FIFTH AMENDMENT TO OPTION AGREEMENT (California Option Assets)

Exhibit 99.87

FIFTH AMENDMENT TO OPTION AGREEMENT

(California Option Assets)

This FIFTH AMENDMENT TO OPTION AGREEMENT (this “Amendment”) is made effective as of March 26, 2021 (the “Amendment Date”) by and among XXXX Xxxxxxxxx Property, LLC, a Delaware limited liability company (“XXXX Xxxxxxxxx Propco”), XXXX Xxxxxxxxx Holdings, LLC, a Delaware limited liability company (“CEFF Parent,” and, together with XXXX Xxxxxxxxx Propco, the “CEFF Parties”), and Glass Investments Projects, Inc., a Delaware corporation (the “Option Holder”).

RECITALS

WHEREAS, the CEFF Parties and the Option Holder are parties to that certain Option Agreement dated as of December 28, 2018 (“Original Agreement”), as amended by (i) a First Amendment to Option Agreement (California Option Assets), dated March 23, 2020, (“First Amendment”), (ii) a Second Amendment to Option Agreement (California Option Assets), dated February 20, 2021 (“Second Amendment”), (iii) a Third Amendment to Option Agreement (California Option Assets), made effective as of March 21, 2021 (“Third Amendment”), and a Fourth Amendment to Option Agreement (California Option Assets), made effective as of March 24, 2021 (“Fourth Amendment”) (the Original Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, and Fourth Amendment collectively, is the “Option Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Option Agreement; and

WHEREAS, the CEFF Parties and Option Holder desire to further extend the expiration of the Contingency Period and, accordingly, to amend the Option Agreement to provide for such extension in the manner set forth below.

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

1.            Extension of Contingency Period. The Contingency Period shall now expire at 5:00 p.m. Pacific Time on March 29, 2021.

2.            Effect. In the event of any conflict between this Amendment and the Option Agreement, the terms of this Amendment shall control. The Option Agreement, as amended by this Amendment, shall be in full force and effect and constitutes the entire agreement between the CEFF Parties and the Option Holder with respect to the transactions contemplated hereby and thereby.

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

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

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The signature page follows this page.

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

CEFF PARTIES:

XXXX XXXXXXXXX PROPERTY, LLC

By: EqCEF I, LLC, its manager

By: /s/ R. Xxxxxx Xxxx

Name: R. Xxxxxx Xxxx

Title: Principal

XXXX XXXXXXXXX HOLDINGS, LLC

By: EqCEF I, LLC, its manager

By: /s/ R. Xxxxxx Xxxx

Name: R. Xxxxxx Xxxx

Title: Principal

OPTION HOLDER:

GLASS INVESTMENTS PROJECTS, INC.

By: /s/ Xxxxxxxx Xxxxxxxx

	Name:	Xxxxxxxx Xxxxxxxx
	Title:	Chief Executive Officer

CAMARILLO BUYER:

XX XXXXXXXXX LLC

By: /s/ Xxxx X. Xxxxx

	Name:	Xxxx X. Xxxxx
	Title:	Authorized Signatory

[Signature Page to Fifth Amendment to Option Agreement]

ACKNOWLEDGED AND AGREED:

XXXXXX PARK BRAND ACQUISITION CORP.

By: /s/ Xxxxx Xxxxxx

	Name:	Xxxxx Xxxxxx
	Title:	Chief Executive Officer

HOUWELING NURSERIES OXNARD, INC.

By: /s/ Xxxxx Xxxxx

	Name:	Xxxxx Xxxxx
	Title:	President

[Signature Page to Fifth Amendment to Option Agreement]