PREFERRED STOCK PURCHASE AGREEMENT

THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the [●] day of April 2023 (the “Effective Date”), by and among [COMPANY], a Florida corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

The parties hereby agree as follows:

Purchase and Sale of Preferred Stock.

Sale and Issuance of Preferred Stock.

The Company shall adopt and file with the Secretary of State of the State of Florida on or before the Closing (as defined below) the Amended and Restated Articles of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Articles”).

Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to each Purchaser at the Closing, (i) that number of shares of Series A Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $[AMOUNT] per share, (ii) that number of shares of Series B Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $[AMOUNT] per share. The shares of Series A Preferred Stock and Series B Preferred Stock issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Preferred Stock” or the “Shares.”

Closing; Delivery.

The purchase and sale of the Shares as set forth in Section 1.1(b) above shall take place remotely via the exchange of documents and signatures as of the Effective Date (which time and place are designated as the “Closing”).

At the Closing, the Company shall deliver to each Purchaser a certificate representing the shares of Preferred Stock being purchased by such Purchaser at such Closing against payment of the purchase price therefor by wire transfer to a bank account designated by the Company.

Use of Proceeds

. In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance with the Stockholders Agreement, the Company will use the proceeds from the sale of the Shares for applying for and obtaining a medical marijuana treatment center license issued by the State of Florida or other applicable governmental agency.

Defined Terms Used in this Agreement

. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.