NOTE 20 – SUBSEQUENT EVENTS

On October 1, 2021, the previously disclosed acquisition of Silverstreak Solutions, Inc. (“Silverstreak”) was completed. In consideration for all of the issued and outstanding shares of common stock of Silverstreak, at the closing (the “Closing”) of the transactions contemplated by the Stock Purchase Agreement among the Company and Sterling Harlan and Matthew Guild (collectively, the “Sellers”), dated as of June 9, 2021, the Company paid the Sellers on a pro rata basis a total of Eight Million Five Hundred Thousand Dollars ($8,500,000) (the “Purchase Price”). The Purchase Price is comprised of (i) One Million Five Hundred Thousand Dollars ($1,500,000) in cash, (ii) 9,051,412 shares of restricted common stock, par value $0.001 per share, of the Company (the “Purchaser Shares”), which is equal to the quotient obtained by dividing (a) $2,500,000, by (b) the volume-weighted average price of the Purchaser Shares as reported through Bloomberg for the ten (10) consecutive trading days ending on the business day prior to the Closing, (iii) $2,000,000 in unsecured promissory notes with an interest rate of 3% and due six months after the Closing, and (iv) $2,500,000 in unsecured promissory notes with an interest rate of 3% and due twelve months after the Closing.

On October 1, 2021, in connection with the Acquisition, People’s California issued senior secured indebtedness to the Company, pursuant to the terms of a certain Secured Promissory Note (the “Third Deposit Note”). The Third Deposit Note provided for a one-time advance of $2.00 million (the “Loan”) by the Company to People’s California at a flat rate of 3% per annum. The Third Deposit Note matures on October 1, 2022.  The full principal balance and all outstanding but unpaid interest is due and payable at the maturity date of October 1, 2022; provided that, if the Company consummates the first closing, pursuant to the terms of the Purchase Agreement, then the principal amount of the Third Deposit Note, but not the accrued interest, shall be deemed repaid, satisfied, or otherwise applied to the cash consideration paid for the equity of the Target and the Third Deposit Note shall be deemed satisfied.

On October 6, 2021, the Company exercised both options to purchase an aggregate of 20% of the common stock of Edible Garden for $2.00.

On November 9, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company agreed to issue and sell 9,677,419 shares of restricted common stock of the Company at an offering price of $0.31 per share, for gross proceeds of $3,000,000.