Balancing of Deliveries. Producer and Processor recognize Processor's inability to redeliver Plant Products to Producer which exactly match the composition and quantities of the Plant Products. In-kind quantities of Plant Products due to Producer shall be delivered in, and as part of, the commingled stream of all plant products produced or extracted at the Plant. Processor and Producer shall make a good faith effort to keep the nominated and delivered quantities as much in balance as possible by making delivery adjustments from time to time.

Deliveries at Closing. At the Closing, Buyer shall deliver the IFLM Shares and an executed copy of this Agreement to Seller, and Seller shall deliver an executed copy of this Agreement and an executed transfer document, substantially in the form attached hereto as Exhibit "A."

Orders and Deliveries. All orders, processing and deliveries of any Product shall be made in accordance with customary and routine handling of orders, processing and deliveries for fabricated restaurant equipment and furnishings to third parties in respect of the particular Product or type of Product, unless otherwise agreed in writing by both Parties.

Deliveries by Seller. Concurrently herewith and as a part of the transactions contemplated by this Agreement (the “Transactions”), to satisfy his obligations under this Agreement Seller has placed the Offered Stock in “street name” form in a designated account with Seller’s brokerage firm, which is a brokerage firm other than Raymond James & Associates, Inc. (“Seller’s Broker”). Concurrently herewith and as a part of the Transactions, Seller shall provide Seller’s Broker with a letter of authorization (the “Letter of Authorization”), with a copy to the Company, authorizing Seller’s Broker to transfer, effective as of the first Trading Day following the Effective Date, 5,000 shares of Offered Stock per Trading Day (or such fewer number of shares of Offered Stock as then remain) to the Company in such form and to such account as the Company shall so designate to Seller or Seller’s Broker until such time as no shares of Offered Stock remain.

Either party may terminate this Agreement if the other party commits a material breach of this Agreement that remains uncured thirty (30) days after written notice is delivered to such breaching party. In the event Buyer terminates this Agreement due to Seller’s material breach, Buyer may terminate this Agreement, in whole or in part, including any or all POs issued hereunder, without liability consistent with the rights set forth in Section 11.2 of the GEPW Purchase Terms or as otherwise provided in this Agreement. Without limiting any of Buyer’s other right’s hereunder, Seller and Buyer agree that late deliveries in calendar year […​…].

On the date hereof, the Buyer’s authorized capital stock consists of 900,000,000 shares of Common Stock, US $0.00001 par value, of which 2,917,799 shares are issued and outstanding, with 20,000,000 Preferred A stock authorized with 3,489,510 shares issued and outstanding (which will be retired), and 10,000,000 Preferred B stock authorized with 500 shares issued and outstanding. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are fully paid and non-assessable.

Indemnification by Buyer Parties. Except as otherwise limited by this ARTICLE VIII, Buyer Parties shall indemnify, defend and hold harmless each Seller and its Representatives and any assignee or successor thereof (collectively, the “Seller Indemnified Parties”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by Buyer or Parent in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement; or # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of Buyer or Parent, or, after the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement.

Grant of Buyer Options. In accordance with the terms and conditions of this Agreement and the Distribution Agreement, and in consideration for the Seller Options being granted herein to Seller by Buyer, Seller hereby grants to Buyer:

Non-Performance by Buyer. Except if Force Majeure conditions prevent same, in which case the time period below shall be extended to account for any Force Majeure delays, if after two (2) years from the Closing Date Buyer has not acquired the Data, Buyer shall assign all of its rights, titles and interests in the Existing Leases and any New Leases to Seller, at no cost to Seller.

Deliveries of the Seller. Subject to the last sentence of [Section 2.5(a)], the Purchaser shall have received all certificates, instruments, agreements and other documents to be delivered on or before the Closing Date pursuant to [Section 2.3(a)].