substantially identical to that of the premises in question prior
to the event of damage would be, in the opinion of an architect selected by Seller and reasonably approved by Purchaser, equal
to or greater than Two Million and No/100 Dollars ($2,000,000), and (ii) any loss due to a condemnation which
permanently and materially impairs the current use of the Properties. If Purchaser does not give notice to Seller of Purchaser's
reasons for disapproving an architect within five (5) business days after receipt of notice of the proposed architect, Purchaser
shall be deemed to have approved the architect selected by Seller.


 


ARTICLE
VIII


MISCELLANEOUS


 


8.1
Confidentiality. Purchaser and its representatives shall hold in confidence all data and information obtained with
respect to Seller or its business, whether obtained before or after the execution and delivery of this Agreement, and shall not
disclose the same to others; provided, however, that it is understood and agreed that Purchaser may disclose such data and information
to the employees, consultants, accountants and attorneys of Purchaser provided that such persons agree in writing to treat such
data and information confidentially. In the event this Agreement is terminated or Purchaser fails to perform hereunder, Purchaser
shall promptly return to Seller any statements, documents, schedules, exhibits or other written information obtained from Seller
in connection with this Agreement or the transaction contemplated herein. It is understood and agreed that, with respect to any
provision of this Agreement which refers to the termination of this Agreement and the return of the Deposit to Purchaser, such
Deposit shall not be returned to Purchaser unless and until Purchaser has fulfilled its obligation to return to Seller the materials
described in the preceding sentence. In the event of a breach or threatened breach by Purchaser or its agents or representatives
of this Section 8.1, Seller shall be entitled to an injunction restraining Purchaser or its agents or representatives
from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Seller from
pursuing any other available remedy at law or in equity for such breach or threatened breach. The provisions of this Section 8.1
shall survive Closing.


 


8.2
Public Disclosure. Prior to Closing, any release to the public of information with respect to the sale contemplated
herein or any matters set forth in this Agreement will be made only in the form approved by Purchaser and Seller and their respective
counsel. Notwithstanding the foregoing, it is acknowledged that Purchaser is, or is an affiliate of, fully reporting company under
the Securities Exchange Act of 1933, as amended, and the Securities Exchange Act of 1934. Consequently, Purchaser shall have the
right, subject to the provisions of this Section 8.2, to disclose any information regarding the transaction contemplated
by this Agreement required by law as solely determined by Purchaser's attorneys to satisfy disclosure and reporting obligations
of Purchaser or its affiliates, and in that regard, the parties acknowledge that on or immediately after the Effective Date Purchaser
shall file with the United States Securities Exchange Commission information regarding the transaction contemplated by this Agreement.
Seller and Purchaser and their representatives are cautioned that United States securities laws restrict the purchase and sale
of securities by anyone who possesses non-public information about the issue of such securities. Accordingly, neither Seller or
any of its Affiliates nor its representatives may buy or sell any of the securities of the Purchaser or any of its Affiliates
(other than any such securities owned as of the Effective Date hereof) so long as any of them is in possession of any material
non-public information about the Purchaser or any of its Affiliates, including information contained in or derived from confidential
information.


 


8.3
Discharge of Obligations. The acceptance of the Deeds by Purchaser shall be deemed to be a full performance and discharge
of every representation and warranty made by Seller herein and every agreement and obligation on the part of Seller to be performed
pursuant to the provisions of this Agreement, except those which are herein specifically stated to survive Closing.


 


8.4
Assignment. Purchaser may assign its rights under this Agreement without first obtaining Seller's written approval,
however, any such assignment shall not relieve Purchaser of its obligations under this Agreement.


 


8.5
Notices. Any notice pursuant to this Agreement shall be given in writing by (a) personal delivery, or (b) nationally
recognized overnight delivery service with proof of delivery, or (c) United States Mail, postage prepaid, registered or certified
mail, return receipt requested, or (d) legible facsimile transmission sent to the intended addressee at the address set forth
below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice
sent in accordance herewith, and shall be deemed to have been given either at the time of personal delivery, or, in the case of
expedited delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein,
or, in the case of facsimile transmission, as of the date of the facsimile transmission. Unless changed in accordance
with the preceding sentence, the addresses for notices given pursuant to this Agreement shall be as follows:


 


If
to Seller:


 


Deep
Blue Enterprises, LLC


2855
Monaco Parkway Drive


Denver,
CO 80207


Attention:
Tom Waldron, Jr.


 


If
to Purchaser:


 


Canna-Life
Corp.


1624
Market Street, Suite 202


Denver,
CO 80202


Attention:
 Alan Smith


Tel:
303-544-2115


Fax:
303-544-2116


 


8.6
Binding Effect. This Agreement shall not be binding in any way upon Seller unless and until Seller shall execute and
deliver the same to Purchaser.


 


8.7
Modifications. This Agreement cannot be changed orally, and no executory agreement shall be effective to waive, change,
modify or discharge it in whole or in part unless such executory agreement is in writing and is signed by the parties against
whom enforcement of any waiver, change, modification or discharge is sought.


 


8.8
Tenant Notification Letter. Purchaser shall deliver to each Tenant a signed statement acknowledging Purchaser's receipt
and responsibility for the Tenant's security deposit (to the extent delivered by Seller to Purchaser at Closing), if any, all
in compliance with and pursuant to the applicable provisions of applicable law.


 


8.9
Calculation of Time Periods. Unless otherwise specified, in computing any period of time described in this Agreement,
the day of the act or event after which the designated period of time begins to run is not to be included and the last day of
the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday under the laws of the State
in which the Properties is located, in which event the period shall run until the end of the next day which is neither a Saturday,
Sunday or legal holiday. The final day of any such period shall be deemed to end at 5 p.m., local time at the Properties.


 


8.10
Successors and Assigns. The terms and provisions of this Agreement are to apply to and bind the permitted successors
and assigns of the parties hereto.


 


8.11
Entire Agreement. This Agreement, including the Exhibits, contains the entire agreement between the parties pertaining
to the subject matter hereof and fully supersedes all prior written or oral agreements and understandings between the parties
pertaining to such subject matter.


 


8.12
Further Assurances. Each party agrees that it will without further consideration execute and deliver such other documents
and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other party to consummate
more effectively the purposes or subject matter of this Agreement. Without limiting the generality of the foregoing, Purchaser
shall, if requested by Seller, execute acknowledgments of receipt with respect to any materials delivered by Seller to Purchaser
with respect to the Properties. The provisions of this Section 8.12 shall survive Closing.


 


8.13
Counterparts; Signatures. This Agreement may be executed in counterparts, and all such executed counterparts shall
constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement. Facsimile
signatures on this Agreement shall be same as original signatures for all purposes.


 


8.14
Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.


 


8.15
Applicable Law. THIS AGREEMENT IS PERFORMABLE IN THE STATE IN WHICH THE PROPERTIES ARE LOCATED AND SHALL IN ALL RESPECTS
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE STATE LAWS OF COLORADO. SELLER AND PURCHASER HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF ANY STATE COURT SITTING IN THE STATE IN WHICH THE PROPERTIES ARE LOCATED IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
SHALL BE HEARD AND DETERMINED IN A STATE COURT SITTING IN THE STATE IN WHICH THE PROPERTIES ARE LOCATED. PURCHASER AND SELLER
AGREE THAT THE PROVISIONS OF THIS SECTION 8.15 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.


 


8.16
No Third Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Closing
are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party (including, without
limitation, Title Company and Broker), and accordingly, no third party shall have the right to enforce the provisions of this
Agreement or of the documents to be executed and delivered at Closing.


 


8.17
Exhibits. The following exhibits, which are attached to this Agreement, are incorporated in and shall be deemed to
be an integral part of this Agreement:


 


(a)Exhibits A-1,
A-2 and A-3 - Legal Descriptions of the Land


(b)Exhibits B-1,
B-2 and B-3 - Lease Schedules


(c)Exhibit C-1,
C-2 and C-3 - Operating Agreements


(d)Exhibit D-1,
D-2 and D-3 - Approvals


(e)Exhibit E
- Deeds


(f)Exhibit F
- Bills of Sale


(g)Exhibit G
- Assignments and Assumptions of Lease


(h)Exhibit H
- Notices to Tenants


(i)Exhibit I
- Notices of Violations


(j)Exhibit J
- Insurance Notices


(k)Exhibit K
- Environmental Matters


(l)Annex
I – New Alternatives Assignment Agreement


(m)Annex
II – Madison St. Lease/Option Agreement


(n)Annex
III – Madison St. Assignment Agreement


 


8.18
Captions. References in this Agreement to “Section” or “Articles” are to the numbered Sections
and Articles herein. The section headings appearing in this Agreement are for convenience of reference only and are not intended,
to any extent and for any purpose, to limit or define the text of any section or any subsection hereof.


 


8.19
Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and
that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or any exhibits or amendments hereto.


 


8.20
Termination of Agreement. It is understood and agreed that if either Purchaser or Seller terminates this Agreement
pursuant to a right of termination granted hereunder, such termination shall operate to relieve Seller and Purchaser from all
obligations under this Agreement, except for such obligations as are specifically stated herein to survive the termination of
this Agreement.


  


8.21Recitals.
The Recitals set forth herein are hereby approved and accepted by the Parties and incorporated into this Agreement.


 


 


 


[Signature
page follows immediately]


 




    	 



    	 



    

 


[SIGNATURE
PAGE TO MASTER PURCHASE AND SALE AGREEMENT]


 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.


 


 


SELLER:


 


DEEP BLUE
ENTERPRISES LLC,


a Colorado
Limited Liability Company


 


 


/s/
Tom Waldron, Jr.


By: Tom
Waldron, Jr.


Its: Managing
Member


 


 


PURCHASER:


 


CANNA-LIFE
CORP.,


a Colorado
corporation


 


 


 


/s/
Alan Smith


By: Alan
Smith,


Its: President
& CEO


 





1 The
Final Payment includes the $2,000,000 to be applied to the exercise of the Madison St. Option to purchase the Madison St. Property,
as set forth under Section 11.03 of the Madison St. Lease/Option Agreement. Upon payment of the Final Payment to Seller by Purchaser,
Seller shall be responsible for paying all amounts to the Madison St. Owner that is required to exercise the Madison St. Option
and obtain clear title, in fee simple and without lien or encumbrance, to the Madison St. Property.