LOAN AGREEMENT

THIS LOAN AGREEMENT (as amended, modified or supplemented from

time to time, this "Agreement"), dated as of the Effective Date (as defined in Exhibit
A), by and between Lender (as defined in Exhibit A) (the "Lender"), and Borrower (as
defined in Exhibit A) (the "Borrower"), recites and provides:

RECITALS:

Subject to the terms of this Agreement, Lender agrees to make a loan (the
"Loan") to Borrower, as more particularly described in Section 1.1 below, for the
Business Purpose (as defined in Exhibit A). Lender and Borrower agree that the Loan
shall be made on the following terms, covenants and conditions.

AGREEMENT

ACCORDINGLY, for and in consideration of the mutual covenants set forth in

this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Lender and Borrower agree as follows:

SECTON ONE

THE LOAN

1.1 The Loan. For the purpose set forth in the Recitals, Lender shall advance
to Borrower the Principal Amount (as defined in Exhibit A). The Loan shall be
evidenced by a Promissory Note of even date herewith made by Borrower payable to
the order of Lender (as the same may be amended, renewed, restated, modified,
supplemented or substituted from time to time, the "Note").

1.2 Disbursements to Borrower. The Loan shall be paid out by Lender to

Borrower according to the Disbursement Schedule (as defined in Exhibit A).
Disbursements shall be made to the Borrower’s account on the Steward Platform.

1.3 Loan Advances. Advances under the Loan may be requested in writing
by Authorized Persons (as defined in Exhibit A). Each advance shall be conclusively
deemed to have been made at the request of and for the benefit of Borrower (a) when
credited to the Borrower’s account on the Steward Platform or (b) when advanced in
accordance with the instructions of an Authorized Person. Lender, at its option, may set
a cutoff time, after which all requests for advances will be treated as having been
requested on the next succeeding Business Day (as hereinafter defined). "Business
Day" means any day that is not a Saturday, a Sunday or a day on which banks under
the laws of the State of New York are authorized or required to be closed.

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 1.4 Interest Rate. Interest shall be payable on the Loan at the rate provided in the
Note.

1.5 No Obligation to Make Advances. Borrower agrees that Lender shall be

under no obligation to make any advance under this Agreement, and that the decision
to make any advance shall be made by Lender in its sole and absolute discretion.

SECTION TWO

CONDITIONS; COVENANTS; AND REPRESENTATIONS AND WARRANTIES

2.1 Conditions Precedent to Disbursement and Ongoing Covenants. In

addition to any other conditions stated in this Agreement or the Note, the following
must be satisfied prior to Lender making the disbursement contemplated under this
Agreement and Borrower shall comply with the following covenants:

(a) Loan Documents and Other Documents. Receipt by Lender of

appropriately completed and duly executed originals of this Agreement, the Note, a
resolution of Borrower’s members, managers, partners or board of directors, as the case
may be, and a certificate of Borrower’s certifying official certifying the corporate
documents of Borrower and the identity and signature of Borrower’s members,
managers, partners or board of directors, as the case may be.

(b) No Default. No event shall have occurred and be continuing that

constitutes an Event of Default or, with the giving of notice and/or the lapse of time,
could constitute an Event of Default.

(c) Representations. All representations and warranties and

statements contained in this Agreement, the Note and any and all documents delivered
to Lender in connection with the Loan (including the application therefor) shall be true
and correct in every material respect.

(d) Satisfactory Documents. All documents delivered pursuant to

this Agreement, the Note or otherwise in connection with the Loan must be in form and
substance satisfactory to Lender and its counsel, and all legal matters incident to this
Agreement must be satisfactory to Lender's counsel.

(e) Additional Indebtedness. Borrower shall not incur any additional

indebtedness of equal or senior priority to the Loan without Lender’s prior written
consent in its sole and absolute discretion.

2.2 Representations and Warranties. Borrower is in compliance with respect

to any and all regulations, orders, writs, injunctions or decrees of any court or other
governmental instrumentality applicable to Borrower, and the execution and delivery
of any of the documents related in any way to the Loan will not conflict with or result
in the breach of any contract,

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

agreement or other instrument or any such regulation, order, writ, injunction or decree.
Borrower further represents and warrants as follows:

(a) Borrower's Existence. Borrower is a Borrower Entity Type (as defined

in Exhibit A) duly organized, legally existing under the laws of the
Borrower Jurisdiction (as defined in Exhibit A) and is duly qualified
as a Borrower Entity Type in all jurisdictions wherein the property it
owns or the business it transacts make such qualification necessary.

(b) Names of Borrower. Borrower has never done business under

any name other than the name of such Borrower set forth herein.

(c) Borrower's Power and Authorization. The Borrower is duly

authorized and empowered to execute, deliver and perform this Agreement, the Note
and all other documents executed by it in connection with the Loan (the “Loan
Documents”). All company action on the part of Borrower requisite for the due creation
and execution of this Agreement, the Note and all other Loan Documents executed has
been duly and effectively taken.

(d) Review of Documents; Binding Obligations. The Borrower has

reviewed this Agreement, the Note and the other Loan Documents with counsel for the
Borrower and has had the opportunity to discuss the provisions hereof and thereof with
Lender prior to execution. This Agreement, the Note and the other Loan Documents
constitute valid and binding obligations of Borrower enforceable in accordance with
their terms (except that enforcement may be subject to any applicable bankruptcy,
insolvency or similar laws generally affecting the enforcement of creditors' rights).

(e) No Legal Bar or Resultant Lien. This Agreement, the Note and
the other Loan Documents do not and will not violate any provisions of Borrower's
articles of incorporation, articles of organization, bylaws, operating agreement or other
governing document, will not violate any contract, agreement, law, regulation, order,
injunction, judgment, decree or writ to which the Borrower is subject, and will not result
in the creation or imposition of any lien upon any property of Borrower.

(f) No Consent. The Borrower's execution, delivery and

performance of this Agreement, the Note and the other Loan Documents do not require
the consent or approval of any other party, including without limitation any regulatory
authority or governmental body of the United States or any state thereof or any political
subdivision of the United States or any state thereof, except for such consents that have
been duly and validly obtained on or prior to the date hereof and remain in full force
and effect.

(g) Financial Condition. All financial statements of Borrower and

any affiliates delivered to Lender fairly and accurately present the financial condition
of the parties for whom such statements are submitted and the financial statements of
Borrower, and any affiliates have been prepared in accordance with generally accepted
accounting principles throughout the periods involved, and there are no contingent
liabilities not disclosed thereby which would adversely and materially affect the
financial condition of such party. Since the close of the period covered by the latest
financial statements delivered to Lender with respect to the Borrower, and any
Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
affiliates, there has been no material adverse change in the assets, liabilities, or financial
condition of Borrower, or any affiliates. No event has occurred (including, without
limitation, any litigation or administrative proceedings) and no condition exists or, to
the knowledge of Borrower, and any affiliates, is threatened, which (i) might render the
Borrower, or any affiliates unable to perform their obligations under this Agreement,
the Note or the other Loan Documents, or (ii) would constitute an Event of Default
hereunder, or (iii) might adversely and materially affect the financial condition of
Borrower, or any affiliates or the validity or priority of the lien established under the
Loan Documents.

(h) Taxes and Governmental Charges. The Borrower has filed all tax
returns and reports required to be filed and has paid all taxes, assessments, fees and
other governmental charges levied upon them or upon their respective property or
income which are due and payable, including interest and penalties, or have provided
adequate reserves for the payment thereof.

(i) Defaults. The Borrower is not in default under any indenture,

mortgage, deed of trust, agreement or other instrument to which the Borrower is a party
or by which it is bound.

(j) Commercial Purposes. Borrower intends to use the proceeds of

the Loan solely for the purpose of carrying on a business and that the obligation
evidenced by this Note is an exempted transaction under the Truth in Lending Act, as
amended.

2.3 Affirmative Covenants. Borrower covenants and agrees with

Lender that, so long as this Agreement remains in effect, Borrower will:

(a) Litigation. Promptly inform Lender in writing of (i) all material

adverse changes in the financial condition of Borrower and (ii) all litigation and claims
and all threatened litigation and claims affecting Borrower which could materially
affect the financial condition of Borrower.

(b) Financial Records. Maintain its books and records in accordance

with generally accepted accounting principles, and permit Lender to examine and audit
Borrower's books and records at all reasonable times. Borrower will maintain and
permit online access to its books and records for review by Lender.

(c) Financial Reports. Prepare all financial statements and reports

required to be provided under this Agreement in accordance with generally accepted
accounting principles, and each statement and report shall be certified as being true and
correct to the best knowledge and belief by the chief executive officer or other officer
or person acceptable to Lender.

(d) Annual Financial Statements. Without demand or request by

Lender, furnish Lender with, as soon as available, but in no event later than one hundred
and twenty (120) days after the end of each fiscal year, Borrower's fiscal year-end
financial statements (including balance sheet and income statement and a statement of
cash flows), prepared and certified as correct to the best knowledge and belief by
Borrower’s chief executive officer or other officer or person acceptable to Lender.

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 (e) Monthly Financial Statements. Without demand or request by
Lender, furnish Lender with, as soon as available, but in no event later than thirty (30)
days after the end of each calendar month, Borrower’s month-end financial statements
(including balance sheet and income statement) for the prior month, prepared and
certified as correct to the best knowledge and belief by Borrower’s chief executive
officer or other officer or person acceptable to Lender, in online format.
(f) Tax Returns. Without demand or request by Lender, within
fifteen (15) days of the filing (but no later than the legal filing date or the applicable
extension date), furnish Lender with copies of the federal tax returns for the prior year
filed by Borrower with all schedules and supporting documentation.

(g) Additional Information. Furnish such additional information,

statements, lists of assets and liabilities, tax returns, and other reports with respect to
the financial condition and business operations of Borrower as Lender may reasonably
request from time to time.

(h) Taxes, Charges and Liens. Pay and discharge when due all of its
indebtedness and obligations, including without limitation all assessments, taxes,
governmental charges, levies and liens, of every kind and nature, imposed upon
Borrower or properties, income, or profits of Borrower, prior to the date on which
penalties would attach, and all lawful claims that, if unpaid, might become a lien or
charge upon any of the properties, income, or profits of Borrower. Provided, however,
Borrower will not be required to pay and discharge any such assessment, tax, charge,
levy, lien or claim so long as (i) the legality of the same shall be contested in good faith
by appropriate proceedings, and (ii) Borrower shall have established on its books
adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or
claim in accordance with generally accepted accounting principles. Borrower, upon
demand of Lender, will furnish to Lender evidence of payment of the assessments,
taxes, charges, levies, liens and claims and will authorize the appropriate governmental
official to deliver to Lender at any time a written statement of any assessments, taxes,
charges, levies, liens and claims against properties, income, or profits of Borrower.

(i) Operations. Substantially maintain its present executive and

management personnel (other than changes of present executive and management
personnel following the resignation or termination of an employee, where Lender has
approved the person replacing such employee within thirty days of resignation or
termination, which approval shall not be unreasonably withheld); conduct its business
affairs in a reasonable and prudent manner and in material compliance with all
applicable federal, state and local laws, ordinances, rules and regulations respecting its
properties, charters, businesses and operations. Upon prior notice to Borrower, Lender
or any agents or representatives of Lender shall have the right, at Borrower’s expense,
to visit and inspect the properties of Borrower once per calendar quarter and to discuss
the affairs, finances and accounts of Borrower with any officer of Borrower. Borrower
also commits to maintaining sustainable farming practices as represented to Lender as
a condition of the Loan.

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 (j) Indemnification and Release. Borrower shall indemnify, defend
and hold Lender and its successors and assigns harmless from and against all loss,
claims and damages arising from any breach of any warranty or representation
hereunder. Borrower hereby releases and exculpates Lender, its officers, employees and
designees, from any liability arising from any acts under this Agreement, the Note, or
the other Loan Documents, or in furtherance thereof whether of omission or
commission, and whether based upon any error of judgment or mistake of law or fact,
except for willful misconduct. In no event will Lender have any liability to Borrower
for lost profits or other special or consequential damages. The provisions of this
paragraph shall survive the termination of this Agreement and the payment in full of
the Obligations.

2.4 Negative Covenants. Borrower covenants and agrees with

Lender that as long as this Agreement remains in effect Borrower shall not, without the
prior written consent of Lender:

(a) Continuity of Operations; Corporate Structure and

Identity; Change of Control. (i) Engage in any business activities substantially different
than those in which Borrower is presently engaged, (ii) operate under any trade name
other than trade names, if any, identified in this Agreement, (iii) cease operations,
liquidate, merge, transfer, acquire or consolidate with any other entity, whether or not
Borrower is the surviving entity, (iv) dissolve or transfer or sell any assets out of the
ordinary course of business, (v) purchase or retire any of Borrower’s outstanding
shareholder interests or alter or amend Borrower’s capital structure, (vi) change its
taxpayer identification number, operate under another or additional taxpayer
identification number from the one currently employed, or change the state of its
organization from the one stated in their articles of organization to any other state or
jurisdiction, (vii) fail to prevent any transfer of any outstanding shareholder interests of
Borrower on the date of this Agreement to one or more parties, where such transfer,
taking into account every transfer on or after the date hereof, individually or on a
cumulative basis with other transfers to third parties, results in third parties holding ten
(10%) percent or greater of the outstanding voting interests of Borrower (such a
transfer, a “Change of Control”). “Third Parties” means any party that is not an existing
member or manager, or any children’s trust for the benefit of the children of an existing
member or manager where the existing member or manager is trustee of such trust with
total voting power over such trust.

(b) Loans, Acquisitions and Guaranties. (i) Loan, invest in

or advance money or assets other than in the ordinary course of Borrower’s business,
(ii) purchase, create or acquire any interest in any other enterprise or entity, or (iii) incur
any obligation as surety or guarantor other than in the ordinary course of business.

SECTION THREE

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 ADVANCES TO LENDER

3.1 Advances. Lender, at its option, during the continuance of any Event of
Default, may make any advance to itself for the payment of any and all other reasonable
costs and fees incurred by Lender and required to be paid by Borrower pursuant to the
Loan Documents, and the execution of this Agreement by Borrower shall and does
constitute an irrevocable direction and authorization to so advance funds. Borrower
hereby authorizes Lender to make advances under the Loan in amounts necessary to
pay any fees provided for under this Agreement, and in order to pay any accrued interest
due under the Note.

SECTION FOUR

DEFAULT AND REMEDIES

4.1 Events of Default. Each of the following shall constitute an "Event of

Default" under this Agreement:

(a) Failure to Pay. If Borrower fails to make any payment owing to

Lender under the terms of this Agreement or the Note within five (5) days after receipt
of a notice by Lender that such payment is owed;

(b) Failure to Observe Covenants. Except as otherwise expressly

provided in this Agreement or in the Note, if Borrower fails to perform or observe any
term, covenant, warranty or agreement contained in this Agreement or in the Note and
such failure shall continue for a period of thirty (30) days after written notice of such
failure has been given to Borrower by Lender;

(c) Defaults under Note. If an Event of Default shall occur under the
Note and shall not be cured within any applicable notice, grace and/or cure period; or

(d) Breach of Representation. Discovery that any representation or

warranty made or deemed made by Borrower in this Agreement or in the Note, or any
statement or representation made in any certificate, report or opinion delivered pursuant
to this Agreement or the Note or in connection with any borrowing under this
Agreement by Borrower, was materially untrue when made or deemed made.

(e) Other Defaults in Favor of Lender. Should Borrower default

under any other loan, extension of credit, security agreement, or obligation in favor of
Lender, after lapse of any applicable notice and curative period (if any).

(f) Default in Favor of Third Parties. Should Borrower default under

any loan, extension of credit, security agreement, purchase or sales agreement, or any
other agreement, in favor of any other creditor or person that may materially affect any
of Borrower's property, or Borrower's ability to perform their respective obligations
under this Agreement or pertaining to the Obligations.

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 (g) Insolvency. Should the suspension of business, failure or
insolvency, however evidenced, of Borrower occur or exist.

(h) Readjustment of Obligations. Should proceedings for

readjustment of indebtedness, reorganization, bankruptcy, composition or extension
under any insolvency law be brought by or against Borrower.

(i) Assignment for Benefit of Creditors. Should Borrower file

proceedings for a respite or make a general assignment for the benefit of creditors.

(j) Receivership. Should a receiver of all or any part of Borrower's

property be applied for or appointed.

(k) Dissolution Proceedings. Should proceedings for the dissolution

or appointment of a liquidator of Borrower be commenced.

(l) Insecurity. Should Lender in good faith deem itself to be

insecure with regard to repayment of the Loan, after providing Borrower with notice of
such insecurity, specifying the cause of such insecurity and providing Borrower with a
thirty (30) day period to cure such insecurity.

(m) Sustainable Farming Practices. Should Borrower fail to maintain

sustainable farming practices.

4.2 Remedies. Upon the occurrence and during the continuance of an Event
of Default that continues beyond the expiration of any applicable notice, grace and/or
cure period (a) Lender, at its option, by written notice to Borrower, may declare all
indebtedness to Lender under this Agreement and the Note to be immediately due and
payable, whether such indebtedness was incurred prior to, contemporaneous with or
subsequent to the date of this Agreement and whether represented in writing or
otherwise, without presentment, demand, protest or further notice of any kind, (b) all
commitments and obligations of Lender under this Agreement or any other agreement
will terminate, and (c) Lender may exercise all rights and remedies available to it under
this Agreement, the Note and applicable law. Borrower agrees to pay all costs and
expenses incurred by Lender in enforcing any obligation under this Agreement or the
Note, including, without limitation, reasonable attorneys' fees. No failure or delay by
Lender in exercising any power or right will operate as a waiver of such power or right,
nor will any single or partial exercise of any power or right preclude any other future
exercise of such power or right, or the exercise of any other power or right.

If any Event of Default shall occur, Lender shall have the additional right, at its sole
option, to file an appropriate collection action against Borrower. Borrower further
agrees that Lender's remedies shall be cumulative in nature and nothing under this
Agreement or otherwise, shall be construed as to limit or restrict the options and
remedies available to Lender following any event of default under this Agreement or
otherwise.

Except as may be prohibited by applicable law, all of Lender's rights and remedies shall
be cumulative and may be exercised singularly or concurrently. Election by Lender to
pursue any remedy shall not exclude pursuit of any other remedy, and an election to
Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
make expenditures or to take action to perform an obligation of Borrower shall not
affect Lender's right to declare a default and to exercise its rights and remedies.

SECTION FIVE

MISCELLANEOUS

5.1 Defined Terms. All meanings assigned to defined terms in this

Agreement shall be applicable to the singular and plural forms of the terms defined.

5.2 Notices. All notices sent in connection with this Agreement shall be
given in writing at the addresses set forth below and shall be effective for all purposes
if sent by (a) hand delivery, (b) certified or registered mail, (c) overnight delivery
service, or (d) email provided that such notice must also be delivered by one of the
means set forth in (a), (b) or (c) above.

If to Borrower:

Borrower Contact Information (as defined in Exhibit A)

If to Lender:

Lender Contact Information (as defined in Exhibit A)

All such notices and other communications shall be deemed given and effective (a) if
by hand delivery, then on actual receipt (or refusal of receipt), (b) if by mail, then on
actual receipt or five (5) calendar days after mailing as provided above (whichever is
earlier), (c) if by overnight prepaid delivery service, then on the first Business Day after
delivery to the delivery service, or (d) if by email, then on actual receipt. Notice of
change of address may be given at any time and shall be sent in the manner set forth in
this Section 5.2.

5.3 Successors and Assigns. This Agreement will be binding on and inure
to the benefit of Lender and Borrower and their respective successors, assigns, personal
representatives, executors and administrators; provided, however, that Borrower may
not assign or transfer its rights under this Agreement.

5.4 Entire Agreement. Except for the Note, this Agreement represents the
entire agreement between Lender and Borrower, supersedes all prior agreements and
may be modified only by an agreement in writing.

5.5 Survival. All agreements, covenants, representations and warranties

made in this Agreement and all other provisions of this Agreement will survive the
delivery of this Agreement

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

and the Note and the making of the advances under this Agreement and will remain in
full force and effect until the indebtedness of Borrower under this Agreement and the
Note is fully repaid or discharged and Lender has no further obligations to make any
advances under the Loan.

5.6 Governing Law. This Agreement and any claim, controversy or dispute
arising under or related to this Agreement shall be governed by and construed in
accordance with the laws of the State of New York, United States of America, without
reference to conflicts of law principles.

5.7 Expenses. Borrower shall pay all out-of-pocket expenses incurred by

Lender in connection with the transaction contemplated by this Agreement and the
administration of the Loan, in the event of default including Lender’s internal costs, the
reasonable fees and expenses of its counsel and the Origination Fee (as defined in
Exhibit A).

5.8 Headings. Section headings are for convenience of reference only and
shall not affect the interpretation of this Agreement.

5.9 Third Party Beneficiary. The parties do not intend the benefits of this
Agreement or the Note to inure to any third party.

5.10 Waiver of Jury Trial. BORROWER, TO THE FULLEST EXTENT

THAT IT MAY LAWFULLY DO SO, WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY
TORT ACTION, BROUGHT BY EITHER PARTY HERETO WITH RESPECT
TO THIS AGREEMENT OR THE NOTE. BORROWER AGREES THAT
LENDER MAY FILE A COPY OF THIS WAIVER WITH ANY COURT AS
WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
BARGAINED AGREEMENT OF BORROWER: (1) TO WAIVE ITS RIGHT
TO TRIAL BY JURY AND (2) THAT ANY DISPUTE OR CONTROVERSY
WHATSOEVER BETWEEN BORROWER AND LENDER SHALL INSTEAD
BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.

5.11 Waiver. The rights of Lender under this Agreement and the Note shall
be in addition to all other rights provided by law. No waiver of any provision of this
Agreement, or the Note, shall be effective unless in writing, and no waiver shall extend
beyond the particular purpose involved. No waiver in any one case shall require Lender
to give any subsequent waivers. No delay or omission on the part of Lender in
exercising any right shall operate as a waiver of such right or any other right. A waiver
by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of
Lender's right otherwise to demand strict compliance with that provision or any other
provision of this Agreement. No prior waiver by Lender, nor any course of dealing
between Lender and Borrower, shall constitute a waiver of any of Lender's rights or of
any obligations of Borrower to any future transactions. Whenever the consent of Lender
is required under this Agreement, the granting of such consent by Lender in any
instance shall not constitute continuing consent in subsequent instances where such
consent is required and in all cases such consent may be granted or withheld in the sole
discretion of Lender.
Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
 5.12 Severability. If any provision of this Agreement or the Note is held to
be void, invalid, illegal or unenforceable in any respect, such provision shall be fully
severable and this Agreement or the Note, as applicable, shall be construed as if the
void, invalid, illegal or unenforceable provision were not included in this Agreement
or in the Note, as applicable.

5.13 No Setoffs. With respect to a monetary default claimed by Lender under

this Agreement or the Note, no setoff, claim, counterclaim, reduction or diminution of
any obligation or defense of any kind or nature that Borrower has or may have against
Lender shall be available against Lender in any action, suit or proceeding brought by
Lender to enforce this Agreement or the Note. The foregoing shall not be construed as
a waiver by Borrower of any such rights or claims against Lender, but any recovery
upon any such rights or claims shall be had from Lender separately, it being the intent
of this Agreement and the Note that Borrower shall be obligated to pay, absolutely and
unconditionally, all amounts due under this Agreement and the Note.

5.14 Publicity. Lender and Borrower shall announce and publicize the
financing evidenced hereby in such a manner as Lender may elect.

5.15 Counterparts. This Agreement may be executed for the convenience of

the parties in several counterparts, and each of which is to be deemed to complete in
and of itself, and any one of which may be introduced in evidence or used for any other
purpose without the production of the other counterparts thereof.

5.16 Consent to Jurisdiction. Borrower hereby consents and submits to the

exclusive jurisdiction and venue of any local or federal court sitting in the State of New
York, United States of America, with respect to any legal action or proceeding arising
with respect to this Agreement and waives all objections which it may have to such
jurisdiction and venue.

5.17 Consent to Loan Participation. Borrower hereby recognizes and agrees

that Lender may, from time to time, one or more times, transfer all or any portion of the
Obligations to one or more third parties. Such transfers may include, but are not limited
to, sales of participation interests in such Obligations in favor of one or more third party
lenders. Borrower specifically (i) consents to all such transfers and assignments and
waives any subsequent notice of and right to consent to any such transfers and
assignments as may be provided under applicable law; (ii) agrees that the purchaser of
a participation interest in the Obligations will be considered as the absolute owner of a
percentage interest of such Obligations and that such a purchaser will have all of the
rights granted to the purchaser under any participation agreement governing the sale of
such a participation interest; (iii) waives any right of offset that Borrower may have
against Lender and/or any purchaser of such a participation interest in the Obligations
and unconditionally agrees that either Lender or such a purchaser may enforce
Borrower's Obligations under this Agreement, irrespective of the failure or insolvency
of Lender or any such purchaser; (iv) agrees that any purchaser of a participation
interest in the Obligations may exercise any and all rights of counter-claim, set-off,
banker's lien and other liens with respect to any and all monies owing to the Borrower;
and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender
may transfer and deliver any and all collateral securing repayment of such Obligations
to the transferee of such Obligations and such collateral shall secure any and all of the
Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
Obligations in favor of such a transferee, and after any such transfer has taken place,
Lender shall be fully discharged from any and all future liability and responsibility to
Borrower with respect to such collateral, and the transferee thereafter shall be vested
with all the powers, rights and duties with respect to such collateral.

5.18 Maximum Interest Rate. No provision of this Agreement, the Note, or

any other Loan Document shall require the payment or permit the collection of interest
in excess of the maximum permitted by applicable law (the "Maximum Rate"). If
interest in excess of the Maximum Rate is provided for in this Agreement, in any other
Loan Document, or otherwise in connection with the Loan, or is adjudicated to be so
provided, the provisions of this section shall govern and prevail and Borrower shall be
obligated to pay the excess amount of such interest or any other excess sum paid for the
use, forbearance, or detention of Advances made under this Agreement. In the event
Lender ever receives, collects or applies, as interest due and payable under the Note,
any sum in excess of the Maximum Rate, the amount of the excess shall be applied as
a payment and reduction of the principal of the indebtedness represented by the Note;
and if the principal of the indebtedness represented by the Note has been fully paid, any
remaining excess shall forthwith be paid to Borrower. In determining whether or not
interest paid or payable exceeds the Maximum Rate, Borrower and Lender shall, to the
extent permitted by applicable law, (a) characterize any non-principal payment as an
expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and
the effects thereof, and (c) amortize, prorate, allocate and spread, in equal or unequal
parts, the total amount of interest throughout the entire contemplated term of the
indebtedness represented by the Note so that interest for the entire term does not exceed
the Maximum Rate.

5.19 Sole Discretion of Lender. Whenever Lender's consent or approval is

required under this Agreement, the decision as to whether or not to consent or approve
shall be in the sole and exclusive discretion of Lender and Lender's decision shall be
final and conclusive.

5.20 Joint and Several Liability. If there is more than one Borrower under this
Agreement, the obligations and covenants of each Borrower hereunder shall be joint
and several.

5.21 Relationship Between the Parties. The relationship between Lender shall
be solely that of lender and borrower and such relationship shall not, under any
circumstances whatsoever, be construed to be a joint venture, joint adventure, or
partnership. All obligations of Lender to make advances hereunder are imposed solely
and exclusively for the benefit of Lender and its assigns. No other person shall have
standing to require satisfaction of such condition or be entitled to assume that Lender
will refuse to make the advance in the absence of strict compliance with any or all
conditions thereof, and no other person shall, under any circumstances, be deemed to
be a beneficiary of such conditions, any or all of which may be freely waived, in whole
or in part, by Lender at any time in its sole discretion.

5.22 USA Patriot Act Notification. The following notification is provided to

Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section
5318:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
NEW ACCOUNT. To help the government fight the funding of
terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify, and record information that
identifies each person or entity that opens an account, including any
deposit account, treasury management account, loan, other extension
of credit, or other financial services product. This will affect the
Borrower in several ways. When Borrower opens an account, if
Borrower is an individual, Lender will ask for Borrower’s name,
taxpayer identification number, residential address, date of birth, and
other information that will allow Lender to identify Borrower, and, if
Borrower is not an individual, Lender will ask for Borrower’s name,
taxpayer identification number, business address, and other
information that will allow Lender to identify Borrower. Lender may
also ask, if Company is an individual, to see Borrower’s driver’s
license or other identifying documents, and, if Borrower is not an
individual, to see Borrower’s legal organizational documents or other
identifying documents.

[Signature Pages Follow]

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement
to be executed in their respective names under seal as of the day and year first above
written.

BORROWER:

By: __________________________
Name: Mason Walker
Title: CEO
07 / 09 / 2020
Date:

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

LENDER:

STEWARD LENDING LLC,

a New York limited liability company

By: ______________________
Name: Daniel S. Miller
Title: President
07 / 09 / 2020
Date:

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 PROMISSORY NOTE

Principal Amount (as defined in Exhibit A) Date (as defined in Exhibit A)

FOR VALUE RECEIVED, Borrower (as defined in Exhibit A) (the “Maker”),

promises to pay to the order of Lender (as defined in Exhibit A) (together with any
subsequent holder of this Note, a "Holder"), the Principal Amount, or such lesser
principal amount as is actually disbursed by Holder to Maker, plus interest thereon and
all costs, fees and expenses, to be calculated and payable as provided in this Promissory
Note (this "Note").

Maker agrees to pay the principal sum of this Note plus interest thereon and all other
sums due and/or payable under this Note in accordance with the following terms and
conditions:

1. Advances. Proceeds of this Note shall be advanced in

accordance with the terms and conditions of that certain Loan Agreement of even date
herewith by and between the Maker and Holder (the “Loan Agreement”).

2. Interest Rate; Payments. Subject to Holder's right to charge the

Default Rate (as hereinafter defined) pursuant to Section 4 hereof, this Note shall bear
interest, and Maker shall make payments as follows:

(a) Interest shall accrue on the unpaid principal balance of this Note at the
Interest Rate (as defined in Exhibit A). For purposes of computing interest on the debt
evidenced hereby, interest shall be calculated on the basis of a three hundred sixty-five
(365) day calendar year applied to the actual number of days funds are outstanding.
Payments (or prepayments) made on account hereof shall be applied first to the payment
of late charges or other fees and costs owed to Holder (if any), next to the payment of
accrued and unpaid interest, and then to principal, or, during the continuance of an
Event of Default (as hereinafter defined), in such other order or proportion as Holder,
in its sole discretion, may elect from time to time.

(b) Interest and principal fully amortized over the term of the Note shall be
due and payable monthly in accordance with the Payment Schedule set forth in Exhibit
A. Maker may at any time or from time to time make a voluntary prepayment, whether
in whole or in part, of this Note, without premium or penalty.

For purposes of this Note, the term "Obligations" as used herein means the obligation
to pay to Holder: (i) any and all sums due to Holder under the terms of this Note or the
Loan Agreement; (ii) in the event of any proceeding to enforce this Note, the expenses
of any exercise by Holder of Holder's rights under this Note, together with reasonable
attorneys' fees, expenses of collection and court costs; and (iii) any indebtedness or
liability that may exist or arise as a result of any payment on this Note made by or for
the benefit of Maker being avoided or set aside as a preference under Sections 547 or
550 of the United States Bankruptcy Code, as amended, or any state laws governing
insolvency or creditors' rights.

3. No Line of Credit. Principal amounts repaid or prepaid under

this Note prior to the Maturity Date shall not be available for reborrowing hereunder.
Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
 4. Event of Default; Default Interest; Late Charge. The
occurrence of an Event of Default under the Loan Agreement shall constitute an event
of default (an "Event of Default") hereunder, and shall entitle Holder to exercise
Holder's rights and remedies under this Note, the Loan Agreement, at law, in equity or
otherwise.

On the occurrence of an Event of Default: (a) the Obligations shall become immediately
due and payable and Holder may accelerate and call due the unpaid principal balance
of the Note, and all accrued interest and other sums due hereunder as of the date of the
Event of Default; (b) Holder may exercise any rights and remedies available to Holder
under the terms of the Loan Agreement, at law, in equity or otherwise; and (c) the
Obligations shall bear interest at a per annum interest rate equal to the lesser of (i) the
Maximum Amount (as defined in Section 9 hereof) and (ii) the Interest Rate plus five
percent (5%) (the "Default Rate"). If Maker fails to pay any sums due under this Note
or the Loan Agreement on the date when the same is due, Maker shall pay to Holder on
demand a late charge on such sum in an amount equal to the lesser of (i) five percent
(5%) of such unpaid amount, and (ii) the maximum late charge permitted to be charged
under the laws of the State of New York (a "Late Charge"). Maker will also pay to
Holder, after an Event of Default occurs, in addition to the amount due and any Late
Charges, all reasonable costs of collecting or attempting to collect this Note or the Loan
Agreement, including, without limitation, court costs and reasonable attorneys' fees
(including reasonable attorneys' fees on any appeal by either Maker or Holder and in
any bankruptcy proceedings).

5. Prepayment. There shall be no prepayment fee for any

prepayments made under this Note. Maker may prepay all or part of the principal of
this Note at any time.

6. Method and Place of Payments; Application of Payments;

Maker Obligations Absolute.

(a) Except as otherwise specifically provided herein, all payments under

this Note and the Loan Agreement shall be made to Holder on the date when due and
shall be made in lawful money of the United States of America.

(b) Except as specifically set forth in this Note or the Loan Agreement, all
sums payable by Maker under this Note or the Loan Agreement shall be paid without
notice, demand, counterclaim (other than mandatory counterclaims), setoff, deduction
or defense and without abatement, suspension, deferment, diminution or reduction.

7. Waivers. With respect to the amounts due pursuant to this Note

or the Loan Agreement, Maker waives the following: (a) all rights of exemption of
property from levy or sale under execution or other process for the collection of debts
under the Constitution or laws of the United States or any State or jurisdiction thereof;
(b) demand, presentment, protest, notice of dishonor, notice of nonpayment, notice of
protest, notice of intent to accelerate, notice of acceleration, suit against any party,
diligence in collection of this Note, and all other requirements necessary to enforce this
Note except for notices required by Governmental Authorities (as hereinafter defined)
and notices required by this Note or the Loan Agreement (if any); and (c) any further

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

receipt by Holder or acknowledgment by Holder of any collateral now or
hereafter deposited as security for this Note (if any). Borrower further severally agrees
that discharge or release of any party who is or may be liable to Lender for the
indebtedness represented hereby, or the release of any collateral directly or indirectly
securing repayment hereof, shall not have the effect of releasing any other party or
parties, who shall remain liable to Lender, or of releasing any other collateral that is not
expressly released by Lender. Borrower additionally agrees that Lender's acceptance of
payment other than in accordance with the terms of this Note, or Lender's subsequent
agreement to extend or modify such repayment terms, or Lender's failure or delay in
exercising any rights or remedies granted to Lender, shall likewise not have the effect
of releasing Borrower or any other party or parties from their respective obligations to
Lender, or of releasing any collateral that directly or indirectly secures repayment
hereof. In addition, any failure or delay on the part of Lender to exercise any of the
rights and remedies granted to Lender shall not have the effect of waiving any of
Lender's rights and remedies. Any partial exercise of any rights and/or remedies granted
to Lender shall furthermore not be construed as a waiver of any other rights and
remedies; it being Borrower's intent and agreement that Lender's rights and remedies
shall be cumulative in nature. Borrower further agrees that, should any default event
occur or exist under this Note, any waiver or forbearance on the part of Lender to pursue
the rights and remedies available to Lender, shall be binding upon Lender only to the
extent that Lender specifically agrees to any such waiver or forbearance in writing. A
waiver or forbearance on the part of Lender as to one default event shall not be
construed as a waiver or forbearance as to any other default. Borrower further agrees
that any late charges provided for under this Note will not be charges for deferral of
time for payment and will not and are not intended to compensate Lender for a grace
or cure period, and no such deferral, grace or cure period has or will be granted to
Borrower in return for the imposition of any late charge. Borrower recognizes that
Borrower's failure to make timely payment of amounts due under this Note will result
in damages to Lender, including but not limited to Lender's loss of the use of amounts
due, and Borrower agrees that any late charges imposed by Lender hereunder will
represent reasonable compensation to Lender for such damages. For purposes of this
Note, "Governmental Authorities" means national, federal, state, regional or local
government, or any other political subdivision of any of the foregoing, in each case
with jurisdiction over Maker, or any Person with jurisdiction over Maker. "Person"
shall mean any individual, corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated organization, court or
government or political subdivision or agency thereof.

8. Usury Savings Clause. This Note and the Loan Agreement are
subject to the express condition that at no time shall Maker be obligated or required to
pay interest on the Obligations at a rate which could subject Holder to either civil or
criminal liability as a result of being in excess of the maximum rate of interest
designated by applicable laws relating to payment of interest and usury (the "Maximum
Amount"). If, by the terms of this Note or the Loan Agreement, Maker is at any time
required or obligated to pay interest on the Obligations at a rate in excess of the
Maximum Amount, the interest rate shall be deemed to be immediately reduced to the
Maximum Amount and all previous payments in excess of the Maximum Amount shall
be deemed to have been payments in reduction of principal and not on account of the
interest due hereunder. All sums paid or agreed to be paid to Holder for the use,
forbearance or detention of the sums due under this Note, shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the full
Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
stated term of this Note until payment in full so that the rate or amount of interest on
account of this Note does not exceed the Maximum Amount from time to time in effect
and applicable to this Note for so long as this Note is outstanding.
9. Modifications; Remedies Cumulative; Setoffs. Holder shall
not by any act, delay, omission or otherwise be deemed to have modified, amended,
waived, extended, discharged or terminated any of its rights or remedies, and no
modification, amendment, waiver, extension, discharge or termination of any kind shall
be valid unless in writing and signed by Holder and Maker. All rights and remedies of
Holder under the terms of this Note and applicable statutes or rules of law shall be
cumulative and may be exercised successively or concurrently. Maker agrees that there
are no defenses, equities or setoffs with respect to the obligations set forth herein as of
the date hereof, and to the extent any such defenses, equities or setoffs may exist, the
same are hereby expressly released, forgiven, waived and forever discharged.

10. Severability. Wherever possible, each provision of this Note

shall be interpreted in such manner as to be effective and valid under applicable Legal
Requirements (as hereinafter defined), but if any provision of this Note shall be
prohibited by or invalid under applicable Legal Requirements, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Note. For purposes of
this Note, "Legal Requirements" means all ordinances, statutes, rules, regulations,
orders, injunctions, writs, judgments or decrees of Governmental Authorities or any
court or similar entity affecting the Maker, or this Note.

11. Notices. All notices sent in connection with this Note shall be
given in accordance with the terms and conditions of the Loan Agreement.

12. Governing Law. This Agreement and any claim, controversy or

dispute arising under or related to this Agreement shall be governed by and construed
in accordance with the laws of the State of New York, United States of America,
without reference to conflicts of law principles.

13. Venue. Maker hereby consents and submits to the exclusive

jurisdiction and venue of any local or federal court sitting in the State of New York,
United States of America, with respect to any legal action or proceeding arising with
respect to this Note and waives all objections which it may have to such jurisdiction
and venue.

14. Waiver of Jury Trial. MAKER, TO THE FULLEST

EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES TRIAL BY JURY IN
ANY ACTION OR PROCEEDING, INCLUDING, WITHOUT LIMITATION,
ANY TORT ACTION, BROUGHT BY EITHER PARTY HERETO WITH
RESPECT TO THIS NOTE OR THE LOAN AGREEMENT. MAKER AGREES
THAT THE HOLDER MAY FILE A COPY OF THIS WAIVER WITH ANY
COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
BARGAINED AGREEMENT OF THE MAKER: (1) TO WAIVE ITS RIGHT
TO TRIAL BY JURY AND (2) THAT ANY DISPUTE OR CONTROVERSY
WHATSOEVER BETWEEN MAKER AND HOLDER SHALL INSTEAD BE
TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.
Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
 15. Binding Obligation. Maker shall not assign or otherwise
transfer this Note or its obligations hereunder without Holder's prior written consent in
its sole and absolute discretion. This Note shall be binding on and shall inure to the
benefit of the parties and their respective successors and permitted assigns.

16. Final Agreement. This Note contains the final and entire
agreement and understanding of the parties, and any terms and conditions not set forth
in this Note are not a part of this Note and the understanding of the parties hereto.

17. Time of Essence. Time is of the essence to this Note.

18. Invalidity. If any provision or part of any provision of this Note

shall for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision or the
remaining part of any effective provision of this Note and this Note shall be construed
as if such invalid, illegal or unenforceable provision or part thereof had never been
contained herein, but only to the extent of its invalidity, illegality or unenforceability.

19. Sales and Assignments. Holder may assign, sell, securitize,

participate, pledge and/or otherwise transfer all or any portion of Holder's right, title
and interest in, to and under this Note and/or the Loan Agreement in one or more
transactions.

20. Commercial Purpose. Maker represents and warrants that the

loan evidenced by this Note was made and transacted solely for the purpose of carrying
on a business or an investment in real estate and that the obligation evidenced by this
Note is an exempted transaction under the Truth in Lending Act, as amended.

21. Days. Unless otherwise stated, as reference herein, and in the

Loan Agreement, "day" shall mean a calendar day. Where used herein, and in the Loan
Agreement, "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banks under the laws of the State of New York are authorized or required to
be closed.

22. Joint and Several Liability. If there is more than one Borrower
executing this Note below, the obligations and covenants of each Borrower shall be
joint and several.

EACH OF THE UNDERSIGNED HEREBY VOLUNTARILY,

INTELLIGENTLY AND KNOWINGLY EMPOWERS THE PROTHONOTARY OR
ANY ATTORNEY OR ANY COURT OF RECORD TO APPEAR FOR THE
UNDERSIGNED AND TO CONFESS JUDGMENT AS OFTEN AS NECESSARY
FOR THE PRINCIPAL AMOUNT OF THIS NOTE AND SOME OR ALL OTHER
AMOUNTS DUE UNDER THIS NOTE, INCLUDING WITHOUT LIMITATION
INTEREST, LATE CHARGES, COSTS OF SUIT, AND AN ATTORNEY’S
COMMISSION EQUAL TO 10% OF THE TOTAL OF ALL SUCH AMOUNTS, BUT
NOT LESS THAN $500.00, AND EACH OF THE UNDERSIGNED HEREBY
RELEASES ALL ERRORS OR DEFECTS IN ANY SUCH ACTION AND THE
ENTRY OF ANY SUCH JUDGMENT, AND WAIVES ALL LAWS EXEMPTING
REAL OR PERSONAL PROPERTY FROM EXECUTION.
Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104
IN WITNESS WHEREOF, Maker has executed this Note under seal as of the date
first above written.

MAKER:

By:_______________________
Name: Mason Walker
Title: CEO

Date: 07 / 09 / 2020

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 EXHIBIT A

DEFINED TERMS
“Authorized Person” means Mason Walker, Nathan Howard, Aaron Howard

“Borrower” means East Fork Hemp LLC

“Borrower Contact Information” means East Fork Hemp LLC

10325 Takilma Road
Cave Junction, OR 97523
[email protected]
503-964-0253
“Borrower Jurisdiction” means State of Oregon

“Borrower Entity Type” means Limited Liability Company

“Business Purpose” means Agricultural investments

“Disbursement Schedule” means Lender shall advance the Principal Amount of the
Loan on the Settlement Date.
“Effective Date” means July 9, 2020

“Interest Rate” means 10%

“Lender” means Steward Lending LLC, a New York limited liability

company, having an address at 228 Park Ave S
#83098, New York, NY 10003
“Lender Contact Information” Steward Lending LLC
228 Park Ave S #83098
New York, NY 10003
[email protected]
(503) 868-0400
“Maturity Date” means July 15, 2023

“Origination Fee” means 3% of the Principal Amount, excluding existing

lenders as identified to Lender prior to the closing of
the Loan.
“Payment Schedule” means The first payment shall be due and payable on the
first 15th day of the calendar month following ninety
(90) days from the Settlement Date, and thereafter
on the 15th day of each month, until Borrower has
made payment of all Obligations pursuant to the
terms of the Note.
“Principal Amount” means

“Settlement Date” means

Doc ID: 67d22528c572fe00fd3c9076ba640d0c217c4104

 Audit Trail

Title
Steward Loan Agreement & Note (Updated)
File Name
East Fork- Unsecu...Note 07.09.20.pdf
Document ID
67d22528c572fe00fd3c9076ba640d0c217c4104
Audit Trail Date Format
MM / DD / YYYY
Status Completed

07 / 09 / 2020 Sent for signature to Daniel Miller ([email protected]) and

11:49:31 UTC-5 Mason Walker ([email protected]) from
[email protected]
IP: 90.116.215.234

07 / 09 / 2020 Viewed by Mason Walker ([email protected])

11:54:29 UTC-5 IP: 98.33.164.233

07 / 09 / 2020 Viewed by Daniel Miller ([email protected])

11:56:58 UTC-5 IP: 69.2.165.173

07 / 09 / 2020 Signed by Daniel Miller ([email protected])

11:58:15 UTC-5 IP: 69.2.165.173

07 / 09 / 2020 Signed by Mason Walker ([email protected])

12:39:23 UTC-5 IP: 98.33.164.233

07 / 09 / 2020 The document has been completed.

12:39:23 UTC-5