Item 5.02 below, and (ii) a promissory note in the principal amount of US$750,000 issued to Mark Ascik, Sr., who became the Company’s President of Florida Operations and an executive officer of the Company on the Closing Date. The Related Party Notes accrue interest at 7.5% per annum and the principal amount and all accrued and unpaid interest are due on the fifth anniversary of the Closing Date. In the event of default, the holders of the Related Party Notes may declare the entire unpaid principal amount of the Related Party Notes together with all accrued but unpaid interest immediately due and payable. Upon the occurrence of an event of default, the outstanding principal amounts of the Related Party Notes and any accrued and unpaid interest will bear interest at 10%. On February 2, 2022, VidaCann entered into the Bank Loan with Lafayette State Bank (“LSB”) as the lender. The Bank Loan is a secured loan in the principal amount of US$3,000,000, which has been drawn down in full by VidaCann under the revolving line of credit of the Bank Loan and approximately US$3,000,000 remains outstanding as of the Closing Date. The Bank Loan is payable upon LSB’s demand. If no demand is made, the outstanding principal plus all accrued and unpaid interest is due on February 20, 2025. The Bank Loan is subject to a variable interest rate, currently set at 10% per annum and interest is payable monthly. The Bank Loan is guaranteed by David Loop and Mark Ascik, Sr. and the Company expects to replace them as guarantor under the Bank Loan. The Bank Loan contains certain customary covenants for debt of this type and events of default. In the event of default, at LSB’s option, all indebtedness will become immediately due and payable. Upon the occurrence of an event of default, the outstanding principal amount of the Bank Loan and any accrued and unpaid interest will bear interest at 18%. Upon the closing of the VC Acquisition, the Sellers and Seller Owners, along with the VC Advisor, in the aggregate, have approximately 25.18% ownership in the Company. Each Seller and each Seller Owner that held over 5% in direct or indirect interest in VidaCann, including David Loop and Mark Ascik, Sr., is subject to a lock-up agreement (the “Lock-Up Agreement”) restricting trading of the aggregate 29,995,124 shares of the Share Consideration received by them, with the release of one-third of the shares from such restrictions six months following the Closing Date and each subsequent six months thereafter. The Company has also entered into standard non-competition agreements with Mr. Loop and Mr. Ascik, Sr. 2 Mr. Loop, together with his spouse and affiliated trust, received 13,524,362 shares of common stock in connection with the closing of the VC Acquisition. Mr. Ascik, Sr., together with his spouse and affiliated trust, received 9,782,060 shares of common stock in connection with the closing of the VC Acquisition. Mark A. Ascik, Jr. who became the Company’s Vice President of Florida Operations and an executive officer of the Company on the Closing Date, together with an affiliated trust, received 3,003,604 shares of common stock in connection with the closing of the VC Acquisition. The foregoing description of the VC Purchase Agreement, the Amendment, the Seller Notes, the Related Party Notes, the Bank Loan and the Lock-Up Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the VC Purchase Agreement, which was filed as