Common use of Exercise of Warrant; Term Clause in Contracts

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Warrant Interests represented by this Warrant is exercisable, in whole or in part into Common Shares by the Holder, at any time or from time to time, by (A) the surrender of this Warrant and a Notice of Exercise, in the form attached as Exhibit A hereto, duly completed and executed on behalf of the Holder, at the principal executive office of the Company located at 000 Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (or such other office or agency of the Company in the United States as the Company may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), and (B) at the Holder’s option, (i) payment of the Exercise Price for the Warrant Interests thereby purchased at the election of the Holder by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company or (ii) instructing the Company to withhold a number of Common Shares issuable upon exercise of the Warrants being exercised with an aggregate Fair Market Value as of the date the Notice of Exercise is delivered equal to the aggregate Exercise Price, which shall be treated as the payment of the aggregate Exercise Price therefor. Upon the Warrant Agent’s receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the number of Common Shares required to be withheld pursuant to Section 3.2(B)(ii). Notwithstanding any other provision hereof, an exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of a particular transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction. If this Warrant shall have been exercised only in part, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant, substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of the Warrant Interests called for by this Warrant or (b) this Warrant bearing an appropriate notation of such partial exercise but in any case the failure to do so shall not affect the Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist and cooperate with the Holder or any purchaser or assignee that is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, upon exercise of the Warrant, the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal to the greater of (x) the Fair Market Value of such Warrant Interests and (y) the Floor Amount (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause (ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable the Company to pay its obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form of a two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate and repaid in equal installments calculated using straight-line amortization, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the Expiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereof.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Warrant Interests Shares represented by this Warrant is exercisable, in whole or in part into Common Shares by the HolderWarrantholder, at any time or from time to time after receipt of the Regulatory Approvals, but in no event later than 5:00 p.m., New York City time, April [●], 2025, by (A) the surrender of this Warrant and a Notice of Exercise annexed hereto as Annex A (the “Notice of Exercise, in the form attached as Exhibit A hereto”), duly completed and executed on behalf of the HolderWarrantholder, at the principal executive office of the Company Corporation located at 000 Xxxxxxxx00000 Xxxxxxx Xxxxx Road, XxxxxxxxxxSuite 295, Xxx Xxxx 00000 Westlake Village, California 91362 (or such other office or agency of the Company Corporation in the United States as the Company it may designate by notice in writing to the Holder Warrantholder at the address of the Holder Warrantholder appearing on the books of the CompanyCorporation), and (B) at the Holder’s option, (i) payment of the Exercise Price for the Warrant Interests Shares thereby purchased at the election of the Holder Warrantholder by tendering in cash, by certified or cashier’s check drawn on a United States bank payable to the order of the CompanyCorporation, or by wire transfer of immediately available funds to an account designated by the Company Corporation (the date on which the Corporation receives items (A) and (B), the “Exercise Date”). Upon any exercise of this Warrant by the Warrantholder, all shares of Common Stock issuable in respect of such exercise shall be either (i) delivered by the Corporation to the Warrantholder as set forth in Section 5 or (ii) instructing credited to book-entry accounts in favor of the Company to withhold a number Warrantholder maintained by the transfer agent of the Corporation within two (2) business days of the Exercise Date, provided that in each case the Common Shares Stock issuable upon such exercise of the Warrants being exercised with an aggregate Fair Market Value as of the date the Notice of Exercise is delivered equal shall be deemed to have been issued to the aggregate Warrantholder at the close of business on the Exercise Price, which shall be treated as the payment Date. In lieu of paying the aggregate Exercise Price therefor. Upon for the Shares specified in the applicable Notice of Exercise by cash, certified or cashier’s check or wire transfer pursuant to preceding paragraph, the Warrantholder may elect to exercise the purchase rights represented by this Warrant by authorizing the Corporation to withhold and not issue to the Warrantholder, in payment of the Exercise Price thereof, a number of such Shares equal to (x) the number of Shares for which the Warrant Agent’s receipt is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Market Price on the Exercise Date (any such exercise, a “Cashless Exercise”); and such withheld Shares shall no longer be issuable under the Warrant, and the Warrantholder shall not have any rights or be entitled to any payment with respect to such withheld Shares. The Corporation and Warrantholder agree to treat the Cashless Exercise of this Warrant pursuant to this Section 3 as a recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended. In the event of a Change of Control in which the Common Stock is converted into solely the right to receive cash upon closing of such Change of Control, if this Warrant has not previously been exercised in full on an Exercise Date occurring before the third (3rd) business day prior to the consummation of such Change of Control, any unexercised portion of this Warrant shall be deemed exercised in full, without the delivery of a Notice of Exercise Exercise, effective immediately prior to the consummation of such Change of Control and instructions the Warrantholder shall be entitled to withhold receive cash in an amount equal to the amount of cash payable in such Change of Control in respect of a number of shares of Common Shares pursuant Stock equal to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the number of Common Shares required to that would be withheld pursuant to Section 3.2(B)(ii). Notwithstanding any other provision hereof, deliverable upon an exercise of any this Warrant in full immediately prior to consummation of such Change of Control pursuant to this Section 3 of the unexercised portion of this Warrant, where Market Price of a share of Common Stock in such an exercise is deemed for these purposes to be the cash payable in respect of a share of Common Stock in such Change of Control; provided that, for the avoidance of doubt, if the cash payable in respect of a share of Common Stock in such Change of Control in which the Common Stock is converted into solely the right to receive cash upon closing of such Change of Control is less than the then-applicable Exercise Price, then upon consummation of such Change of Control the unexercised portion of this Warrant shall be cancelled for no consideration. Notwithstanding the foregoing, if an exercise of all or part of the rights represented by this Warrant is to be made in connection with a Change of Control or other event, such exercise may, at the election of the HolderWarrantholder, be conditioned upon the consummation of a particular transaction by the Company, in which case, Change of Control or such other event such that such exercise shall not be deemed to be effective until the consummation of such transactionChange of Control or other event. If the Warrantholder does not exercise this Warrant shall have been exercised only in partits entirety, the Company shallWarrantholder will be entitled to receive from the Corporation, within five a reasonable time, an in any event not exceeding three (53) Business Days business days, a new warrant in substantially identical form for the purchase of such exercise, deliver that number of Shares equal to the Holder either (a) a new warrant, substantially identical difference between the number of Shares subject to this Warrant, dated Warrant and the date it is issued evidencing the rights number of the Holder Shares as to purchase the remainder of the Warrant Interests called for by which this Warrant or (b) is so exercised. Notwithstanding anything in this Warrant bearing an appropriate notation of such partial exercise but in any case to the failure to do so shall not affect contrary, the Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist Warrantholder hereby acknowledges and cooperate with the Holder or any purchaser or assignee agrees that is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any its exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, upon exercise of the Warrant, the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal for Shares is subject to the greater of (x) condition that the Fair Market Value of such Warrant Interests and (y) the Floor Amount (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause (ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable the Company to pay its obligations in the ordinary course as they become due, the Holders Regulatory Approvals shall have the option to be paid, in whole or in part, in the form of a two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate and repaid in equal installments calculated using straight-line amortization, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may first have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the Expiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereofobtained.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Warrant Interests Shares represented by this Warrant is exercisable, in whole or in part into Common Shares by the HolderWarrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Corporation on the date hereof, but in no event later than 5:00 p.m., New York City time, October 16, 2013 (the “Expiration Time”), by (A) the surrender of this Warrant and a Notice of Exercise, in the form attached as Exhibit A Exercise annexed hereto, duly completed and executed on behalf of the HolderWarrantholder, at the principal executive office of the Company Corporation located at 000 0000 Xxxxxx Xxxxxxxx, XxxxxxxxxxXxxxxxxxx, Xxx Xxxx 00000 XX 00000-0000 (or such other office or agency of the Company Corporation in the United States as the Company it may designate by notice in writing to the Holder Warrantholder at the address of the Holder Warrantholder appearing on the books of the CompanyCorporation), and (B) at the Holder’s option, (i) payment of the Exercise Price for the Warrant Interests Shares thereby purchased at the election of the Holder Warrantholder by tendering in cash, by certified or cashier’s check payable to the order of the CompanyCorporation, or by wire transfer of immediately available funds to an account designated by the Company or (ii) instructing Corporation. If the Company Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to withhold receive from the Corporation within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Common Shares issuable upon exercise of the Warrants being exercised with an aggregate Fair Market Value as of the date the Notice of Exercise is delivered equal to the aggregate Exercise Price, which shall be treated as the payment of the aggregate Exercise Price therefor. Upon the Warrant Agent’s receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of difference between the number of Common Shares required subject to be withheld pursuant this Warrant and the number of Shares as to Section 3.2(B)(ii)which this Warrant is so exercised. Notwithstanding any other provision hereof, an exercise of any portion of anything in this Warrant may, at to the election of the Holder, be conditioned upon the consummation of a particular transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction. If this Warrant shall have been exercised only in partcontrary, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant, substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of the Warrant Interests called for by this Warrant or (b) this Warrant bearing an appropriate notation of such partial exercise but in any case the failure to do so shall not affect the Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist Warrantholder hereby acknowledges and cooperate with the Holder or any purchaser or assignee agrees that is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any its exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, upon exercise of the Warrant, the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal for Shares is subject to the greater of (x) the Fair Market Value of such Warrant Interests and (y) the Floor Amount (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause (ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable the Company to pay its obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form of a two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate and repaid in equal installments calculated using straight-line amortization, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided condition that the Expiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereofWarrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. (A) Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Warrant Interests Shares represented by this Warrant is exercisable, in whole or in part into Common Shares by the HolderWarrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Corporation on the date hereof, but in no event later than 5:00 p.m., New York City time, on the Expiration Date, by (Ai) the surrender of this Warrant and a Notice of Exercise, in the form attached as Exhibit A Exercise or Sale annexed hereto, duly completed and executed on behalf of the HolderWarrantholder, at the principal executive office of the Company Corporation located at 000 Xxxxxxxx0 Xxxxxxxx Xxxxx, XxxxxxxxxxXxxxx 000, Xxx Xxxx Xxxxxxx, Xxxxx 00000 (or such other office or agency of the Company Corporation in the United States as the Company it may designate by notice in writing to the Holder Warrantholder at the address of the Holder Warrantholder appearing on the books of the CompanyCorporation), and (B) at the Holder’s option, (iii) payment of the Exercise Price for the Warrant Interests Shares thereby purchased at the election of the Holder Warrantholder by (a) tendering in cash, by certified or cashier’s check payable to the order of the CompanyCorporation, or by wire transfer of immediately available funds to an account designated by the Company or Corporation and/or (iib) instructing the Company surrender to withhold a number the Corporation of Common Shares issuable upon exercise shares of the Warrants being exercised with an aggregate Fair Market Value as Corporation’s Cumulative Perpetual Preferred Stock, Series A (“Preferred Stock”), valued for purposes of the date the Notice of Exercise is delivered equal to the aggregate Exercise Price, which shall be treated as the payment of the aggregate Exercise Price therefor. Upon the Warrant Agent’s receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the number of Common Shares required to be withheld pursuant to Section 3.2(B)(ii). Notwithstanding any other provision hereof, an exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of a particular transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction. If this Warrant shall have been exercised only in part, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant, substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of the Warrant Interests called for by this Warrant or (b) this Warrant bearing an appropriate notation of such partial exercise but in any case the failure to do so shall not affect the Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist and cooperate with the Holder or any purchaser or assignee that is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, upon exercise of the Warrant, the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal to the greater per share sum of (x) the Fair Market Value $100,000 per share of such Warrant Interests Preferred Stock and (y) the Floor Amount (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time amount of any accrued and unpaid dividends on each of such election, surrendered shares of Preferred Stock (including all past due dividends) with such accrual computed from the last dividend payment of cash pursuant to clause (ii) above would result in date through the Company’s liquidity to be less than would be sufficient to capital to enable the Company to pay its obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form of a two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate and repaid in equal installments calculated using straight-line amortization, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the applicable exercise date hereof (as it may have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the Expiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereofWarrant.