Exhibit 99.31

 

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made effective as of January 9, 2020, by and among Michicann Medical Inc., Mid-American Growers, Inc., RWB Acquisition Sub, Inc. and Arthur VanWingerden and Ken VanWingerden, as Sellers.

 

BACKGROUND

WHEREAS, the parties entered into that certain Agreement and Plan of Merger, dated as of October 9, 2019, as amended by that Amendment No. 1 to Agreement and Plan of Merger dated as of  November 1, 2019 (as amended, the “Merger Agreement”); and

WHEREAS, the parties desire to amend certain terms and conditions of the Merger Agreement as set forth herein in accordance with the terms of Section 11.4 of the Merger Agreement and to provide for the joinder of certain additional parties to the Merger Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Waiver of RTO Closing Condition.

a. In exchange for the amendments to certain terms and conditions of the Merger Agreement as set forth herein, each of Buyer and Sellers hereby waives the closing condition set forth in Section 7.3(b) that requires completion of the RTO prior to Closing.   

2. Hemp Operations Payable

a. Section 7.3(c) of the Merger Agreement is hereby deleted and replaced as Section 7.1(p) of the Merger Agreement as follows:

(p) Sellers shall provide evidence satisfactory to Buyer that the Hemp Operations Payable has been paid or satisfied by the Company in full prior to Closing.

b. Section 9.6 of the Merger Agreement is hereby amended and restated in its entirety as follows:

 

Hemp Operations Payable. Prior to Closing, the Sellers will cause the Company to pay in full or otherwise satisfy the Hemp Operations Payable and terminate that certain confirmation of payable agreement dated October 9, 2019, so that as of Closing, the Company shall not owe any payables or any other amounts or obligations to NZ Newco, LLC, a Kentucky limited liability company (“NZ”). Evidence of such payment or other satisfaction of the Hemp Operations


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Payable shall include, without limitation, acknowledgment by NZ in a separate letter agreement that such payable is deemed satisfied and the Company no longer owes any such amounts or obligations to NZ or its affiliates and the letter agreement is deemed terminated with no further force or effect. Without limiting the foregoing, but for the avoidance of doubt, the Hemp Operations Payable is an Excluded Liability that shall not remain a Company obligation following the Closing.

c. Section 10.1(f) of the Merger Agreement is hereby amended and restated in its entirety as follows:

(f) any Excluded Liabilities (including the Hemp Operations Payable);

3. Amendments Relating to Merger Consideration.

a. Section 2.2 of the Merger Agreement is hereby amended and restated in its entirety as follows:

(a) Within two (2) Business Days of execution of this Agreement, Buyer shall pay to Sellers a cash payment equal to $5,000,000 and (ii) on or around November 1, 2019, Buyer shall pay to Sellers a cash payment equal to $1,000,000 (together, the payments under clauses (i) and (ii), the “Deposit”), which Deposit shall be applied toward the Aggregate Purchase Price at Closing, or should the Closing not occur and this Agreement is terminated, such Deposit shall be fully refundable to Buyer by Sellers in accordance with Section 8.3.

(b) At the Closing, Sellers shall deliver and surrender to Buyer (or to Buyer’s agent) the Certificates formerly representing the issued and outstanding Company Capital Stock.

 

(c) At the Closing, Buyer shall deliver to the applicable party listed below the following:

 

(i) to Sellers, a cash payment equal to the Estimated Merger Consideration, minus the Deposit, by wire transfer of immediately available funds in accordance with the distribution schedule and to the account or accounts designated by Sellers on Schedule 2.2, subject to that Letter of Direction to be delivered by Sellers at Closing with respect to Bruce Daniel; and

(ii) At Buyer’s election, Buyer shall cause the refinancing of the Specified Indebtedness in connection with the Closing (or, if permissible, the parties shall cause the Company shall to retain the Specified Indebtedness at the Closing, in either case, Specified Indebtedness shall be deemed paid by Buyer as a result of such refinancing or assumption; and

 

(iii) Buyer shall pay, or cause to be paid, on behalf of Sellers, the


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Estimated Seller Transaction Expenses by wire transfer of immediately available funds as directed by Sellers.

(iv) [Intentionally Omitted].

(d) [Intentionally Omitted].

(e) Upon Closing, by virtue of this Section 2.2(e), Buyers shall be deemed to have issued to Sellers a non-transferrable, fully paid right (at the time specified below) to receive the shares of RWB Stock (pro rata in accordance with each Seller’s percentage set forth on Schedule 2.2) (the “RWB Stock Issuance Right”), which Stock Issuance Right entitles Sellers to the actual issuance of RWB Stock as follows:

(i) If the RTO will be completed prior to June 1, 2020, immediately prior to completion of the RTO, Buyer shall cause the issuance to Sellers of Michicann Stock in escrow (pro rata in accordance with each Seller’s percentage set forth on Schedule 2.2), without payment of any additional consideration by Sellers, and in connection with the completion of the RTO promptly thereafter, Sellers shall exchange such Michicann Stock for the shares issued in the RTO at the same exchange ratio available to other common stock holders of Michicann Stock, in accordance with the RTO exchange procedures and subject to and conditioned upon Sellers executing a mutually agreeable lock-up escrow agreement with Buyer, which will require a lock-up period expiring no later no later than six (6) months following the Closing Date for all of the RWB Stock (and, in any event, full lock-up in escrow of 20% of the RWB Stock for the later of 12 months after Closing or the date of the closure of the LUST Matter in accordance with this Agreement), and subject to the foregoing, will provide for the release of the RWB Stock to Sellers in accordance with a distribution schedule, with such legends as required by applicable securities laws. Buyer shall deposit directly with the escrow agent all shares of Michicann Stock and upon exchange of such shares in the RTO, all RWB Stock shall be deposited with the escrow agent accordingly.

(ii) If the RTO is not completed prior to June 1, 2020, then on June 1, 2020, (x) Buyer shall deliver to Sellers an aggregate cash payment equal to $5,000,000 by wire transfer of immediately available funds to the account or accounts designated by Sellers on Schedule 2.2 and (y) Buyer shall cause the issuance to Sellers of the shares of Michicann Stock (pro rata in accordance with each Seller’s percentage set forth on Schedule 2.2, as reduced by shares of Michicann Stock deposited in escrow as provided herein), subject to and conditioned upon Sellers and Buyer executing a mutually agreeable lock-up escrow agreement, which will require full lock-up in escrow of 20% of the RWB Stock for the later of 12 months


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after Closing or the date of the closure of the LUST Matter in accordance with this Agreement, and executing a shareholder’s agreement containing a drag-along provision in favor of the controlling shareholders substantially similar to the following:

 

In the event that shareholders of Michicann holding at least 51% of the issued and outstanding common shares of Michicann (the “Controlling Shareholders”) propose to sell or transfer all of their Common Shares to a third party on a share exchange, amalgamation, plan of arrangement or similar transaction in connection with an initial public offering, reverse takeover, qualifying transaction or other going public transaction involving Michicann or a sale of all of the shares of Michicann (the “Liquidity Event”), the Controlling Shareholders may, subject to compliance with all applicable securities laws, by written notice delivered to the Subscriber (the “Drag Along Notice”) require the Subscriber to transfer the Purchased Shares, and any additional shares of Common Shares which the Subscriber may own, for a consideration that is the same as the consideration per share of Common Shares at which the Controlling Shareholders propose to sell or transfer shares to the third party, all but not less than all the Common Shares owned by such Subscriber (the “Dragged Shares”). The delivery by the Controlling Shareholders of a Drag Along Notice shall bind the undersigned to sell or transfer the Dragged Shares. The date on which the sale or transfer is to close and the other closing arrangements (which shall be the same, mutatis mutandis, as those for the sale or transfer between the Controlling Shareholders and the third party) shall be as specified in the Drag Along Notice. Except as specifically provided for above, the Drag Along Notice shall contain only such terms and conditions, if any, as are identical to those pursuant to which the Controlling Shareholders propose to sell or transfer to the third party. This drag along shall terminate upon the earlier of (i) there being one beneficial owner of all of the shares of Michicann; and

(ii) the date of closing of the Liquidity Event.

Buyer shall deposit directly with the escrow agent all shares of Michicann Stock subject to such escrow arrangement.

(iii) Except as otherwise specifically provided in clauses (i) and (ii) above, prior to the issuance to Sellers of the RWB Stock, Sellers shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of Michicann or its successor in the RTO for any purpose, nor shall anything contained in the RWB Stock Issuance Right be construed to confer upon any Seller any of the rights of a shareholder of Michicann or its successor in the RTO or any right to vote, give or


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withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. Notwithstanding the foregoing, Michicann shall provide the Sellers with copies of the same notices and other information given to the shareholders of Michicann generally, contemporaneously with the giving thereof to the shareholders. Sellers acknowledge the RWB Stock Issuance Right is not transferrable by Sellers. Without limiting the foregoing, Sellers further acknowledge and agree that the RWB Stock Issuance Right and the RWB Stock is not and at the time of issuance will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. The RWB Stock will be issued with such legends as required by applicable securities laws.

 

b. Section 2.6(i) (Lock-Up Escrow Agreements) in the Merger Agreement is hereby amended and restated in its entirety as follows: [Intentionally Omitted]

c. Section 5.4 of the Merger Agreement is hereby amended and restated as follows: “Upon issuance in accordance with this Agreement, the RWB Stock will be duly and validly issued, outstanding as fully paid and non-assessable.”

d. Section 11.9 of the Merger agreement is hereby amended to add the following new definitions (to be placed in alphabetical order accordingly):

(i) “Lock-Up Escrow Agreements” means those certain escrow agreements executed by the Sellers in form mutually agreeable to Buyer and Sellers as contemplated by Section 2.2(e).

(ii) “Michicann Stock” means 17,133,600 shares of common stock in Michicann (which is an aggregate number of shares of such common stock equal to the quotient of $64,900,000, multiplied by a 1.32 exchange rate, and then divided by the Fixed Stock Price).

 

e. Certain definitions in Section 11.9 of the Merger agreement are hereby amended and restated as follows:

 

Cash Consideration” means $7,100,000.

RWB Stock” means the Michicann Stock, unless and until it is exchanged by Sellers for stock in the RTO as contemplated by and in accordance with this Agreement, at which point, RWB Stock means the class of stock of Michicann’s successor to be listed on the Canadian


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Securities Exchange or other similar exchange following completion of the RTO.

f. The terms (and related definitions) of “Post-Closing Cash Consideration” and “Stock Consideration in the Merger agreement are deleted in their entirety.

4. Amendments Relating to Milestone Payment and Earn-Out Payment.

a. Section 2.4 of the Merger Agreement is hereby amended and restated in its entirety as follows:

(a) Milestone Payment.

 

(i) So long as Sellers have used commercially reasonable efforts to assist Buyer and the Company in achieving the Milestone Event, subject to offset under Section 10.8, (i) Buyer shall issue to Sellers an aggregate 2,640,000 additional shares of Michicann Stock (which is an aggregate number of shares of such common stock equal to the quotient of $10,000,000, multiplied by a 1.32 exchange rate, and then divided by the Fixed Stock Price), subject to applicable escrow agreements (the “Milestone Payment”), and (ii) only if the Milestone Event is achieved during calendar year 2020, Buyer shall pay to Sellers in the aggregate an additional $5,000,000 cash payment (the “Additional Milestone Payment”), upon the achievement by or on behalf of Buyer and the Company of the following (the “Milestone Event”):

If by the date which is twelve (12) months following the Closing, the State of Illinois Department of Agriculture and/or such other applicable regulatory authorities (acceptable to Buyer) shall have issued to the Company a commercial cultivation center license for the Illinois Facility, which license permits a minimum of 200,000 square feet of cultivation of cannabis products, including the packaging and processing of cannabis.

(ii) Buyer shall promptly notify Sellers after the Milestone Event has been achieved. Within five (5) Business Days of notification by Buyer to Sellers of the realization of the Milestone Event (but in no event less than ten (10) days following realization of the Milestone Event), Buyer shall (i) if the RTO is not yet completed at such time, issue the Milestone Payment in Michicann Stock to the account or accounts designated by Sellers on Schedule 2.2, subject to and conditioned upon Sellers executing an escrow agreement, which will require that 20% of such Milestone Payment is held in escrow for the later of 12 months after Closing or the date of the closure of the LUST Matter in accordance with this Agreement, or (ii) if the RTO has previously been completed, issue RWB Stock to Sellers in exchange for the Milestone Payment (which for


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clarity, was 2,640,000 shares of Michicann Stock) at the same exchange ratio that was available to other common stock holders of Michicann Stock upon the original RTO closing, subject to any applicable RTO exchange procedures, and subject to and conditioned upon Sellers executing a mutually agreeable lock-up escrow agreement with Buyer, which will require a lock-up period expiring no later than six (6) months following the Closing Date for all of the RWB Stock so issued (and, in any event, full lock-up in escrow of 20% of the RWB Stock for the later of 12 months after Closing or the date of the closure of the LUST Matter in accordance with this Agreement), and subject to the foregoing, will provide for the release of the RWB Stock to Sellers in accordance with a distribution schedule, with such legends as required by applicable securities laws. Buyer shall deposit directly with the escrow agent all shares of Michicann Stock or RWB Stock, as applicable, with the escrow agent accordingly in connection with realization of the Milestone Event.  Additionally, if the Milestone Event is achieved in accordance with this Agreement during calendar year 2020, Buyer shall also pay to Sellers the Additional Milestone Payment by wire transfer in immediately available funds during the time period set forth above.  

(iii) Upon Buyer’s payment of the Milestone Payment and any applicable Additional Milestone Payment, if any, all amounts due by Buyer under this Agreement with respect to the Milestone Event will be deemed paid in full.

(v) The right of Sellers to receive the Milestone Payment and Additional Milestone Payment (i) is solely a contractual right and is not a security for purposes of any federal or state securities Laws, (ii) will not be represented by any form of certificate or instrument, (iii) does not give Sellers any equityholder rights, including, without limitation, any dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of Buyer’s equity securities, (iv) is not redeemable and (v) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”), except by operation of Law (and any Transfer in violation of this Section 2.4(d) shall be null and void).

 

(vi) Sellers and Buyer agree to treat and report any Milestone Payment and Additional Milestone Payment as additional consideration for the Company Capital Stock, unless otherwise required pursuant to a “final determination” within the meaning of Section 1313(a) of the Code.

 

(b) Earn-out.

 

(i)As additional Final Merger Consideration, so long as Sellers have used commercially reasonable efforts to continue to assist Buyer and the Company to produce and sell Company Hemp Products  


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during the Earn-Out Period, subject to Buyer’s holdback and offset rights under Section 10.8, Buyer shall pay to Arthur VanWingerden, Ken VanWingerden and Bruce Daniel, collectively (the “Earn-Out Sellers”), with respect to each Calculation Period within the Earn-Out Period an aggregate amount, if any (each an “Earn-Out Payment”), equal to the product of (x) the Revenue for such Calculation Period multiplied by (y) twenty-three percent (23%).

 

(ii) During the Earn-Out Period, Buyer will prepare quarterly statements setting forth the calculations necessary to determine the amount of the actual Earn-Out Payments to be paid to such Sellers based on the Company’s fiscal quarters. Buyer shall deliver such statements within 30 days of the end of each corresponding Calculation Period. Each Earn-Out Payment, if any, is due within 45 days after the end of each Calculation Period based on the quarterly statement delivered by Buyer for that fiscal quarter provided the Earn-Out Sellers have provided applicable wire instructions to Buyer.    

 

(iii) The Earn-Out Sellers shall have the right to audit the Company’s relevant books and records to ensure compliance with the terms of this Agreement with respect to the Earn-Out Payments. The audit shall be conducted only by a representative of a nationally recognized independent certified public accounting firm who signs a non-disclosure agreement reasonably acceptable to Buyer.  Buyer shall be entitled to 30 days written notice to schedule the audit on a mutually convenient date.  The audit shall be conducted during normal business hours in such a manner as not to interfere with normal business activities and shall occur only one time with respect to the Earn-Out Payments. The auditor’s report shall only confirm compliance or noncompliance with the terms of this Agreement with respect to the Earn-Out Payments and shall, in no event, include information considered by Buyer to be confidential.  The Earn-Out Sellers shall be responsible for the costs of such audit.

(iv) The Earn-Out Payments are speculative in that Buyer (and the Company, after the Closing) make no representations, warranties, covenants, promises or guarantees as to the level of efforts they will expend in the production, marketing, distribution or sales of the Company Hemp Products. Similarly, Buyer (and the Company, after the Closing) make no representations, warranties, covenants, promises or guarantees as to the amount of resulting Revenue or the amount of any Earn-Out Payments that may be earned by Earn-Out Sellers during the Earn-Out Period.  Sellers acknowledge that Buyer may elect not to release the Company Hemp Products for a period of time after Closing.  Sellers also acknowledge that Buyer (and the Company, after the Closing) may market and sell the Company Hemp Products at their sole discretion and Buyer (and the Company, after the Closing) may discontinue all production,


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marketing, distribution and sales of the Company Hemp Products during the Earn-Out Period for any or no reason.

(c) Company Operations. Subsequent to the Closing, Buyer and the Company shall have sole discretion with regard to all matters relating to the operation of the Company and the Business; provided, that Buyer shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding the Milestone Payment or Earn-Out Payments hereunder.

b. Section 2.6(h) (Consulting Agreement) of the Merger Agreement is hereby amended and restated in its entirety as follows: [Intentionally Omitted]

 

c. Section 11.9 of the Merger agreement is hereby amended to add the following new definitions (to be placed in alphabetical order accordingly):

 

(i) “Company Hemp Products” means any product produced by the Greenhouse at the Illinois Facility that is hemp as defined in the 2018 Farm Bill or the Illinois 2019 Industrial Hemp Act.    

(ii) “Earn-Out Period” means the period from April 1, 2020 through March 31, 2021.

(iii) “Revenue” means, with respect to any Calculation Period, the net amount of revenue attributable to the Company Hemp Products that are produced, sold and for which payment has been received by the Company, as recognized by Buyer and the Company in accordance with then-existing accounting and corporate policies, less product returns, customer and distributor discounts and excluding amounts invoiced for any other product, shipping, taxes, duties or other similar amounts.

(iii) “Calculation Period” means (a) the period beginning April 1, 2020 and ending on last day of June 2020, and (b) each of the Company’s fiscal quarters ending on September 30, 2020, December 31, 2020 and March 31, 2021, respectively.

 

2. Amendments Relating to Setoff and Holdback Rights.

a. Section 9.7 of the Merger Agreement is hereby amended and restated in its entirety as follows:

Escrow Agreement. Buyer and Sellers will enter into a mutually agreeable escrow agreement as a condition to the actual issuance of the RWB Stock underlying the RWB Stock Issuance Right as contemplated by Section 2.2(e). Such escrow agreement will include, among other things (as applicable), escrow indemnity provisions with respect to Buyer’s setoff rights against the RWB Stock under Section 10.8 substantially similar to the following:


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(a) Subject to the terms and conditions of the Merger Agreement, in addition to such other lock-up terms, as applicable, the escrow agent will hold in an escrow account (the “Escrow Account”) a number shares of RWB Stock issued to Sellers equal to an aggregate of 20% of all RWB Stock issued to Sellers pursuant to Section 2.2(e) and the RWB Stock issuable in connection with the Milestone Event) (the “Escrowed Property”).  

(b) At any time and from time to time on or prior to (i) the twelve (12) month anniversary of the Closing or (ii) the date of closure of the LUST Matter in accordance with the Merger Agreement, whichever is later (the “Escrow Release Date”), if any Buyer Indemnified Party makes a claim for indemnity pursuant to and in accordance with Section 10.1 (a “Claim”), the Buyer Indemnified Party (or Buyer on its behalf) shall deliver to the escrow agent (the “Escrow Agent”) and any Seller a written notice (an “Escrow Notice”) setting forth in reasonable detail the amount, nature, and basis of the Claim by the Buyer Indemnified Party.

(c) If a Seller, in good faith, delivers to the Escrow Agent and Buyer a written objection (a “Dispute Notice”) to any Claim or portion thereof or the amount of such Claim within ten (10) business days following both the Escrow Agent’s and such Seller’s receipt of such Escrow Notice, then the Escrow Agent shall not distribute to Buyer any portion of the Escrow Property in the Escrow Account that is the subject of the Dispute Notice until the Escrow Agent receives either (i) joint written instructions signed by the Sellers and Buyer authorizing the release to Buyer of the portion of the Escrow Property in the Escrow Account that is agreed upon as the amount recoverable in respect of the Dispute Notice or (ii) a final and non-appealable order of any court of competent jurisdiction directing the release to Buyer of the portion of the Escrow Property in the Escrow Account that is determined to be the amount recoverable in respect of the Dispute Notice; provided, that notwithstanding the foregoing, if a Seller objects in part to the amount of the Claim, the Escrow Agent shall, after the lapse of the aforementioned time period, deliver to Buyer an amount from the Escrow Account equal to the portion of the Claim not objected to by such Seller (determined as a number of shares of RWB Stock equal to the quotient of the dollar amount of such undisputed portion of the Claim (multiplied by a 1.32 exchange rate) divided by the Fixed Stock Price. Upon receipt of such joint written instructions or such final and non-appealable order, as the case may be, the Escrow Agent shall release to Buyer such amount of the Escrow Property in the Escrow Account in accordance with such written instructions or final and non-appealable order.  

 

(d) If Seller delivers to the Escrow Agent and Buyer a written notice (a “Cash Election Notice”) within ten (10) business days following both the Escrow Agent’s and such Seller’s receipt of an Escrow Notice, whereby Sellers elect to pay immediately available funds to such Buyer Indemnified Party (in lieu of Escrow Property) to satisfy such Claim, then Escrow Agent shall not release such Escrow Property in connection with such Escrow Notice, so long as Sellers make


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such cash payment in the amount of such Claim to Buyer Indemnified Party and provide evidence of such payment to Escrow Agent within five (5) business days after delivering the Cash Election Notice.    

 

(e) If neither a Dispute Notice nor Cash Election Notice is received by Buyer and the Escrow Agent from Sellers within ten (10) business days after Buyer’s delivery of an Escrow Notice to the Escrow Agent and any Seller, then the entire amount set forth in the Claim shall be deemed valid, conclusive and binding upon Buyer and Sellers, and shall be satisfied by the Escrow Agent from the Escrow Property (or in part, if the Escrow Property is not sufficient to satisfy the Claim in full) on the next business day by return and release of such Escrow Property to Buyer of such number of shares of RWB Stock equal to the quotient of the dollar amount of such Claim identified in the Escrow Notice (multiplied by a 1.32 exchange rate) divided by the Fixed Stock Price.

 

b. Section 10.8 of the Merger Agreement is hereby amended and restated in its entirety as follows:

(a) Earn-Out Holdback. Buyer shall be entitled to holdback 20% of each Earn-Out Payment, if any, payable to the Earn-Out Sellers for a Calculation Period during the Earn-Out Period (the “Earn-Out Holdback”), as partial security for Losses payable to a Buyer Indemnified Party pursuant to Article X. Subject to the limitations set forth in Article X (including the Basket, the Cap and Environmental Cap), Buyer shall be entitled to satisfy any resulting Losses payable to a Buyer Indemnified Party pursuant to Article X from the Earn-Out Holdback in accordance with clause (b) below. Following (i) the twelve (12) month anniversary of the Closing or (ii) the date of closure of the LUST Matter, whichever is later (the “Holdback Period”) (but no later than 10 business days thereafter), Buyer shall pay to the Earn-Out Sellers any remaining Earn-Out Holdback (that was not previously used as offset by Buyer to satisfy Losses in accordance with clause (b) below), less the estimated amount of any unresolved Claim made by a Buyer Indemnified Party in accordance with Article X prior to expiration of the Holdback Period, which amount may continue to be held by Buyer and applied for offset in accordance with clause (b) below through resolution of such Claim.

 

(b) Manner of Payment. Subject to the limitations set forth in this Article X (including the Basket, the Cap and Environmental Cap), any Losses payable to a Buyer Indemnified Party pursuant to this Article X shall be satisfied: (i) (A) from the RWB Stock (including shares of RWB Stock to be issued pursuant to the RWB Stock Issuance Right) whether at such time only existing as a contractual RWB Stock Issuance Right under this Agreement or RWB Stock actually held in escrow after issuance directly to the escrow agent pursuant to an applicable lockup escrow agreement or otherwise, (x) prior to the actual issuance of such RWB Stock in accordance with Section 2.2(e) or Section 2.4, as applicable, Buyer shall cancel such number of shares of RWB Stock that would be issued pursuant to the


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RWB Stock Issuance Right determined by dividing the amount of such Loss (multiplied by 1.32 exchange rate) by the Fixed Stock Price (provided such setoff of RWB Stock shall not exceed in the aggregate twenty percent (20%) of the RWB Stock issuable to Sellers under 2.2(e) plus the RWB Stock issuable to Sellers in connection with the Milestone Payment) or (y) after the actual issuance of such RWB Stock directly to the escrow agent in accordance with Section 2.2(e) or Section 2.4, by Buyer requesting return of such RWB Stock to Buyer from the applicable escrow account for cancellation by Buyer (the number of shares of RWB Stock to be returned shall equal the quotient of the dollar amount of such Loss (multiplied by a 1.32 exchange rate) divided by the Fixed Stock Price) (provided such setoff of RWB Stock shall not exceed in the aggregate twenty percent (20%) of the RWB Stock issued to Sellers under Section 2.2(e) plus the RWB Stock issuable to Sellers in connection with the Milestone Payment) and (B) from the Earn-Out Holdback; and (ii) to the extent the amount of Losses exceeds the RWB Stock and Earn-Out Holdback available to the Buyer Indemnified Party for setoff, then directly from the Sellers. Notwithstanding the foregoing, at Sellers’ option (subject to Sellers providing prompt notice of the same to the Buyer Indemnified Party), Sellers may pay immediately available funds to such Buyer Indemnified Party for such Losses in lieu of such Buyer Indemnified Party exercising its setoff rights against the RWB Stock or Earn-Out Holdback under this Section 10.8.

 

3. Amendments Relating to Pre-Closing Restructuring Transactions and Affiliates.

a. The parties acknowledge and agree that the Merger Agreement is hereby generally amended so that (i) references to the Pre-Closing Restructuring Transactions involving RetainCo shall now be references to Color Point, LLC, (ii) the Restructuring Transaction Documents shall be executed between the Company and Color Point, LLC, with Color Point, LLC taking assignment of such assets and assuming all Liabilities of the non-hemp related business and indemnifying the Company, Buyer and Buyer Indemnified Parties for all such Liabilities, and (iii) that such Restructuring Transaction Documents shall survive the transactions contemplated by the Merger Agreement and will inure to the benefit of the Company, Buyer and Buyer Indemnified Parties (as direct parties or third party beneficiaries) following the Closing.

b. Article VI of the Merger Agreement is hereby amended to add the following Section 6.12:

 

Section 6.12 Affiliate Transactions. Sellers and the Company represent, warrant and confirm that (i) any intercompany arrangements between the Company, on the one hand, and Color Point LLC or any of its affiliates, on the other hand, are terminated and of no further force or effect, except for that certain Transition Services Agreement dated as of October 23, 2019 between the Company and Color Point LLC and that Bill of Sale and Assignment dated July 1, 2019 between the Company and Color Point LLC and the Pre-Closing Restructuring Documents, which agreements


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will remain in effect and survive Closing, and (ii) notwithstanding the foregoing, any intercompany obligations, liabilities or amounts owed to or payable now or in the future by the Company to Color Point LLC or any of its affiliates have been discharged, satisfied, terminated and are of no further force and effect (excluding only Company obligations under the Transition Services Agreement that arise or relate solely to post-Closing operations of the Company). For clarity, such intercompany obligations, liabilities and amounts are Excluded Liabilities under this Agreement, subject to indemnification by Sellers under Article X.

c. The parties acknowledge and agree that in the event the State of Delaware delays or denies the effectiveness of the Merger due to the nature of Merger Sub, Real Estate Buyer or the Company’s business, the parties will use commercially reasonable efforts to re-domicile Merger Sub, Real Estate Buyer and the Company in the State of Illinois.

4. Amendments Relating to Additional Sellers.

a. Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

Additional Sellers. It is anticipated that Sellers may transfer a portion of their Company Capital Stock to each of their respective spouses, and the Company may issue shares to Bruce Daniel (“Mr. Daniel”) prior to Closing; provided that the portion of Company Capital Stock issued to Mr. Daniel shall be less than 10% in the aggregate. Sellers shall provide evidence of such transfer satisfactory to Buyer, and each of Grace VanWingerden, Dawn VanWingerden (collectively, the “Additional Sellers”), and Mr. Daniel shall execute a counterpart signature page to this Agreement, whereby he or she will agree to be bound by the terms, conditions and obligations herein and make the representations of Sellers herein as though an original party hereto, and Sellers shall update Schedule 4.4 to reflect such issuance of Company Capital Stock. Sellers contemplate that in connection with the transfer of Company Capital Stock to Mr. Daniel, prior to Closing, the Sellers will make a loan to Mr. Daniel (the “Daniel Loan”), which loan arrangement shall be documented in a form reasonably acceptable to Buyer and on the condition that such Daniel Loan must be paid in full at Closing.  

b. Section 7.1 of the Merger Agreement is hereby amended by adding the following clauses (q) and (r):

(q) Payoff of Daniel Loan. The Daniel Loan shall be paid in full at Closing in accordance with a Letter of Direction in a form substantially the same as the attached. Such payoff of the Daniel Loan shall satisfy the Daniel Loan in full or shall otherwise be satisfactory to Buyer.

 

(r) Stock Valuation. Sellers and the Company shall have delivered to Buyer a valuation report with respect to the Company Capital Stock prepared by Blue and Co. in a form satisfactory to Buyer, provided, however, that Buyer’s acceptance of such valuation shall not (i) indicate Buyer’s acceptance of the conclusions stated therein, (ii) bind Buyer to file any Tax Returns in a manner consistent with such valuation or to defend such valuation in any Tax audit or similar proceeding (provided that Sellers, at their


13


cost, may defend such valuation in a Tax Audit or similar proceeding), (iii) preclude Buyer from obtaining a separate valuation of the Company Capital Stock, or (iv) preclude Buyer from causing the Company to file Tax Returns (including amended Tax Returns for pre-Closing Tax periods) reflecting the conclusions in the separate valuation obtained by Buyer; provided that Buyer may only file or cause to be filed such amended returns in connection with a Tax Audit or similar proceeding, after Sellers have been provided a good faith opportunity to defend in good faith Blue and Co.'s valuation. Sellers agree to cooperate with Buyer and its Affiliates in the filing of any amended Tax Returns as required by this Section 7.1(r).

 

(s) Schedule with Respect To Taxes. Sellers shall have delivered a schedule of any Taxes payable by the Company and Mr. Daniel with respect to the Company’s stock issuance and any bonus payment made to Mr. Daniel under that certain Grant and Cash Bonus Agreement between the Company and Mr. Daniel in accordance with Section 9.9 of this Agreement in a form satisfactory to Buyer; provided, however, that Buyer’s acceptance of such schedule shall not indicate Buyer’s acceptance of the amounts stated therein or limit Buyer’s rights under Section 7.1(r).  At Closing, Sellers (including Mr. Daniel) shall deliver to Buyer a certificate (in form satisfactory to Buyer) certifying to Buyer and the Company that all Taxes indicated pursuant to such schedule have been paid in full prior to Closing.

 

c. The following Section 9.9 is hereby added to the Merger Agreement:

 

Section 9.9 Taxes on Payments to Mr. Daniel. The Sellers and Mr. Daniel are responsible for any and all Taxes (including, but not limited to any income Taxes, income Tax withholding and employment Taxes) relating to the Company’s stock issuance and any bonus payment made to Mr. Daniel under that certain Grant and Cash Bonus Agreement between the Company and Mr. Daniel. The Sellers and/or Mr. Daniel shall fund such Tax payments prior to or concurrent with the Closing (or, to the extent such funds provided by the Sellers and/or Mr. Daniel are insufficient, upon demand of Buyer), and shall also indemnify the Company and Buyer for all such Taxes (including, without limitation, any Taxes imposed as a result of any amended Tax Returns filed by the Company in compliance with Section 7.1(r)). The Sellers, Mr. Daniel, the Company, and the Buyer shall agree on the amount of such Taxes prior to the Closing, and the Sellers shall provide a schedule of such Tax calculations in a form satisfactory to Buyer in accordance


14


 

with Section 7.1(s) of this Agreement.

d. The following clause (iv) is added to Section 10.1(c) of the Merger Agreement:

and (iv) imposed on the Company with respect to any payments or stock issuances to Mr. Daniel described in this Agreement.

5. Amendments Relating to the LUST Matter.

The following Section 9.8 is hereby added to the Merger Agreement:

Sellers have informed Buyer that they do not anticipate needing to conduct further testing or remediation work at the Property after Closing in order to close the LUST Matter pursuant to Section 6.11. In the event that Sellers do require such access to the Property after Closing, Sellers will execute a customary access and indemnity agreement with Buyer and the Company in form reasonably acceptable to Buyer with respect to granting access for such further testing or remediation work to be conducted on the Property for closure of the LUST Matter.  

6.  Schedule Updates. As of prior to Closing, immediately upon the Additional Sellers joining the Merger Agreement as contemplated by Section 6.10 of the Merger Agreement, Schedule 2.2, Schedule 3.2 and Schedule 4.4 of the Merger Agreement shall be deemed to be amended as provided in the attached amended disclosure schedules and Buyer hereby consents to such amendments pursuant to Section 6.5.   

7.  Affirmation. This Amendment is to be read and construed with the Merger Agreement as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Merger Agreement shall remain in full force and effect in accordance with their terms.  

8.   Defined Terms. All terms not herein defined shall have the meanings ascribed to them in the Merger Agreement.

9.  Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Further, the parties agree that this Amendment may be executed and delivered by facsimile or e-mail transmission.

10.  Entire Agreement. This Amendment, together with the Merger Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended or waived except as set forth in writing.

 

[Signature Page to Follow]


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 and Joinder to Agreement and Plane of Merger effective as of the date first written above.

BUYER: MICHICANN MEDICAL INC.

By: “Michael Marchese” Name: Michael Marchese Title: President

MERGER SUB: RWB ACQUISITION SUB, INC.

By: “Michael Marchese” Name: Michael Marchese Title: President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Signature Page to Amendment No.2 to Agreement and Plan of Merger)



 

 

 

Picture 1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Signature Page to Amendment No.2 to Agreement and Plan of Merger)



 

Schedule 2.2

Closing Distributions and Payments

 

For purposes of the cash payment payable pursuant to Section 2.2(b)(i):

 

Payee

$ Portion

Address

Wire Transfer Instructions

Arthur VanWingerden

 

 

$141,317.815

(REDACTED)

(REDACTED)

Kenneth VanWingerden

 

 

$141,317.815

(REDACTED)

(REDACTED)

Dawn VanWingerden

 

 

$141,317.815

(REDACTED)

(REDACTED)

Grace VanWingerden

 

 

$141,317.815

(REDACTED)

(REDACTED)

Bruce Daniel

 

 

$100,000.00

(REDACTED)

(REDACTED)

 

For other payments or RWB Stock issuances under the Merger Agreement:

 

Payee

Pro Rata Percentage

Address

Wire Transfer Instructions

Arthur VanWingerden

 

 

24.35%

(REDACTED)

(REDACTED)

Kenneth VanWingerden

 

 

24.35%

(REDACTED)

(REDACTED)

Dawn VanWingerden

 

 

24.35%

(REDACTED)

(REDACTED)

Grace VanWingerden

24.35%

(REDACTED)

(REDACTED)



 

 

 

 

 

 

 

 

 

Bruce Daniel

 

 

2.6%

(REDACTED)

(REDACTED)

 

This Schedule 2.2 is subject to that Letter of Direction to be delivered to Buyer by Arthur VanWingerden and Kenneth VanWingerden with respect to Bruce Daniel at or prior to Closing.



 

 

Picture 2 



 

 

 

Picture 3 



 

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made effective as of November 1, 2019, by and among Michicann Medical Inc., Mid-American Growers, Inc., RWB Acquisition Sub, Inc. and Arthur VanWingerden and Ken VanWingerden, the sellers.

 

BACKGROUND

WHEREAS, the parties entered into that certain Agreement and Plan of Merger, dated as of October 9, 2019 (as amended, the “Merger Agreement”); and

WHEREAS, the parties desire to amend certain terms and conditions of the Merger Agreement as set forth herein in accordance with the terms of Section 11.4 of the Merger Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Amendments to the Merger Agreement.

a. Section 2.2(a) of the Merger Agreement is hereby deleted and replaced by the following:

“(i) Within two (2) Business Days of execution of this Agreement, Buyer shall pay to Sellers a cash payment equal to $5,000,000 and (ii) on or around November 1, 2019, Buyer shall pay to Sellers a cash payment equal to $3,000,000 (together, the payments under clauses (i) and (ii), the “Deposit”), which Deposit shall be applied toward the Aggregate Purchase Price at Closing, or should the Closing not occur and this Agreement is terminated, such Deposit shall be fully refundable to Buyer by Sellers in accordance with Section 8.3.”

b. Section 8.1(d) of the Merger Agreement is hereby amended by replacing the date “October 31, 2019” with the date “December 31, 2019.”

2. Affirmation. This Amendment is to be read and construed with the Merger Agreement as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Merger Agreement shall remain in full force and effect in accordance with their terms. The parties acknowledge that Buyer previously paid to Sellers the $5,000,000 portion of the Deposit referenced above.

3. Defined Terms. All terms not herein defined shall have the meanings ascribed to them in the Merger Agreement.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of


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which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Further, the parties agree that this Amendment may be executed and delivered by facsimile or e-mail transmission.

5. Entire Agreement. This Amendment, together with the Merger Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended or waived except as set forth in writing.

[Signature Page to Follow]


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.1 effective as of the date first written above. 

 

Picture 4 


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.1 effective as of the date first written above. 

 

 

Picture 5 


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EXECUTION VERSION

________________________________________________________________

AGREEMENT AND PLAN OF MERGER

by and among

MICHICANN MEDICAL INC.,

MID-AMERICAN GROWERS, INC.,

RWB ACQUISITION SUB, INC.,

and T

HE SELLERS PARTY HERETO

October 9, 2019

________________________________________________________________


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TABLE OF CONTENTS

ARTICLE I. THE MERGER .....................................................................................................2  

1.1. The Merger...............................................................................................................2  

1.2. Conversion of Shares ...............................................................................................3  

1.3. Dissenters’ Rights. ...................................................................................................4  

1.4. Estimated Closing Statement ...................................................................................4  

1.5. Purchase Price..........................................................................................................5  

ARTICLE II. CLOSING; PAYMENT OF CONSIDERATION; CLOSING DELIVERABLES......................................................................................................................... 5

2.1. Closing .....................................................................................................................5  

2.2. Aggregate Purchase Price Distributions and Payments ...........................................5  

2.3. Post-Closing Cash Adjustments. ..............................................................................6  

2.4. Consulting Payment.................................................................................................7  

2.5. Tax Withholding ......................................................................................................8  

2.6. Closing Deliveries of Sellers ...................................................................................8  

2.7. Closing Deliveries of Buyer and Merger Sub........................................................11  

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS............................11  

3.1. Authority................................................................................................................11  

3.2. Title to Company Capital Stock .............................................................................11  

3.3. Noncontravention...................................................................................................11  

3.4. Litigation ................................................................................................................12  

3.5. Investment..............................................................................................................12  

ARTICLE IV. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY.............................................................................................................................. 13

4.1. Authority................................................................................................................13  

4.2. Organization and Qualification of the Company...................................................13  

4.3. Noncontravention...................................................................................................13  

4.4. Capitalization; Title to Company Capital Stock ....................................................14  

4.5. Absence of Certain Developments.........................................................................14  

4.6. Compliance with Applicable Laws........................................................................16  

4.7. Financial Statements. .............................................................................................16  

4.8. Assets. ....................................................................................................................17  

4.9. Taxes ......................................................................................................................18  

4.10. Contracts. ..............................................................................................................20  

4.11. Real Property. ........................................................................................................21  

4.12. Litigation ................................................................................................................22  

4.13. Intellectual Property...............................................................................................23  

4.14. Insurance Policies .................................................................................................24  

4.15. Licenses and Permits..............................................................................................24  


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4.16. Welfare and Benefit Plans. ....................................................................................24  

4.17. Health, Safety and Environment ............................................................................26  

4.18. Employees..............................................................................................................26  

4.19. Affiliate Transactions.............................................................................................27  

4.20. Books and Records ................................................................................................27  

4.21. Broker Fees ............................................................................................................27  

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB  28

5.1. Organization ...........................................................................................................28  

5.2. Authorization .........................................................................................................28  

5.3. Noncontravention...................................................................................................28  

5.4. Capitalization .........................................................................................................29  

5.5. Brokers or Finders..................................................................................................29  

ARTICLE VI. COVENANTS PRIOR TO CLOSING ................................................................30  

6.1. General...................................................................................................................30  

6.2. Notices and Consents.............................................................................................30  

6.3. Conduct of Business by the Parties........................................................................30  

6.4. Access ....................................................................................................................31  

6.5. Schedule Updates...................................................................................................31  

6.6. Notice of Material Developments..........................................................................31  

6.7. Exclusivity .............................................................................................................31  

6.8. Tax Covenant .........................................................................................................32  

6.9. Pre-Closing Restructuring Transactions ................................................................32  

6.10. Additional Seller ....................................................................................................32  

6.11. Open LUST File.....................................................................................................32  

ARTICLE VII. CONDITIONS TO CLOSING ...........................................................................33  

7.1. Conditions to Buyer’s and Merger Sub’s Obligations ...........................................33  

7.2. Conditions to the Company’s and Sellers’ Obligations .........................................35  

7.3. Mutual Conditions to the Parties’ Obligations.......................................................36  

ARTICLE VIII. TERMINATION...............................................................................................36  

8.1. Termination ............................................................................................................36  

8.2. Effect of Termination.............................................................................................37  

8.3. Return of Deposit...................................................................................................37  

ARTICLE IX. POST-CLOSING COVENANTS ........................................................................37  

9.1. Tax Matters. ...........................................................................................................37  

9.2. Restrictive Covenants. ...........................................................................................40  

9.3. Further Assurances.................................................................................................42  

9.4. Release. ..................................................................................................................42  


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9.5. Company Name .....................................................................................................44  

9.6. Hemp Operations Payable......................................................................................44  

9.7. Consulting Shares ..................................................................................................44  

ARTICLE X. INDEMNIFICATION ......................................................................................44  

10.1. Indemnification by the Sellers ...............................................................................44  

10.2. Indemnification by Buyer ......................................................................................45  

10.3. Third Party Claims................................................................................................46  

10.4. Direct Claims .........................................................................................................47  

10.5. Failure to Give Timely Notice ...............................................................................47  

10.6. Survival of Representations and Warranties..........................................................47  

10.7. Certain Limitations and Exceptions.......................................................................48  

10.8. Manner of Payment................................................................................................49  

10.9. Allocation of Indemnification Payments ...............................................................49  

ARTICLE XI. MISCELLANEOUS.............................................................................................49  

11.1. Notices, Consents, Etc ...........................................................................................49  

11.2. Public Announcements ..........................................................................................50  

11.3. Severability ............................................................................................................50  

11.4. Amendment and Waiver ........................................................................................50  

11.5. Counterparts...........................................................................................................51  

11.6. Expenses ................................................................................................................51  

11.7. Headings ................................................................................................................51  

11.8. Assignment ............................................................................................................51  

11.9. Definitions..............................................................................................................51  

11.10. Entire Agreement...................................................................................................58  

11.11. Third Parties ...........................................................................................................58  

11.12. Interpretative Matters.............................................................................................58  

11.13. Knowledge .............................................................................................................58  

11.14. No Strict Construction ...........................................................................................59  

11.15. Jurisdiction and Governing Law............................................................................59  

11.16. Service of Process..................................................................................................59  

11.17. WAIVER OF JURY TRIAL..................................................................................59  

11.18. Schedules ...............................................................................................................59  

11.19. Consent and Waiver...............................................................................................60  

11.20. Special Rule for Fraud ...........................................................................................60  

11.21. Specific Performance.............................................................................................60  


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EXHIBITS AND SCHEDULES

Exhibits:

 

Exhibit A

Pre-Closing Restructuring Transactions

Exhibit B

Form of Real Estate Purchase Agreement

Schedules:

 

Schedule 2.2

Closing Distributions and Payments

Schedule 2.6

Third Party Consents

Schedule 3.2

Title to Company Capital Stock

Schedule 3.3

Noncontravention

Schedule 4.2

Organization and Qualification of the Company

Schedule 4.3

Noncontravention

Schedule 4.4

Capitalization; Title to Company Capital Stock

Schedule 4.5

Absence of Certain Developments

Schedule 4.6

Compliance with Applicable Laws

Schedule 4.7

Financial Statements

Schedule 4.7(e)

Indebtedness

Schedule 4.8

Assets

Schedule 4.9

Taxes

Schedule 4.9(j)

Tax Returns

Schedule 4.10

Contracts

Schedule 4.11

Real Property

Schedule 4.12

Litigation

Schedule 4.13

Intellectual Property

Schedule 4.14

Insurance Policies

Schedule 4.15

Licenses and Permits

Schedule 4.16

Welfare and Benefit Plans

Schedule 4.17

Health, Safety and Environment

Schedule 4.18

Employees

Schedule 4.19

Affiliate Transactions

Schedule 4.21

Broker Fees

Schedule 5.4

Capitalization

Schedule 5.6

Compliance with Applicable Laws

Schedule 5.7

Financial Statements

Schedule 10.1(g)

Specific Indemnity Items


iv


AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 9, 2019, by and among Mid-American Growers, Inc., a Delaware corporation (the “Company”), Michicann Medical Inc. (“Buyer” or “Michicann”), RWB Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Merger Sub”), and each of Arthur VanWingerden and Ken VanWingerden (each a “Seller” and together, the “Sellers”).

PREAMBLE

WHEREAS, Sellers own all of the issued and outstanding Equity Interests of the Company.

WHEREAS, the Company is engaged in the business in the State of Illinois of large scale outdoor farming and indoor greenhouse cultivation facilities, including hemp cultivation and processing (the “Business”).  

WHEREAS, prior to the Closing Date, the Company and Sellers entered into various restructuring transactions as more fully described on Exhibit A attached hereto (the “Pre-Closing Restructuring Transactions”), whereby Sellers caused the Company to transfer and assign certain assets of the Company to a newly formed subsidiary of the Company (“RetainCo”), caused RetainCo to assume and accept, certain assets and Liabilities of the Business, and caused the Company to distribute all of the equity interest in RetainCo to Sellers and Sellers caused the transfer of certain other assets used in the Business to the Company.

WHEREAS, Buyer, Sellers and the Company intend to effect a merger of Merger Sub with and into the Company upon the terms and conditions set forth in this Agreement and in accordance with the Delaware Corporation Law (the “Merger”).  Upon consummation of the Merger, Merger Sub will cease to exist and the Company will become a wholly owned subsidiary of Buyer.

WHEREAS, the boards of directors (or equivalent governing body) of the Company, Buyer, and Merger Sub have approved this Agreement and the Merger.

WHEREAS, the board of directors of the Company has declared that it is advisable that this Agreement and the transactions contemplated hereby be adopted and approved by Sellers in their capacity as the stockholders of the Company.   

WHEREAS, the board of directors of Merger Sub has determined that it is advisable that this Agreement and the transactions contemplated hereby be adopted and approved by Buyer in its capacity as the sole stockholder of Merger Sub. Merger Sub and the Company are hereinafter sometimes referred to collectively as the “Constituent Corporations.”

WHEREAS, the authorized Equity Interests of the Company consists of 1,000 shares of common stock, par value $5.00 per share (the “Company Capital Stock”).

WHEREAS, the authorized capital stock of Merger Sub consists of 5,000 shares of common stock, par value $0.01 per share (the “Merger Sub Common Stock”), 100 of which are issued and outstanding and owned by Buyer.



NOW, THEREFORE, in consideration of the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I.

THE MERGER

1.1. The Merger. On and subject to the terms and conditions contained herein, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company being the surviving corporation in the Merger (the Company, as the surviving corporation after the Merger, is sometimes referred to herein as the “Surviving Corporation”).

(a) Consummation of the Merger.  On the Closing Date, subject to satisfaction or waiver of the conditions specified in ARTICLE VII hereof, the Company and Merger Sub shall, and Buyer shall cause Merger Sub to execute a certificate of merger (the “Certificate of Merger”) in accordance with the relevant provisions of Delaware Corporation Law and cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware. The Merger shall be effective at such time as may be specified in the Certificate of Merger by mutual agreement of Merger Sub and the Company (the “Effective Time”).

(b) Effect of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of Delaware Corporation Law.  Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation.

(c) Articles of Incorporation. At the Effective Time, the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; provided that the name of the corporation set forth therein shall be changed to the name of the Company.

(d) By Laws. At the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended with the terms thereof or as provided by applicable Law; provided that the name of the corporation set forth therein shall be changed to the name of the Company.

(e) Directors. The directors of Merger Sub, as of the Effective Time, shall be the directors of the Surviving Corporation until their respective successors are duly elected and qualified in the manner provided in the articles of incorporation and bylaws of the Surviving Corporation or until their earlier resignation or removal or as otherwise provided by applicable Law.

 

(f) Officers. The officers of Merger Sub, as of the Effective Time, shall be the officers of the Surviving Corporation until their successors are duly elected and qualified in the


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manner provided in the articles of incorporation and bylaws of the Surviving Corporation or until their earlier resignation or removal or as otherwise provided by applicable Law.

 

(g) Further Assurances. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law or any other acts are necessary, desirable or proper to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation the title to any property or right of the Constituent Corporations acquired or to be acquired by reason of, or as a result of, the Merger or to otherwise carry out the purposes of this Agreement or effect the Merger, the Surviving Corporation and its officers and directors shall execute and deliver all such deeds, assignments and assurances in Law and do all acts necessary, desirable or proper to vest, perfect or confirm title to such property or right in the Surviving Corporation, and the officers and directors of the Constituent Corporations and the officers and directors of the Surviving Corporation are fully authorized in the name of the Constituent Corporations or otherwise to take any and all such action solely for the purposes set forth in this Section 1.1(g).

 

1.2. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company or the holders of any of the securities described below:

(a) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(b) Except as otherwise provided herein, the Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Capital Stock cancelled pursuant to Section 1.2(c)) and (y) Dissenting Shares) shall be converted into the right to receive, upon delivery and surrender of the Certificates formerly representing the issued and outstanding Company Capital Stock, the Estimated Merger Consideration (subject to Sections 2.2, 2.3 and 2.4), and such share of Company Capital Stock after such conversion shall automatically be cancelled and retired and shall cease to exist.

(c) Each share of Company Capital Stock held in the treasury of the Company and each share of Company Capital Stock owned or held, directly or indirectly, by the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment of cash or any other consideration or distribution shall be made with respect thereto.

(d) As of the Effective Time, each holder of a certificate representing a share of Company Capital Stock (each such certificate, a “Certificate”) (other than a Certificate representing Dissenting Shares, the treatment of which is addressed in Section 1.3) shall cease to have any rights with respect thereto and any shares of Company Capital Stock that were represented thereby prior to the Effective Time, except the right to receive, upon surrender of such Certificate, a portion, without interest, in accordance with this Agreement, of the Estimated Merger Consideration (subject to Sections 2.2, 2.3 and 2.4). Surrendered Certificates shall forthwith be cancelled by the Surviving Corporation.


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(e) None of the Surviving Corporation, Buyer, or Merger Sub shall be liable to any Person in respect of amounts paid to a public official to the extent required under any applicable abandoned property, escheat or similar Law.

1.3. Dissenters’ Rights.

(a) Each issued and outstanding share of Company Capital Stock that is held by a Person who has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of dissenters’ rights to the extent permitted by applicable Law and, in the case of any Person required to have exercised dissenters’ rights under Section 262 of the Delaware Corporation Law as of the Effective Time of the Merger in order to preserve such rights, with respect to which dissenters’ rights under the Delaware Corporation Law have been properly exercised, shall not be converted into the right to receive any portion of the Estimated Merger Consideration and shall be converted into the right to receive payment from the Surviving Corporation with respect thereto as provided by the Delaware Corporation Law, unless and until the holder of any such share shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the Delaware Corporation Law, in which case such share shall thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate, a portion, without interest, in accordance with this Agreement, of the Estimated Merger Consideration. From and after the Effective Time, no stockholder who has demanded dissenters’ rights shall be entitled to vote his, her or its shares of Company Capital Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to stockholders of record at a date prior to the Effective Time, or dividends that accrued thereon prior to the Effective Time). Any shares of Company Capital Stock for which dissenters’ rights have been properly exercised, and not subsequently withdrawn, lost or not perfected, are referred to herein as “Dissenting Shares.”

(b) The Company shall give Buyer (a) prompt notice and a copy of any Company stockholder’s demand for payment or objection to the Merger, of any request to withdraw a demand for payment and of any other instrument delivered to it pursuant to Delaware Corporation Law and (b) the opportunity to direct all negotiations and proceedings with respect to such demands, objections and requests. Except with the prior written consent of Buyer, the Company shall not make any payment with respect to any such demands, objections and requests and shall not settle (or offer to settle) any such demands, objections and requests or approve any withdrawal of the same.

 

1.4. Estimated Closing Statement. Sellers shall deliver to Buyer, at least three (3) business days prior to the Closing Date, a statement (the “Estimated Closing Statement”) setting forth its calculation of (i) the estimated Net Working Capital of the Company as of the Adjustment Calculation Time (the “Estimated Net Working Capital”), (ii) the estimated Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”) and (iii) the resulting calculation of the Estimated Merger Consideration. The Estimated Closing Statement shall have been prepared in accordance with GAAP, and in good faith in accordance with the terms of this Agreement and shall be reasonably satisfactory to Buyer. Buyer and its representatives shall have been given reasonable access to the books and records of the Company relating to the Estimated Closing Statement.


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1.5. Purchase Price. The aggregate purchase price for the Company Capital Stock (the “Aggregate Purchase Price”) is the Estimated Merger Consideration, subject to Sections 2.2, 2.3 and 2.4.

ARTICLE II.

CLOSING; PAYMENT OF CONSIDERATION; CLOSING DELIVERABLES

2.1. Closing. Subject to the conditions set forth herein, the consummation of the transactions that are the subject of this Agreement (the “Closing”) shall occur at the offices of Honigman LLP, 660 Woodward Avenue, 2290 First National Building, Detroit, Michigan 48226, or at such other place as Buyer and Sellers may mutually agree upon in writing, or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the parties hereto, at 10:00 a.m., Detroit time, on the second business day after satisfaction of the conditions set forth in Article VI (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing). The date on which the Closing is to occur is herein referred to as the “Closing Date.” Regardless of the actual time of the Closing, except as otherwise expressly provided herein, for tax and accounting purposes, the Closing shall be deemed effective as of close of the day immediately preceding the Closing Date (the “Tax Effective Time”).

2.2. Aggregate Purchase Price Distributions and Payments.

(a) Within two (2) Business Days of execution of this Agreement, Buyer shall pay to Sellers a cash payment equal to $5,000,000 (the “Deposit”), which Deposit shall be applied toward the Aggregate Purchase Price at Closing, or should the Closing not occur and this Agreement is terminated, such Deposit shall be fully refundable to Buyer by Sellers in accordance with Section 8.3.

(b) At the Closing, Sellers shall deliver and surrender to Buyer (or to Buyer’s agent) the Certificates formerly representing the issued and outstanding Company Capital Stock.

(c) At the Closing, Buyer shall deliver to the applicable party listed below the following:

(i) to Sellers, a cash payment equal to the Estimated Merger Consideration, minus the Deposit, minus the Post-Closing Cash Consideration by wire transfer of immediately available funds to the account or accounts designated by Sellers on Schedule 2.2; and

(ii) At Buyer’s election, Buyer shall cause the refinancing of the Specified Indebtedness in connection with the Closing (or, if permissible, the parties shall cause the Company shall to retain the Specified Indebtedness at the Closing, in either case, Specified Indebtedness shall be deemed paid by Buyer as a result of such refinancing or assumption; and

 

(iii) Buyer shall pay, or cause to be paid, on behalf of Sellers, the Estimated Seller Transaction Expenses by wire transfer of immediately available funds as directed by Sellers.


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(iv) Buyer will deliver to Sellers the Stock Consideration (which will equal the right to receive 19,800,000 shares of RWB Stock, pursuant to an instrument(s) reasonably and mutually acceptable to the Parties, which will provide for the actual issuance of RWB Stock on or after January 1, 2020 (the “RWB Stock Issuance Right”), subject to and following completion of the RTO, by depositing such RWB Stock Issuance Right into an escrow account subject and pursuant to the Lock-Up Escrow Agreement, and following the Closing, the RWB Stock Issuance Right, and any RWB Stock issued pursuant to the RWB Stock Issuance Right) will be released to Sellers pursuant to and in accordance with the distribution schedule set forth in the Lock-Up Escrow Agreement, with such legends as may be required by applicable securities laws. The RWB Stock Issuance Right will be reduced by the number of shares of RWB Stock issued to Anne Hyde as Consulting Shares.

 

(d) Additional Cash Payment. On the date that is thirty (30) days following the Closing Date, Buyer shall deliver to Sellers, a cash payment equal to the Post-Closing Cash Consideration by wire transfer of immediately available funds to the account or accounts designated by Sellers on Schedule 2.2.

2.3. Post-Closing Cash Adjustments.

(a) Final Closing Statement. As soon as practicable (but not later than one hundred twenty (120) days) following the Closing Date, Buyer shall prepare and deliver to Sellers a statement (the “Closing Statement”) setting forth its calculation of (i) the Net Working Capital of the Company as of the Adjustment Calculation Time (the “Final Net Working Capital”), and

(ii) the Seller Transaction Expenses (the “Final Seller Transaction Expenses”), along with the portion of such expenses attributable to the Company (the “Final Seller Transaction Expenses”) and (iv) the resulting calculation of the Final Merger Consideration. The Closing Statement shall be prepared in accordance with GAAP.

(b) Protest Notice. Within thirty (30) days following delivery of the Closing Statement, Sellers may deliver written notice (the “Closing Statement Protest Notice”) to Buyer of any disagreement that Sellers may have as to any amount included in or omitted from the Closing Statement. Such Closing Statement Protest Notice shall set forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. The failure of Sellers to deliver such Closing Statement Protest Notice within the prescribed time period will constitute Sellers’ acceptance of the Closing Statement as determined by Buyer and shall be deemed final and binding upon the parties hereto. Sellers and their representatives shall be given reasonable access to the books and records relating to the Closing Statement for the purpose of verifying the Closing Statement and Buyer shall use commercially reasonable efforts to make its financial staff and advisors (with respect to the Business) available to Sellers and their accountants and other representatives upon written request, and upon reasonable advance notice and during normal business hours during the review by them of the Closing Statement and the calculation of the Final Net Working Capital and Final Seller Transaction Expenses and the resolution by Buyer and Sellers of any objections thereto.

(c) Resolution of Protest. If Buyer and Sellers are unable to resolve any disagreement as to any amount included in or omitted from the Closing Statement within fifteen (15) days following Buyer’s receipt of the Closing Statement Protest Notice, then the amounts in


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dispute will be promptly referred to a nationally or regionally recognized firm of independent certified public accountants as mutually agreed upon by Buyer and Sellers (the “Accountants”) for final arbitration, to take place within forty-five (45) days after submitting the matter to the Accountants, which arbitration shall be final and binding on the parties hereto. The Accountants shall act as an arbitrator to determine, based solely on presentations by Buyer and Sellers, and not by independent review, only those amounts still in dispute. With respect to its determination of each disputed item, the Accountants will exercise its discretion independently to resolve only the disputed items submitted to it within the range of differences between Buyer and Sellers. Buyer and Sellers agree to execute, if requested by the Accountants, a reasonable engagement letter. The fees and expenses of the Accountants shall be paid by Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Sellers and Buyer. The term “Final Closing Statement,” as used in this Agreement, shall mean the definitive Closing Statement accepted by Sellers or agreed to by Sellers and Buyer in accordance with Section 2.3(b) or the definitive Final Closing Statement resulting from the determinations made by the Accountants in accordance with this Section 2.3(c) (in addition to those items theretofore accepted by Sellers or agreed to by Sellers).

 

(d) Payment. Within five (5) days of the determination of the Final Closing Statement:

(i) if the Final Merger Consideration as set forth on the Final Closing Statement is less than the Estimated Merger Consideration, Buyer and Sellers agree that the amount of such shortfall (the “Merger Shortfall Amount”) shall be paid by Sellers to Buyer by wire transfer of immediately available funds to the account(s) designated by Buyer; and

 

(ii) if the Final Merger Consideration as set forth on the Final Closing Statement is greater than the Estimated Merger Consideration, Buyer and Sellers agree that the amount of such excess (the “Merger Excess Amount”) shall be paid by Buyer to Sellers by wire transfer of immediately available funds to the account(s) designated by Sellers.

2.4. Consulting Payment.

(a) Subject to the terms and conditions set forth in the Consulting Agreement and this Section 2.4, following the Closing, a to-be-formed company directly owned by Sellers and certain other individuals acceptable to Buyer (provided that such each such individual is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the U.S. securities laws and each executes a certificate or other document pursuant to which such individual makes similar “Investment” representations as Sellers) (“Consulting Affiliate”) shall be eligible to receive 3,960,000 shares of RWB Stock, which is an aggregate number of shares of RWB Stock equal to the quotient of $15,000,000, multiplied by a 1.32 exchange rate) divided by the Fixed Stock Price, subject to satisfying the Milestones set forth in the Consulting Agreement (the “Consulting Payment”). The Consulting Payment, if any, shall be calculated as set forth in this Section 2.4.

 

(b) If the Milestones are satisfied, then Buyer shall make the Consulting Payment to Consulting Affiliate, subject to the terms of a Lock-Up Escrow Agreement; provided


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that the Consulting Payment will be made only in the form of whole shares and any fractional shares shall be rounded down to the nearest whole share.  

 

(c) Subject to the terms of this Section 2.4, the issuance of the RWB Stock for the Consulting Payment shall occur as soon as reasonably practicable (subject to compliance with the requirements and procedures under applicable law) after satisfaction of the Milestones in accordance with this Section 2.4 and the Consulting Agreement.  

(d) The right of Consulting Affiliate to receive any portion of the Consulting Payment (i) is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon Sellers and Consulting Affiliate only the rights of a general unsecured creditor under applicable state Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give Sellers and Consulting Affiliate any dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of Buyer’s equity securities, (iv) is not redeemable and (v) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”), except by operation of Law (and any Transfer in violation of this Section 2.4(d) shall be null and void).

 

2.5. Tax Withholding. Notwithstanding anything in this Agreement to the contrary, Buyer (or its designee) and the Company shall be entitled to withhold and deduct from the consideration otherwise payable pursuant to this Agreement such amounts as Buyer or the Company, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. If Buyer determines that Tax withholding is required pursuant to this Section 2.5, Buyer shall provide notice thereof to Sellers reasonably promptly following such determination. To the extent that amounts are so withheld and paid over to the appropriate Tax authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made. Buyer shall cooperate with any reasonable request from the Sellers to avoid or minimize any Tax withholding from the cash consideration payable pursuant to this Agreement; provided that Sellers shall reimburse Buyer for any reasonable expenses actually incurred by Buyer in providing such cooperation to the extent such cooperation is not otherwise contemplated by Buyer's covenants or deliveries hereunder.

2.6. Closing Deliveries of Sellers. At the Closing, Sellers will execute and deliver or cause to be executed and delivered, as applicable, to Buyer:

(a) Specified Indebtedness. Evidence that the Specified Indebtedness has been assumed by the Company to the satisfaction of Buyer or a payoff letter from the holder of the Specified Indebtedness for purposes of Buyer’s refinancing of such Specified Indebtedness, which in either case, includes evidence of the release or discharge of such financing statements and other Liens on or against or affecting the Company Capital Stock, the Company and any assets of the Business in connection with such Specified Indebtedness, in form and substance satisfactory to Buyer;

 

(b) Other Payoff Letters and Lien Discharges. A payoff letter from each holder of Indebtedness of the Company or by which the Company’s assets or properties or Company Capital Stock are affected or bound (other than the Specified Indebtedness and the Hemp


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Operations Payable), indicating that upon payment of a specified amount such holder such Indebtedness shall be paid in full and all security interests and Liens shall be release, including the filing of Uniform Commercial Code Termination Statements, or such other documents or endorsements necessary to release of record the security interests of all such holders, and evidence of the release or discharge of such financing statements and or other Liens of such holders, in form and substance satisfactory to Buyer;

 

(c) Lien Discharges. Evidence of the release or discharge of all Liens on or against or affecting the Company Capital Stock (including Liens on or against Sellers), the Company and on any assets of the Business, in form and substance satisfactory to Buyer;

(d) Resolutions. Certified copies of the resolutions of the board of directors (or equivalent governing body) and the Sellers approving the transactions contemplated by this Agreement and the Transaction Documents;

(e) Officer’s Certificate. A certificate executed by Sellers to the effect that on and as of the Closing Date: (i) the certificate of incorporation and bylaws (or similar organizational document) of the Company delivered to Buyer are true and correct; and (ii) the resolutions delivered to Buyer of the board and the Sellers of the Company approving the transactions contemplated by this Agreement and the Transaction Documents are in full force and effect;

(f) Good Standing Certificates. Certificates of each state of the United States where the Company is qualified to do business providing that the Company is in good standing in such state;

(g) Third Party Consents. Copies of all consents and approvals of any Person (including Governmental Authorities (as defined in Section 3.3), whether federal, state or local) necessary to the consummation of the Closing and which are identified on Schedule 2.6(g), in form and substance satisfactory to Buyer;

(h) Consulting Agreement. That certain Consulting Agreement by and between the Company (or other Buyer designee) and Consulting Affiliate in form satisfactory to Buyer, pursuant to which Consulting Affiliate will assist the Company (or other Buyer designee) in obtaining a cannabis production license issued by the State of Illinois Department of Agriculture and such other applicable regulatory authorities (acceptable to Buyer) and Consulting Affiliate will be entitled to receive the Consulting Payment as contemplated by this Agreement upon satisfaction of certain milestones set forth in the Consulting Agreement with respect to the procurement of such license (the “Milestones”).

 

(i) Lock-Up Escrow Agreements. Those certain escrow agreements executed by the Sellers in form mutually agreeable to Buyer and Sellers (the “Lock-Up Escrow Agreements”), pursuant to which Sellers will agree not to sell, transfer or dispose of the shares of RWB Stock received hereunder (whether directly or pursuant to the RWB Stock Issuance Right) for a certain lock-up period (which will require full lock-up of all RWB Stock in escrow for a minimum six-month period after Closing during which Sellers may not sell, transfer or otherwise dispose of any RWB Stock and subject to certain other conditions, and which will require full lockup in escrow of 20% of the RWB Stock for the later of 12 months following Closing or the date


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of closure of the LUST Matter in accordance with this Agreement) with partial release of such RWB Stock from the escrow account to Sellers at a rate of 7% per month of the aggregate number of shares of RWB Stock issued to Sellers hereunder, with such legends as required by applicable securities law.

 

(j) License Agreements. To the extent such Intellectual Property is not owned by or transferred to the Company through the Pre-Closing Restructuring Transactions prior to Closing, those certain License Agreements executed by the Sellers (or other applicable parties) in form satisfactory to Buyer (the “License Agreements”), pursuant to which the Company will receive a royalty-free, perpetual license to certain Intellectual Property.

(k) Transition Documents. A transaction services agreement executed by the Sellers (and any applicable Affiliates) in form satisfactory to Buyer, and such other documents and instruments to be delivered by Sellers at or prior to the Closing pursuant to this Agreement as necessary to address the existing intercompany/affiliate arrangements with the Company, which may include termination agreements, assignment agreements, transition services agreements or such other documents as Buyer may request.

(l) Bulk Sale Release. Sellers shall deliver to Buyer a release letter or certificate for the Owned Real Property from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended; and (ii) a letter of clearance for the Owned Real Property from the State of Illinois Department of Employment Security stating that no assessed but unpaid tax penalties or interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended (the release letters and clearances referred to in (i) – (ii) above are referred to collectively as the “Bulk Sale Releases” and individually as a “Bulk Sale Release”).

(m) Affidavits for Title Company. Sellers (and the Company) shall execute and deliver to the title company such affidavits with respect to the Owned Real Property as the title company shall require in order to delete from its title insurance policies those of the so-called “standard exceptions” that are removable by affidavit.

(n) Non-Foreign Person Affidavit. Sellers (and the Company) shall execute and deliver to Buyer (and Real Estate Buyer) a non-foreign person affidavit or a qualifying statement sufficient in form and substance to relieve Buyer of any and all obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Code.

(o) Title Commitment. Seller shall cause the Title Company (as defined in the Real Estate Purchase Agreement) to provide Buyer with the proforma or marked-up title commitment as required under this Agreement.

(p) Other Documents. All other previously undelivered documents, instruments or writings required to be delivered by the Sellers to Buyer at or prior to the Closing pursuant to this Agreement and such other documents and instruments as Buyer or its counsel reasonably shall deem necessary to consummate the transactions contemplated hereby.


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All documents delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer and its counsel.

2.7. Closing Deliveries of Buyer and Merger Sub. At the Closing, Buyer and Merger Sub will execute and deliver or cause to be executed and delivered to the Sellers simultaneously with delivery of the items referred to in Section 2.6 above:

(a) Resolutions. Certified copies of the resolutions of the board of directors (or equivalent governing body) of Buyer and the board of directors (or equivalent governing body) and equity holders of Merger Sub approving the transactions contemplated by this Agreement and the Transaction Documents;

(b) Other Documents. All other previously undelivered documents, instruments or writings required to be delivered by Buyer to Sellers at or prior to the Closing pursuant to this Agreement and such other documents and instruments as Sellers’ counsel reasonably shall deem necessary to consummate the transactions contemplated hereby.

 

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller, severally and not jointly, represents and warrants to Buyer and Merger Sub as to itself only, as of the date of this Agreement and as of the Closing Date, as follows:

3.1. Authority. Each Seller has full power, right and authority to enter into and perform such Seller’s obligations under this Agreement and each of the Transaction Documents to which such Seller is a party. This Agreement and each of the Transaction Documents to which such Seller is a party has been duly executed and delivered by such Seller, and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute the valid and legally binding obligation of such Seller and are enforceable against such Seller in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).  

3.2. Title to Company Capital Stock. Sellers own of record and beneficially all of the Company Capital Stock, and Sellers have good and marketable title to the Company Capital Stock, free and clear of all Liens. Neither Seller is a party to (a) any option, warrant, purchase right or other contract or commitment (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any Company Capital Stock or (b) any voting trust, proxy, or other agreement or understanding with respect to the voting of any Company Capital Stock. Other than the Company Capital Stock set forth opposite such Seller’s name on Schedule 3.2, Seller owns no other Company Capital Stock of, securities, instruments or rights convertible into Company Capital Stock or options, warrants or other rights to acquire Company Capital Stock.   

3.3. Noncontravention. Except as set forth on Schedule 3.3, the execution, delivery and performance by each Seller of this Agreement and the Transaction Documents to which such Seller


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is a party and the consummation of the transactions contemplated hereby or thereby will not, or would not: (a) violate or conflict with or result in a breach of or default under any provision of any law, statute, rule, regulation, order, permit, by law, enactment, ordinance, directive, judgment, injunction, decree or other decision of any Governmental Authority (each a “Law” and, collectively, “Laws”), in each case applicable to such Seller; (b) constitute (with or without due notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration payment or cancellation under or permit any party to terminate under any material contract, agreement, indenture, mortgage, note, bond, license or other instrument or obligation of such Seller or by which the assets of such Seller may be bound or subject; (c) result in the creation or imposition of any Lien upon any of the Company Capital Stock or any other assets of the Business; or (d) require any material authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any court, arbitral body, administrative or governmental body, department, commission, board, agency or instrumentality, legislative, executive or regulatory authority or agency (whether foreign or domestic) (each, a “Governmental Authority”) or other Person.

3.4. Litigation. There is no claim, action, cause of action or suit (whether in contract, tort, eminent domain, or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, grievance, arbitration, investigation, hearing, charge, complaint, demand, notice, audit, inquiry, notice of violation, order, or other proceeding (each a “Proceeding” and, collectively “Proceedings”) pending or, to each Seller’s knowledge, threatened against or affecting such Seller in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby

3.5. Investment. Each Seller, for itself and as the equity owner of Consulting Affiliate, represents and warrants that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the U.S. securities laws. Each Seller, for itself and as the equity owners of Consulting Affiliate, is acquiring the RWB Stock and RWB Stock Issuance Right for its own account for investment only, and not with a view to distribution or resale thereof and does not presently have any contract, agreement or arrangement with any Person to sell or transfer such RWB Stock or RWB Stock Issuance Right. Sellers acknowledge that the RWB Stock to be issued under this Agreement has not been, and will not be, registered under U.S. securities law, by reason of a specific exemption from the registration provisions of U.S. securities law, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Sellers’ representations as expressed herein. Except for the representations specifically set forth in this Agreement by Buyer, Sellers acknowledge that no officer or other representative of Buyer or RWB, nor any other person or entity has made any representations of any kind or nature to induce Sellers to enter into this Agreement and that Sellers are relying solely on the representations in this Agreement and the publicly available information regarding RWB that Sellers have determined was useful in acquiring the RWB Stock and RWB Stock Issuance Right. Each Seller’s residence and Consulting Affiliate’s principal place of business (which shall be deemed its residence) is in the State of Kentucky.


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ARTICLE IV.

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

The Sellers, jointly and severally, represent and warrant to Buyer and Merger Sub, as of the date of this Agreement and as of the Closing Date, as follows:

4.1. Authority. The Company has full corporate power, right and authority to, enter into and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution, delivery and performance of this Agreement and each of the Transaction Documents to which the Company is a party have been duly and properly authorized by the Company by all requisite action in accordance with applicable law and with the Charter Documents of the Company. This Agreement and each of the Transaction Documents to which the Company is a party have been duly executed and delivered by the Company, and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute the valid and legally binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, except as may be limited by the Bankruptcy and Equity Exception.

4.2. Organization and Qualification of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to carry on its business as now being conducted and as currently proposed to be conducted and to own, lease or otherwise hold the properties and assets it now owns, leases or otherwise holds. The Company is duly qualified or licensed to do business and is in good standing as a foreign corporation in the State of Illinois and, as applicable, in each of the other jurisdictions listed on Schedule 4.2, and there are no other jurisdictions in which the conduct of the Company’s business or the ownership or lease of its assets requires such qualification under applicable law. The Company has no Subsidiaries. Complete and correct copies of the Charter Documents of the Company and all amendments thereto to date, certified (as applicable) by the Secretary of State of Illinois have been delivered to Buyer and will not be modified or amended prior to the Closing. Schedule 4.2 sets forth a list of all of the officers and directors (or similar persons) of the Company.

4.3. Noncontravention. Except as set forth on Schedule 4.3, the execution, delivery and performance by the Company and Sellers of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not, or would not: (a) except with respect to federal Laws related to cannabis (other than Section 280E of the Code), violate or conflict with or result in a breach of or default under any provision of any Law, which is applicable to the Company or by which any of the Company Capital Stock are bound; (b) violate or conflict with or constitute a default under the Charter Documents of the Company; (c) constitute (with or without due notice or lapse of time or both) a material default under or an event which would give rise to any right of notice, modification, acceleration payment or cancellation under or permit any party to terminate any material Contract, Permit, agreement, indenture, mortgage, note, bond, license or other instrument or obligation of the Company or by which the assets of the Company may be bound or subject; (d) result in the creation or imposition of any Lien upon any of the Company Capital Stock or any assets of the Company; or (e) require any authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any


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Governmental Authority or other Person, except in the case of clause (c) above, for the failure to obtain any such authorization, consent, order, approval, filing, registration, exemption or other action or to furnish any required notice.

4.4. Capitalization; Title to Company Capital Stock.

(a) The authorized issued and outstanding Company Capital Stock, the holders of such Company Capital Stock and the address of each such holder are set forth on Schedule 4.4. All of the issued and outstanding Company Capital Stock have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record and owned beneficially by Sellers, free and clear of all Liens, and are not subject to, nor issued in violation of, any preemptive rights, rights of first refusal, co-sale or participation right, preemptive right, subscription right or any other similar right. The Company has not violated any securities Laws in connection with the offer, sale or issuance of the Company Capital Stock. There are no declared or accrued but unpaid dividends with respect to any of the Company Capital Stock.

(b) There are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities or contracts or obligations of any kind (contingent or otherwise) to which the Company is a party or by which it is bound obligating the Company, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, contract or obligation. There are no outstanding obligations of the Company (contingent or otherwise) to repurchase, redeem or otherwise acquire, directly or indirectly, any equity interests (or options or warrants to acquire any such equity interests) of the Company, and there are no outstanding rights to cause the Company to register its securities or which otherwise relate to the registration of any securities of the Company. There are no outstanding equity-appreciation rights, equity-based performance units, “phantom” equity rights or other contracts or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, equity value or other attribute of a Company or its businesses or assets or calculated in accordance therewith. Except as set forth on Schedule 4.4, there are no agreements among the Sellers with respect to the voting or transfer of the Company Capital Stock or with respect to any other aspect of a Company’s affairs. Except as set forth on Schedule 4.4, there are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any equityholders of the Company may vote.

 

4.5. Absence of Certain Developments. Except as set forth on Schedule 4.5, since January 1, 2019, the Company has conducted its business only in the ordinary course of business and (i) there has not been any (i) Company Material Adverse Effect and (ii) the Company has not:

(a) amended any of its Charter Documents;

(b) issued or sold any Equity Interests, securities convertible into Equity Interests or other equity securities, or warrants, options or other rights to purchase Equity Interests or other equity securities;


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(c) declared, set aside or made any payment or distribution of cash or other property to any of its equity holders with respect to its Equity Interests or otherwise, or purchased, redeemed or otherwise acquired any Equity Interests or other equity securities (including any warrants, options or other rights to acquire its Equity Interests or other equity securities);

(d) entered into, amended or terminated any material Contract;

(e) (i) acquired (by merger, consolidation, acquisition of securities or assets or otherwise) or organized any Person, (ii) acquired any material rights, assets or properties or (iii) acquired any Equity Interest or other securities of any Person, in each case, other than in the ordinary course of business;

(f) other than the sale of inventory in the ordinary course of business, sold, assigned, transferred, leased or licensed any of its material tangible assets;

(g) sold, assigned, transferred, leased, licensed or otherwise encumbered any Intellectual Property (other than by granting nonexclusive licenses of Intellectual Property to customers pursuant to written agreements in connection with the sale of products or the provision of services);

(h) disclosed any Confidential Information to any Person except on terms requiring that Person to maintain the confidentiality of, and preserving all rights of the Company in, such Confidential Information;

(i) to the Company’s Knowledge, taken or failed to take any action that could reasonably be expected to result in the loss, lapse or abandonment of any material Intellectual Property or Confidential Information;

(j) mortgaged or encumbered or permitted any of its assets (including the Owned Real Property) to become subject to any Liens;

(k) made or granted any bonus or any compensation or salary increase to any former or current employee or group of former or current employees, or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or employment or severance agreement or adopted any new employee benefit plan or arrangement or employment or severance agreement, in each case, outside of the ordinary course of business;

(l) suffered any material damage, destruction or other casualty loss with respect to property owned by the Company or waived any rights of material value;

(m) accelerated the collection of accounts receivable, delayed the purchase of supplies, delayed any material capital expenditures, repairs or maintenance, or delayed payment of accounts payable or accrued expenses;

(n) changed its accounting policies or cash management practices or canceled any debts owed to it or claims held by it;


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(o) (i) made or changed a Tax election that is not consistent with the Company's past practices in making tax elections or changed any method of tax accounting, (ii) settled or compromised any federal, state, local or foreign Tax liability or assessment, (iii) filed any amended Tax return (excluding for this purpose the income Tax Returns for Company's 2016 and 2017 Tax years), (iv) entered into any closing agreement relating to any Tax, (v) agreed to an extension or waiver of a statute of limitations period applicable to any Tax claim or assessment, (vi) surrendered any right to claim a Tax refund, (vii) incurred any liability for Taxes outside the ordinary course of business, (viii) failed to pay any Tax that becomes due and payable (including any estimated tax payments), or (ix) prepared or filed any Tax Return in a manner inconsistent with past practice;

(p) failed to maintain in full force and effect any insurance policy in effect, except for any policy replaced by a new or successor policy of substantially similar coverage;

(q) terminated, amended, failed to renew or preserve or failed to maintain in full force and effect any (i) material permit or (ii) registration or application for any Intellectual Property, except for amendments completed in the ordinary course of business;

(r) taken any action to cause a change in the title to the Owned Real Property except to cure title defects as permitted under this Agreement; or

 

(s) agreed, whether orally or in writing, to do any of the foregoing.

4.6. Compliance with Applicable Laws. Except as set forth on Schedule 4.6, the Company is and has been in material compliance with all Laws applicable to it or the operation, use, occupancy or ownership of its assets or properties or conduct of the Business, and none of the Company or Sellers has received written notice (and to the Company’s Knowledge, any oral notice) from any Governmental Authority regarding any failure to so comply. None of the Company or Sellers have (i) been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action or (ii) made any bribes, kickback payments or similar payments of cash or other consideration or paid any remuneration, in cash or in kind, in violation of 42 U.S.C. § 1320a-7b(b) or similar provisions of applicable Law, that is capable of forming the basis of criminal prosecution of, or civil action against, the Company or the Sellers. The Company has not certified, represented or otherwise indicated (either orally or in writing) to any Person, including any Governmental Authority, that it is a woman-or minority-owned business, small business or any other similar designation that entitles the Company or the Business to a favored status or benefits.

4.7. Financial Statements.

(a) Schedule 4.7 contains true and complete copies of the following financial statements of the Company (the “Financial Statements”):

(i) the unaudited consolidated balance sheets of the Company as of December 31, 2017 and December 31, 2018, and the related statements of income and cash flows for the years then ended; and


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(ii) the unaudited consolidated balance sheet of the Company as of August 31, 2019 (the “Latest Balance Sheet”), and the related statements of income and cash flows for the 8-month period then ended (the “Interim Financials”).

(b) Each of the Financial Statements is complete and correct in all material respects, is consistent with the books and records of the Company and accurately and completely, in all material respects, present the Company’s financial condition, assets and Liabilities as of their respective dates and the results of operations and cash flows for the periods related thereto in accordance with GAAP consistently applied throughout the periods covered thereby, and except that the Interim Financials are subject to normal year-end adjustments or accruals and lack the footnote disclosure otherwise required by GAAP. The reserves reflected in the Financial Statements are reasonable and have been calculated in a consistent manner.

(c) The internal controls of the Company over financial reporting are effective in providing reasonable assurance regarding the reliability of financial reporting and preparation of financial statements in accordance with GAAP.

(d) The Company has no debts, Liabilities or obligations of any nature (whether accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise and whether due or to become due), including, without limitation, Liabilities or obligations on account of Taxes or governmental charges or penalties, interest or fines thereon or in respect thereof, except

(i) to the extent reflected and accrued for or reserved against in the Financial Statements, (ii) for Liabilities and obligations incurred in the ordinary and usual course of business consistent with past custom and practices since January 1, 2019, which, individually or in the aggregate, are not reasonably expected to be material to the Business, (iii) Liabilities (which are current) relating to future performance under the assumed Contracts, but in no event any Liability arising out of any breach, nonperformance or defective performance by the Company of any such Contract and (iv) Liabilities under this Agreement and the Transaction Documents to which the Company is a party.

(e) Except as set forth on Schedule 4.7(e), the Company has no Indebtedness.

(f) All accounts receivable of the Company (i) are bona fide and valid receivables arising from sales actually made or services actually performed and were incurred in the ordinary course of business, (ii) are properly reflected on the Company’s books and records and balance sheets in accordance with GAAP consistently applied and (iii) to the Company’s Knowledge, are not subject to any setoffs, counterclaims, credits or other offsets, and are current and collectible and will be collected in accordance with their terms at their recorded amounts within ninety (90) days, subject only to the reserve for bad debts set forth on the face of the Latest Balance Sheet (rather than in the notes thereto). No Person has any Lien on any accounts receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Company with respect to any accounts receivable other than in the ordinary course of business.

4.8. Assets.

(a) Personal Property. Schedule 4.8(a) is a list of the (i) depreciable fixed assets owned by the Company and (ii) other tangible assets owned by the Company, including such


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assets, facilities and personal property owned by the Company and located at the Illinois Facility. Schedule 4.8(a) also identifies each item of personal property leased by the Company with a remaining lease term longer than twelve (12) months.

(b) Title and Condition. The Company has good and valid title to, a valid leasehold interest in, or a valid license to use all machinery, equipment, personal properties, vehicles and other tangible assets used in or related to the Business as conducted as of the Closing and as presently proposed to be conducted following Closing. Such personal property and tangible and intangible assets are sufficient in all material respects for the conduct of the Business as presently conducted and as proposed to be conducted following Closing. All of the Company’s machinery, equipment, personal properties, vehicles and other tangible assets are operated in conformity with all applicable Laws and regulations, are structurally sound (in the case of the buildings and improvements), are in good condition and repair, except for reasonable wear and tear, and are usable in the ordinary course of business.

4.9. Taxes. Except as set forth on the attached Schedule 4.9:

(a) All Tax Returns required to be filed by or with respect to the Company have been duly and timely filed in all required jurisdictions, and all such Tax Returns are true, correct and complete in all material respects and were prepared in substantial compliance with all applicable laws and regulations. The Company has duly and timely paid all Taxes (including estimated taxes) due and payable (whether or not shown on any Tax Return).   

(b) The Company has deducted, withheld and timely paid to the appropriate Governmental Authority all Taxes required to be deducted, withheld or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, owner or other third party, and the Company has timely and accurately complied in all material respects with all reporting and record keeping requirements related thereto, including filing of Forms W–2 and 1099s (or other applicable forms).

(c) There are no Liens with respect to Taxes (other than Permitted Liens) upon any of the Company Capital Stock or assets of the Company. No Governmental Authority has threatened in writing that it is in the process of imposing any Lien for Taxes on the Company Capital Stock or assets of the Company.

(d) The Company has not waived any statute of limitations in respect of Taxes, agreed to any extension of time with respect to a Tax assessment or deficiency, or consented to extend the period in which any Tax may be assessed or collected by any Tax authority, in each case with respect to an open Tax period, and no such request to waive or extend is outstanding.  The Company is not currently the beneficiary of any extension of time within which to file any Tax Return for any open Tax period.   

 

(e) No federal, state, local, or non-U.S. tax audits or administrative or judicial Tax proceedings are being conducted or, to the Company’s Knowledge, are threatened with respect to the Company. The Company has not received from any federal, state, local, or non-U.S. taxing authority (including jurisdictions where the Company has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, or (ii) notice of deficiency or proposed


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adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against the Company.

 

(f) No claim has ever been made to the Company by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.  

(g) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of income Tax Law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date, (v) election by the Company under Section 108(i) of the Code (or any corresponding or similar provision of income Tax Law) or (vi) any use of an improper method of accounting for a taxable period ending on or prior to the Closing Date.

(h) The Company is not a party to or bound by any Tax allocation, indemnification or sharing agreement, other than pursuant to Contracts entered into in the ordinary course of business the principal subject matter of which is not Taxes. The Company is not a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event) in the payment of (i) any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local, or non-U.S. Tax law) or (ii) any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local, or non-U.S. Tax law).  

(i) The Company (i) has not been a member of an Affiliated Group filing a consolidated federal income Tax Return or (ii) has no Liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by Contract, or otherwise, other than pursuant to Contracts entered into in the ordinary course of business, the principal subject matter of which is not Taxes.

(j) Schedule 4.9(j) lists all the states with respect to which the Company has filed any Tax Returns since January 1, 2016.

(k) The Company has at all times been on the cash receipts and disbursements method of accounting for federal or applicable state and local income Tax purposes.

(l) The Company is not and has not been a party to any “reportable transaction,” as defined in Section 6707A(c)(1) of the Code.

(m) The Company is not subject to Tax in any jurisdiction outside of the United States by virtue of (i) having a permanent establishment or other place of business or (ii) having a source of income in that jurisdiction.


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(n) The Company is and has been, at all times since its formation, been an “S” corporation within the meaning of Section 1361(a)(1) of the Code.

4.10. Contracts.

(a) Except as set forth on Schedule 4.10, there are no written or oral Contracts to which the Company is a party, or by which any of the assets of the Business are bound or affected, that: (i) involves performance of services or delivery of goods or materials either to or from the Company of an amount or value in excess of $25,000 individually during any 12-month period; (ii) was not entered into in the ordinary course of business; (iii) cannot be terminated by the Company upon less than sixty (60) days’ notice without penalty; (iv) requires the Company to purchase its total requirements of a good or service from another Person or that includes a “take or pay” or similar provision; (v) is a collective bargaining agreement or otherwise involves a labor union or other representative of a group of employees relating to wages, hours or conditions of employment; (vi) restricts the Company’s business activities or limits the right or ability of the Company to engage in any line of business or to compete with another Person; (vii) involves the grant of a power of attorney of the Company to another Person; (viii) relates to a joint venture, partnership, strategic alliance or similar arrangement or that involves a sharing of profits, losses, costs or Liabilities with another Person; (ix) is an employment or consulting agreement or involves the engagement of an independent contractor; (x) provides for payment to or by a Person based on sales, purchases, profits or other metrics other than direct payment for goods or services; (xi) is a franchise agreement or a sales promotion, market research, marketing, advertising or similar Contract; (xii) is a loan, credit or similar Contract or that otherwise relates to Indebtedness; (xiii) grants a Lien on any of the assets of the Company; (xiv) is with a Governmental Authority; (xv) involves or relates to the acquisition or divestiture of a business or a material amount of assets, properties or securities of another Person (whether by merger, sale of stock, sale of assets, lease, license or otherwise); (xvi) provides for the indemnification by the Company of another Person or the assumption or guaranty by the Company of a Liability or obligation of another Person; (xvii) grants another Person “most favored nation status” or any similar type of Contract; or (xviii) relates to the maintenance, operation or administration of the Business but the Company is not a direct party to such Contract.

 

(b) Correct and complete copies of the Contracts required to be set forth on Schedule 4.10 have previously been furnished or otherwise been made available to Buyer. Except as set forth on Schedule 4.10, all of the Contracts required to be listed in Schedule 4.10 will remain enforceable against the counterparty thereto upon consummation of the transactions contemplated by this Agreement without the consent, approval, novation or waiver of any third party. The Company is not in default nor, has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default, under any Contract required to be listed in Schedule 4.10, and, to the Company’s Knowledge, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default by any other party to any such Contract or obligation. Each of the Contracts required to be listed in Schedule 4.10 is in full force and effect with respect to the Company and, to the Company’s Knowledge, the other party thereto, is valid and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and, to the Company’s Knowledge, is not subject to any claims, charges, setoffs or defenses.


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4.11. Real Property.

 

(a) Schedule 4.11(a) sets forth the address of each parcel, tax parcel identification number and legal description of all real property owned by the Company (the “Owned Real Property”). The Company (i) has good and valid fee simple title to each parcel of Owned Real Property, free and clear of all Liens, except Permitted Exceptions and (ii) the Owned Real Property is comprised of approximately 124 acres making up a portion of the real property commonly known as 14240 Greenhouse Avenue, Granville, Illinois. With respect to each parcel of Owned Real Property: (i) the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof. Sellers have made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers or the Company relating to the Owned Real Property.

(b) Schedule 4.11(b) contains a complete list of all real property leased or subleased by the Company (individually “Leased Real Property” and collectively, the “Leased Realty”). The Company has a valid leasehold interest in each Leased Real Property, subject only to Permitted Liens. The Company has previously delivered to Buyer correct and complete copies of (or, in the case of non-written arrangements, accurately and completely described) each of the leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Realty (the “Realty Leases”). With respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable and in full force and effect (subject to the Bankruptcy and Equity Exception); (ii) the Company nor, to the Company’s Knowledge, any other party to the Realty Lease is in material breach or default, and to the Company’s Knowledge no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) the Realty Lease has not been modified, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (iv) the Company is exclusively entitled to all rights and benefits as lessee under the Realty Lease and has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease; and (v) the term of the Realty Lease ends on December 31, 2019; (vi) the real property leased under the Realty Lease is shown on Schedule 4.11(b), which is the remaining portion of the real property consisting of approximately 106 acres commonly known as 14240 Greenhouse Avenue, Granville, Illinois (together with the Owned Real Property, the “Illinois Facility”); (vii) there exist no subleases with respect to the Illinois Facility and the Company is the sole party in possession of the Illinois Facility; and (vii) the terms and conditions of the Realty Lease will not be affected by, nor will the Realty Lease be in default as a result of, the completion of the transactions contemplated by this Agreement; provided, however, the parties acknowledge that the Realty Lease shall be terminated at Closing pursuant to the Real Estate Purchase Agreement.   

(a) The Owned Real Property and Leased Real Property constitutes all of the real property currently owned, leased, occupied or otherwise utilized in connection with the Business as currently conducted and as proposed to be conducted following the Closing. Other than the landlords under the Leased Real Property, there are no other parties in possession or parties having any current or future right to occupy any of the Owned Real Property or Leased


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Real Property and at Closing the Company will be the only party with possession and current occupancy rights.  

 

(b) With respect to the Owned Real Property and Leased Real Property (including the Illinois Facility): (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, at the Owned Real Property and Leased Real Property (the “Improvements”) are in good condition and repair (normal wear and tear excepted) and are sufficient for the conduct of the Business as currently conducted and as proposed to be conducted following Closing, (ii) there are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere with the use or occupancy of the Improvements, or any portion thereof in the operation by the Company or the Business, (iii) the Owned Real Property, Leased Real Property and Improvements and the Company’s use thereof conform to all applicable building, zoning and other Laws, and (iv) there is no pending or, to the Company’s Knowledge, threatened condemnation or other Proceeding affecting any portion of the Owned Real Property or Leased Real Property or the Company’s use thereof. The Company owns and has good and valid title to the Improvements at the Illinois Facility.

(c) The tax parcel numbers that are assigned to the Owned Real Property and Leased Real Property and Improvements do not affect or include any other land or improvements and there are not any pending appeals for the reduction or relief from the payment of any real estate taxes. Neither the Company, nor any Seller has received any notice and or has any knowledge of (i) any special assessments affecting the Owned Real Property and Leased Real Property and Improvements; (ii) any tax deficiency, lien or assessment against the Owned Real Property and Leased Real Property and Improvements, in each case, which has not been paid or the payment for which adequate provision has not been made; (iii) any violations of Laws with respect to the Owned Real Property and Leased Real Property and Improvements; (iv) any condemnations or imminent domain proceedings; (v) any pending zoning or subdivision changes that would affect the Owned Real Property and Leased Real Property and Improvements.

(d) No work has taken place on the Owned Real Property or Leased Real Property in the last one hundred twenty (120) days that would create in any party a right to a lien against any of such properties, except for such work that has been fully paid for by the Company or Sellers and for which the Company or Sellers will obtain lien waivers and affidavits if requested by the title company

 

4.12. Litigation. Except as set forth on Schedule 4.12, there is no Proceeding pending or, to the Company’s Knowledge, threatened against the Company, the Business or the Company Capital Stock (or to the Company’s Knowledge, pending or threatened against any of the officers, managers, directors or key employees of the Company with respect to the Business), or to which the Company is otherwise a party. The Company is not subject to, and the Business and the Company Capital Stock are not bound by, any judgment, order or decree of any court or Governmental Authority. The Company is not currently engaged in any Proceeding to recover monies due it or for damages sustained by it. Schedule 4.12 sets forth a list of all closed litigation matters relating to the Company (including predecessors) or the Business to which the Company was a party during the three (3) years preceding the date hereof, the date such litigation was


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commenced or concluded, and the nature of the resolution thereof (including amounts paid in settlement or judgment).

4.13. Intellectual Property.

(a) Schedule 4.13(a) sets forth a true, correct, and complete list and description of all (i) IP Registrations, (ii) Intellectual Property constituting common law trademarks and Trade Secrets, in each case that are not registered but that are material to the Business as currently conducted and presently proposed to be conducted following Closing and (iv) other Intellectual Property (including Software) that is material to the Business as currently conducted and, to the Company’s Knowledge, as proposed to be conducted following Closing. All filings and fees related to the IP Registrations that are required to have been paid by the date of this Agreement and at Closing have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all IP Registrations are otherwise in good standing. If any terminal disclaimers exist or are reasonably expected to be made with respect to or affect the IP Registrations (including under 35 U.S.C. § 253 or 37 CFR 1.321 or the equivalent laws or regulation of any other patent authority), all patents or patent applications subject to such terminal disclaimer are also included in Schedule 4.13(a). The Company has provided Buyer with copies of file histories, documents, certificates, office actions and correspondence, chain of title documents, assignment recordings and other materials related to all IP Registrations.

(b) Schedule 4.13(b) sets forth a true, correct, and complete list of all material IP Agreements to which the Company is a party or that relate to Intellectual Property that is material to the Business. The Company has made available to Buyer true, correct, and complete copies of all such IP Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each such IP Agreement that is material to the Business as currently conducted is valid, subsisting, and binding on the Company in accordance with its terms and is in full force and effect.

(c) Except as set forth on Schedule 4.13(c), the Company is the sole and exclusive legal and beneficial, and with respect to the IP Registrations, the record owner of all right, title and interest in and to the IP Registrations, and has the valid right to use all other Intellectual Property used in or necessary for the conduct of the Business as currently conducted and as proposed to be conducted following the Closing, in each case, free and clear of all Liens (other than Permitted Liens) and exclusive licenses.

(d) The rights of the Company in the IP Registrations are (i) subsisting, enforceable, in full force and effect, and valid; (ii) have not (to the extent applicable) expired, been cancelled, or abandoned; and (iii) are not subject to any order, judgment, injunction, decree, ruling or agreement (other than as set forth in the IP Agreements) that would materially affect the enforceability of, or the Company’s use of or rights to, the Intellectual Property.

(e) Neither the execution, delivery nor performance of this Agreement, nor the consummation of the transactions contemplated hereby, will result in the loss or impairment of, or require the consent of any other Person in respect of, the Company’s right to own or use any Intellectual Property or IP Agreements.


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(f) Prior to and as of the Closing Date: (i) the conduct of the Business as conducted on and prior to the date of this Agreement (including the related products, processes and services of the Business and the Company’s use of Intellectual Property in the Business) has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property or other rights of any Person; (ii) to the Company’s Knowledge, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Intellectual Property; and (iii) to the Company’s Knowledge, no Person has breached the provisions of a non-disclosure agreement between such Person and the Company.

 

4.14. Insurance Policies. Schedule 4.14 is a correct and complete list and description, including policy number, coverage and deductible, of all insurance policies owned by the Company (the “Insurance Policies”), correct and complete copies of which policies have previously been delivered to Buyer. The Company has not received any written (or, to the Company’s Knowledge, oral) notice of cancellation or intent to cancel or increase or intent to increase premiums in any material respect with respect to such Insurance Policies. Schedule 4.14 also contains a list of all pending claims and any claims in excess of $5,000 individually or for a series of related claims in the past three (3) years with any insurance company by the Company (including predecessors) and, to the Company’s Knowledge, any instances within the previous three (3) years of a denial of coverage relating to the Business or the Company (including predecessors) by any insurance company. Each Insurance Policy is in full force and effect and the Company is not in default with respect to its obligations under any of such Insurance Policies. The Company is current in all premiums or other payments due under the Insurance Policies and has otherwise complied in all material respects with all of its obligations under each Insurance Policy. The Company has given timely notice to the insurer of all material claims that may be insured thereby, and insurance coverage of such claims has not been denied or disputed by any insurer. To the Company’s Knowledge, no Insurance Policy provides for any retrospective premium adjustment or other experience based Liability on the part of the Company.

4.15. Licenses and Permits. The Company owns, holds, possesses or lawfully uses all the permits, licenses, registrations, authorizations, industry certifications, consents, certificates, orders, franchises, variances and approvals of Governmental Authorities or other Persons necessary for the ownership, use, occupancy or operation of the Business and the conduct and operation of the Business as currently conducted, all of which are identified on Schedule 4.15, including, without limitation, Industrial Hemp Cultivation Licenses and an industrial hemp processor/handler registration issued by the State of Illinois Department of Agriculture (collectively, the “Permits”). The Company is in compliance with all such Permits, all of which are in full force and effect, and none of the Company or Sellers has received any written notices (or to the Company’s Knowledge, any oral notice) to the contrary. Neither the execution, delivery nor performance of this Agreement, nor the consummation of the transactions contemplated hereby, will result in the loss or impairment of, or require the consent of any other Person in respect of, the Company’s right to own or use any Permit.

4.16. Welfare and Benefit Plans.

(a) Schedule 4.16 is a true and complete list of all employment, change in control or similar agreements, equity or equity based plans or agreements, severance pay, vacation, sick leave, fringe benefit, medical, dental, life insurance, disability or other welfare plans,


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programs or agreements, savings, profit sharing, pension or other retirement plans, programs or agreements and all bonus or other incentive plans, Contracts, agreements, arrangements, policies, programs, practices or other employee benefits or remuneration of any kind, whether formal or informal, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (collectively, the “Employee Benefit Plans”) sponsored, maintained or contributed to by the Company and in which any one or more of the current or former employees or directors of the Company participates or is eligible to participate or has previously participated in and for which the Company has any current or future Liability. Sellers have furnished or otherwise made available to Buyer true and complete copies of all Employee Benefit Plans that have been reduced to writing; written summaries of the material terms of all unwritten Employee Benefit Plans; and related trust agreements, annuity contracts, IRS determination letters and rulings, the most recent determination letter request, copies of all material applications and material correspondence to or from the IRS or Department of Labor, summary plan descriptions, all material communications to employees regarding any Employee Benefit Plan; and annual reports on Form 5500, Form 990, actuarial reports, and PBGC Forms 1 for the most recent three

(3) Plan years.

(b) No Liability under Title IV or Section 302 of ERISA has been incurred by the Company or by any Person or any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA (an “ERISA Affiliate”) that has not been satisfied in full, and, to the Company’s Knowledge, no condition exists that is reasonably likely to create such a Liability to the Company or any ERISA Affiliate.

(c) Except as set forth on Schedule 4.16(c), the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee or officer of the Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) result in forfeiture, accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer, (iii) limit or restrict the right of the Company to merge, amend, or terminate any Employee Benefit Plan or (iv) increase the amount payable or result in any other material obligation pursuant to any Employee Benefit Plan.

(d) Each Employee Benefit Plan has been maintained, in form and operation, in compliance in all material respects with its terms and all applicable Laws, including, without limitation, ERISA and the Code.  There has been no material failure of an Employee Benefit Plan that is a group health plan (as defined in Section 5000(b)(1) of the Code) to meet the requirements of Section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in Section 4980B(g) of the Code). The Company has not contributed to a nonconforming group health plan (as defined in Section 5000(c) of the Code).

(e) There are no pending, or to the Company’s Knowledge, threatened or reasonably anticipated claims by or on behalf of any Employee Benefit Plan, by any employee or beneficiary covered under any such Employee Benefit Plan, or otherwise involving any such Employee Benefit Plan (other than routine claims for benefits). All Employee Benefit Plans providing welfare benefits are fully insured.


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(f) The Company does not have any obligation to provide post-employment welfare benefits other than as required under Section 4980B of the Code or any similar provision of state law.

4.17. Health, Safety and Environment. Except as set forth on the attached Schedule 4.17: (a) the Company has complied and is in compliance with all Environmental Laws; (b) the Company has not received any written notice, report, order, directive or other information regarding any actual or alleged violation of Environmental Laws, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them, their businesses, or their past or current facilities arising under Environmental Laws; (c) to the Company’s Knowledge, none of the following exists at any Owned Real Property or Leased Real Property: (i) underground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, (iv) landfills, surface impoundments, or disposal areas, or (v) groundwater monitoring wells, potable drinkable water wells, petroleum wells or production water wells; (d) neither the Company nor, to the Company’s Knowledge, any of its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released or exposed any Person to any substance, including any hazardous substance, or owned or operated any property or facility which is or has been contaminated by any such substance, in a manner that has given or could give rise to any current or future Liabilities (including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any investigatory, corrective or remedial obligations) pursuant to any Environmental Laws; (e) no third party has used the Owned Real Property or Leased Real Property in violation of any Environmental Law for the purpose of treating, generating, manufacturing, producing, storing, handling, treating, transferring, releasing, processing or transporting any petroleum, hazardous waste or hazardous substance and/or toxic waste or toxic substance, as such terms are defined in RCRA, CERCLA, the Superfund Amendments and Reauthorization Act, Public Law 99 499 as amended, or any other federal, state or local environmental law, regulation, code or ordinance; (f) neither the Company nor Sellers has received any written notice, claim, report, order, directive, or other information regarding any actual or alleged violation of Environmental Laws, or any Liability, including any investigatory, remedial or corrective obligation, arising under Environmental Laws and relating to the Owned Real Property or Leased Real Property; (g) neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of Governmental Authorities or third parties, pursuant to any of the so called “transaction triggered” or “responsible property transfer” Environmental Laws; (h) neither the Company nor the Sellers have, either expressly or by operation of law, assumed, undertaken, or provided an indemnity with respect to any Liability (including any investigative, corrective or remedial obligation) of any other Person relating to Environmental Laws; and (i) the Company and Sellers have furnished to Buyer all environmental audits, reports and other environmental documents materially bearing on environmental, health or safety matters relating to the current and former operations and facilities of the Company, or their respective predecessors or Affiliates, which are in their possession, custody or control.

4.18. Employees. Except as set forth on Schedule 4.18, (a) the Company is not a party to or obligated with respect to any outstanding contracts or arrangements with current or former employees, agents, consultants, advisers, sales representatives or independent contractors that are not terminable by the Company without penalty on less than sixty (60) days’ notice; (b) the


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Company is not a party to any collective bargaining agreement or other contract or relationship with any labor organization; (c) the Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act; (d) the Company has complied in all material respects with all Laws relating to the employment of labor, including (without limitation) provisions thereof relating to employee classification, wages, hours, vacation, affirmative action, human rights, immigration, employment standards, workplace safety, equal opportunity, collective bargaining, the payment of all required Taxes and other withholdings; (e) there are no Proceedings pending or, to the Company’s Knowledge, threatened against the Company concerning any matters relating to the employment of labor; (f) no union organizing or decertification activities are underway or, to the Company’s Knowledge, threatened, and no such activities have occurred in the past three (3) years; and (g) there is no strike, slowdown, work stoppage, lockout or other material labor dispute pending or, to the Company’s Knowledge, threatened, and no such dispute has occurred in the past three (3) years. Within the past three (3) years, the Company has not implemented any layoffs that are reasonably likely to implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar or related Law. As of Closing (following the Pre-Closing Restructuring Transactions), all employees of the Business are employed by the Company. To the Company’s Knowledge, there are no consensual or non-consensual sexual relationships between any legal or beneficial owner, officer or supervisor-level employee of the Company, on the one hand, and any direct report or other subordinate of any of the foregoing individuals, on the other hand.

4.19. Affiliate Transactions. Except as set forth in Schedule 4.19, no present Affiliate of the Company: (i) owns any property or right, whether tangible or intangible, which is used in connection with the Business as currently conducted or proposed to be conducted; (ii) has any claim or cause of action against the Company; (iii) owes any money to the Company or is owed money from the Company; (iv) is a party to any Contract or other arrangement, written or oral, with the Company; or (v) provides services or resources to the Company or is dependent on services or resources provided by the Company. Schedule 4.19 sets forth every business relationship (other than normal employment relationships) between the Company, on the one hand, and such member of the Company’s present or former equityholders, partners, officers, managers, directors, employees or, to the Company’s Knowledge, members of their families (or any entity in which any of them has a material financial interest, directly or indirectly), on the other hand.

4.20. Books and Records. The minute books and stock record books of the Company, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders, the board of directors and any committees of the board, and no meeting, or action taken by written consent, of any such stockholders, board or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company.

4.21. Broker Fees. Except as set forth on Schedule 4.21, the Company has not employed any broker, finder or agent or has incurred or will incur any obligation or Liability to any broker, finder or agent with respect to the transactions contemplated by this Agreement or otherwise, and all fees and expenses and other obligations payable in connection with or as a result of such agreements will be paid by Sellers, and Buyer will have no obligations in respect thereof.


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ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB

Except as set forth in any Buyer disclosure schedules attached to this Agreement, Buyer and Merger Sub hereby represents and warrants to Sellers, as of the date of this Agreement and as of the Closing Date, as follows:

5.1. Organization. As of the date of this Agreement, Buyer is a corporation organized, validly existing and in good standing under the laws of the province of Ontario. Buyer has all requisite corporate power and authority to own, operate and lease its properties and carry on its businesses as now conducted. Buyer is duly licensed and qualified to do business in and is in good standing under the laws of each jurisdiction where the failure to do so would have a Buyer Material Adverse Effect. Merger Sub is a corporation organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a newly formed entity that has been formed solely for the purposes of the Merger and has not carried on any business or engaged in any activities other than those reasonably related to the Merger.

5.2. Authorization. Buyer and Merger Sub have the full corporate power, right and authority to enter into and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution, delivery and performance of this Agreement and each of the Transaction Documents to which Buyer and Merger Sub is a party have been duly and properly authorized by Buyer or Merger Sub, as applicable, by all requisite action in accordance with applicable law and with the Charter Documents of such party. This Agreement and each of the Transaction Documents to which Buyer and Merger Sub is a party have been duly executed and delivered by Buyer and Merger Sub, as applicable, and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties thereto, constitute the valid and legally binding obligation of Buyer and Merger Sub and are enforceable against Buyer and Merger Sub in accordance with their respective terms, except as may be limited by the Bankruptcy and Equity Exception.

5.3. Noncontravention. The execution, delivery and performance by Buyer and Merger Sub of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby will not: (a) except with respect to federal Laws related to cannabis, violate or conflict with or result in a breach of or default under any provision of any Laws; (b) constitute a default under the Charter Documents of Buyer or Merger Sub; (c) constitute a default or an event which would permit any party to terminate, or accelerate the maturity of any indebtedness or other obligation under, any material Contract, agreement, indenture, mortgage, note, bond, license or other instrument to which Buyer or Merger Sub is a party or by which Buyer or Merger Sub, or Buyer’s or Merger Sub’s properties, are bound or subject; or (d) except for the filing of the Certificate of Merger as contemplated by this Agreement, the Requisite Approval, such authorizations and filings as may be required under the HSR Act and other antitrust laws applicable to the transactions contemplated by this Agreement and such authorizations, exemptions, filings and other actions as may be required under applicable securities laws, require any material authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any Governmental Authority or other Person, except in the case of clauses (a), (b) or (c), other than such violations, conflicts, breaches, defaults or rights to terminate


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or accelerate that individually or in the aggregate would not reasonably be expected to have a Buyer Material Adverse Effect.

5.4. Capitalization. On the Closing Date, the RWB Stock will be duly and validly issued, outstanding as fully paid and non-assessable.

5.5. Brokers or Finders. Buyer has not employed any broker, finder or agent or has incurred or will incur any obligation or Liability to any broker, finder or agent with respect to the transactions contemplated by this Agreement or otherwise, and all fees and expenses and other obligations payable in connection with or as a result of such agreements will be paid by Buyer, and Seller will have no obligations in respect thereof.

5.6. Compliance with Applicable Laws. Except as set forth on Schedule 5.6 as to Michicann and except as set forth in the public record for RWB (as of Closing), (i) Buyer and Merger Sub are and have been in material compliance with all Laws applicable to them or the operation, use, occupancy or ownership of their assets or properties or conduct of their business, and none of the Buyer or Merger Sub has received written notice (and to the Buyer’s and Merger Sub’s Knowledge, any oral notice) from any Governmental Authority regarding any failure to so comply; (ii) none of the Buyer or Merger Sub have (x) been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action or (y) made any bribes, kickback payments or similar payments of cash or other consideration or paid any remuneration, in cash or in kind, in violation of 42 U.S.C. § 1320a-7b(b) or similar provisions of applicable Law, that is capable of forming the basis of criminal prosecution of, or civil action against, the Buyer or Merger Sub. The Buyer and Merger Sub have not certified, represented or otherwise indicated (either orally or in writing) to any Person, including any Governmental Authority, that either of them is a woman-or minority-owned business, small business or any other similar designation that entitles the Buyer or Merger Sub, or their respective businesses, to a favored status or benefits.

5.7. Financial Statements.

(a) Schedule 5.7 contains true and complete copies of the following financial statements of the Buyer as of the date of this Agreement (the “Buyer Financial Statements”):

(i) the unaudited consolidated balance sheets of the Buyer as of December 31, 2018, and the related statements of income and cash flows for the years then ended; and

(ii) the unaudited consolidated balance sheet of the Buyer as of June 30, 2019, and the related statements of income and cash flows for the six-month period then ended (the “Buyer Interim Financials”).

(b) Each of the Buyer Financial Statements is complete and correct in all material respects, is consistent with the books and records of the Buyer and accurately and completely, in all material respects, presents the Buyer’s financial condition, assets and Liabilities as of their respective dates and the results of operations and cash flows for the periods related thereto in accordance with GAAP consistently applied throughout the periods covered thereby, and except that the Buyer Interim Financials are subject to normal year-end adjustments or accruals and lack


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the footnote disclosure otherwise required by GAAP. The reserves reflected in the Financial Statements are reasonable and have been calculated in a consistent manner.

ARTICLE VI.

COVENANTS PRIOR TO CLOSING

Each of the parties hereto covenants and agrees as follows with respect to the period between the date of this Agreement and the Closing:

6.1. General. Subject to the terms of this Agreement, each party hereto shall use reasonable commercial efforts to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the conditions set forth in ARTICLE VII). Without limiting the foregoing, each of the parties shall execute and deliver all agreements and other documents required to be delivered by or on behalf of such party under ARTICLE VII.

6.2. Notices and Consents.

(a) Each Seller and the Company shall give all required notices to third parties and use commercially reasonable efforts to obtain all required third party consents in connection with the matters contemplated by this Agreement.

(b) Each of the parties hereto shall give any notices to, make any filings with, and use commercially reasonable efforts to obtain any authorizations, consents and approvals of all Governmental Authorities in connection with the transactions contemplated by this Agreement (including, if applicable, those under the HSR Act).

6.3. Conduct of Business by the Parties.

(a) Except as required by Law or as otherwise expressly permitted or specifically contemplated by this Agreement, the Buyer covenants and agrees to and Sellers covenant and agree to cause the Company to, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated by its terms, unless the other party shall otherwise agree in writing, conduct its business and maintain its assets (including the Owned Real Property) in the usual and ordinary course of business.

(b) Without limiting the generality of the foregoing:

(i) Sellers shall (and shall cause the Company to) use commercially reasonable efforts to preserve the goodwill and organization of its businesses and the relationships with its customers, suppliers, employees and other business relations; and

(ii) Sellers shall not (and shall cause the Company not to) take or omit to take any action that would have required disclosure pursuant to Section 4.5 if such action had been taken after January 1, 2019 and prior to the date hereof or would otherwise result in a breach of the representations and warranties in Section 4.17 with respect to the Company in this Agreement.


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6.4. Access. From the date hereof through Closing: Sellers shall cause the Company to grant telephonic, email and other reasonable access to Buyer during normal business hours and upon reasonable notice to the real properties, assets, books and records and other information relating to the Company and its operations and such other financial and operating data as Buyer and its representatives may reasonably request. In addition, upon Buyer’s request and Sellers’ consent (not to be unreasonably withheld, conditioned or delayed), Sellers shall cooperate with Buyer to facilitate the orderly transition of the Company and its business to Buyer (including, without limitation, by providing reasonable access to the premises, books and records and employees of the Company and discussing the affairs, finances and business of the Company). Without limiting the foregoing, Sellers shall provide to Buyer copies of existing environmental reports including Phase I and/or Phase II environmental studies; copies of existing geotechnical reports and soil testing reports and analyses in the possession of the Company or Sellers with respect to the Owned Real Property and Leased Real Property and the Company’s operations thereon and also, subject to the limitations set forth in Section 10.1(h), permit Buyer and its representatives to conduct environmental due diligence of the Company and the Owned Real Property and Leased Real Property (including but not limited to a Phase I environmental study)(such historical reports and new reports obtained by Buyer, collectively, the “Environmental Assessment Reports”).

6.5. Schedule Updates. If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 6.6 requires any change in any Schedule to this Agreement, or if any such event, condition, fact or circumstance would require such a change assuming the Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Sellers or Buyer, as applicable, shall promptly deliver to the other party an update to the Schedules specifying such change, which update shall be deemed to have been provided for informational purposes only and shall not be deemed to supplement or amend the Schedules for purposes of determining the accuracy of any of the representations and warranties contained in this Agreement or determining whether any of the conditions of Section

7.1 has been satisfied, unless Sellers or Buyer, as applicable, has consented in writing to such supplement or amendment, which consent shall not be unreasonably withheld, delayed or conditioned.   

 

6.6. Notice of Material Developments. Each party hereto shall give prompt written notice to the other parties of (a) any material variances in any of its representations or warranties contained in ARTICLE III, ARTICLE IV or ARTICLE V, as the case may be, (b) any material breach of any covenant or agreement hereunder by such party and (c) any other material development affecting the ability of such party to consummate the transactions contemplated by this Agreement. Delivery of any such notice by any party hereto shall have no effect on the rights and obligations of the parties hereunder.

6.7. Exclusivity. None of the Sellers nor the Company shall (and the Sellers and the Company shall cause their respective Affiliates, officers, directors, managers, employees, agents, consultants, financial advisors, accountants, legal counsel and other representatives not to), directly or indirectly, (a) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Buyer and its Affiliates in connection with the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate any (i) reorganization, liquidation, dissolution or recapitalization of the Company or the Owned Real


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Property or the Leased Real Property, (ii) merger or consolidation involving the Company, (iii) purchase or sale of any assets or Equity Interests (or any rights to acquire, or securities convertible into or exchangeable for, any such Equity Interests) of the Company or of the Owned Real Property or Leased Real Property, or (iv) similar transaction or business combination involving the Company or its business or assets or the Owned Real Property or Leased Real Property (each of the foregoing transactions described in clauses (i) through (iv), a “Company Transaction”) or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) to do or seek to do any of the foregoing. The Sellers and the Company agree to notify Buyer immediately if any Person after the date hereof makes any proposal, offer, inquiry or contact with respect to a Company Transaction.  

6.8. Tax Covenant. Without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not make or change any Tax election that is not consistent with the Company's past practices in making tax elections, change a Tax accounting method or period, file any amended Tax Return (excluding for this purpose the income Tax Returns for the Company's 2016 and 2017 tax years), fail to pay any Tax when it becomes due and payable, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company.

6.9. Pre-Closing Restructuring Transactions. On the date that is no later than ten (10) business days prior to the Closing Date, Sellers shall cause the creation of RetainCo and the consummation of the Pre-Closing Restructuring Transactions in accordance with this Agreement and the Restructuring Transaction Documents.

6.10. Additional Seller. It is anticipated Sellers may transfer a portion (less than 10% in the aggregate) of their Company Capital Stock to Bruce Daniel prior to Closing. Sellers shall provide evidence of such transfer satisfactory to Buyer and Mr. Daniel shall execute a counterpart signature page to this Agreement, whereby he will agree to be bound by the terms, conditions and obligations herein and make the representations of Sellers herein as though an original party hereto, and Sellers shall update Schedule 4.4 to reflect such issuance of Company Capital Stock.

6.11. Open LUST File . As soon as practicable, but commencing prior to Closing, (i) Sellers will take all actions necessary to cause the closure from the Illinois Environmental Protection Agency (or such other governmental authority with jurisdiction) (collectively, “IEPA”) of that certain open LUST file (No. 941345) with respect to the previously removed underground storage tanks at the Owned Real Property and Leased Real Property (the “LUST Matter”), and will use their best efforts to obtain such closure within one (1) year of Closing, it being recognized and understood that IEPA closure may be delayed to due to required sampling and analysis that lengthens the IEPA closure timing, or bureaucratic delays which add to or lengthen the IEPA closure timing. Buyer understands, consents and agrees that, notwithstanding the IEPA closure of the LUST Matter, hazardous substances will remain and be present at, in, on, upon, under, beneath and/or migrating to or from the Property, and that the IEPA closure of the LUST Matter, as a consequence of the hazardous substances which remain and are present after the IEPA closure of the LUST Matter, may include conditions such as installation, maintenance and inspection of a


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cap or cover, as well as a recorded notice or restriction against the title of the Property due to and regarding the continued presence of hazardous substances at, in, on, upon, and/or beneath and migrating to or from the Property after the IEPA closure of the LUST Matter.

ARTICLE VII.

CONDITIONS TO CLOSING

7.1. Conditions to Buyer’s and Merger Sub’s Obligations. The obligation of Buyer and Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing:

(a) Each of the representations and warranties contained in ARTICLE III or ARTICLE IV of this Agreement (i) that is qualified as to or by materiality or Company Material Adverse Effect shall, subject to such qualification be true and correct in all respects at and as of the Closing as if made anew at such time (except to the extent any such representation and warranty expressly relates to an earlier time or date (in which case it shall be true and correct in all respects as of such earlier time or date)) and (ii) that is not qualified as to or by materiality or Company Material Adverse Effect shall be true and correct in all material respects at and as of the Closing as if made anew at such time (except to the extent any such representation and warranty expressly relates to an earlier time or date (in which case it shall be true and correct in all material respects as of such earlier time or date)), in each case, without taking into account any disclosures to Buyer and Merger Sub pursuant to Section 6.6.

(b) Each Seller and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by them hereunder prior to the Closing;

(c) No Proceeding shall be pending or to the Company’s Knowledge overtly threatened by or before any Governmental Authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own the Company Capital Stock or operate the businesses of or control the Company, (iv) affect adversely the right of the Company to own their respective assets or control their respective businesses or (v) result in any material damages being assessed against the Company; and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect;

(d) Since the date hereof, no fact, event or circumstance has occurred or arisen that, individually or in combination with any other fact, event or circumstance, has had or would reasonably be expected to have a Company Material Adverse Effect;

(e) At the Closing, Sellers shall have delivered to Buyer and Merger Sub a certificate dated the date of the Closing and signed by Sellers, stating that the conditions specified in Section 7.1(a) and Section 7.1(b) have been satisfied as of the Closing;


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(f) Buyer shall have received from Sellers the Closing deliveries of Sellers as set forth in Section 2.6 hereof;

(g) Buyer or its Affiliate shall have entered into a Real Estate Purchase Agreement with VW Properties, Inc. with respect to the purchase of the remaining portion of the Illinois Facility (the “Real Estate Purchase Agreement”), satisfactory to Buyer (or its Affiliate), but substantially in the form attached hereto as Exhibit B, and the closing provided for in such Real Estate Purchase Agreement shall have occurred contemporaneously with the Closing contemplated by this Agreement;

(h) The environmental condition of the Owned Real Property and Leased Real Property is acceptable to Buyer, including but not limited to a Phase I;

(i) Buyer shall have the right to conduct title and survey work on the Owned Real Property and Leased Real Property (in accordance with and on the same terms set forth in the Real Estate Purchase Agreement, and such terms are incorporated herein by reference) and the title and survey conditions shall be acceptable to Buyer;

(j) Buyer (and RWB, following consummation of the RTO) shall have received approval of the transactions contemplated by this Agreement and the Transaction Documents from the board and the shareholders of Buyer (and of RWB, following consummation of the RTO) and the Canadian Securities Exchange (following consummation of the RTO), as applicable (the “Requisite Approval”);

(k) All intercompany/affiliate arrangements providing services, benefits or assets to the Company necessary for the conduct of the Business shall have been addressed in a manner acceptable to Buyer (which may include termination of such arrangements and the direct assignment and transfer of such rights, interests and/or assets to the Company pursuant to the Pre-Closing Restructuring Transactions or the provision of transition services to the Company after Closing pursuant to transition services agreements);

(l) Buyer shall have received evidence that the Pre-Closing Restructuring Transactions have been consummated and is acceptable to Buyer;

(m) The Specified Indebtedness shall have been refinanced (or assumed, at Buyer’s election) to the satisfaction of Buyer (including receipt of a payoff letter and Lien release from the holder of the Specified Indebtedness with respect to the Company, any assets of the Business and the Company Capital Stock, for purposes of the refinancing or assumption of such Specified Indebtedness as contemplated herein);

 

(n) Receipt of all governmental and regulatory consents, approvals, licenses and authorizations and making of notices and filings that are necessary for (i) Buyer (or, RWB, following the RTO) to consummate the transactions contemplated at the Closing hereby, (ii) Buyer (or, RWB, following the RTO) to own all of the shares of stock in the Surviving Corporation and to operate the Business of and control the Surviving Corporation following the Closing as proposed to be conducted (including, the right to use the Permits), in each case, in form and substance satisfactory to Buyer, and (iii) the issuance of the RWB Stock and RWB Stock Issuance Right to


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Sellers and deposit of the RWB Stock and RWB Stock Issuance Right into escrow pursuant to Lock-Up Escrow Agreements as contemplated hereby; and

 

(o) If the LUST Matter has not been closed pursuant to Section 6.11 by Closing, the Parties have executed a customary access and indemnity agreement in form reasonably acceptable to the Parties, with respect to Sellers’ remediation work to be conducted on the Property with respect to the LUST Matter after the Closing pursuant to Section 6.11.

 

Any condition specified in this Section 7.1 may be waived by Buyer if such waiver is set forth in a writing duly executed and delivered to Seller by Buyer.

7.2. Conditions to the Company’s and Sellers’ Obligations. The obligation of the Company and the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing:

(a) Each of the representations and warranties contained in ARTICLE V hereof shall be true and correct in all material respects at and as of the Closing as if made anew at such time (except to the extent any such representation and warranty expressly relates to an earlier time or date (in which case it shall be true and correct in all material respects as of such earlier time or date)), without taking into account any disclosures to the Company and the Sellers pursuant to Section 6.6;

(b) Buyer and Merger Sub shall have performed in all material respects all the covenants and agreements required to be performed by it hereunder prior to the Closing;

(c) No Proceeding shall be pending before any Governmental Authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; and no such injunction, judgment, order, decree or ruling shall be in effect;

(d) Since the date hereof, no fact, event or circumstance has occurred or arisen that, individually or in combination with any other fact, event or circumstance, has had or would reasonably be expected to have a Buyer Material Adverse Effect;

(e) At the Closing, Buyer shall have delivered to Sellers a certificate dated the date of the Closing and signed by an authorized officer of Buyer, stating that the conditions specified in Section 7.2(a) and Section 7.2(b) above have been satisfied;

(f) The closing provided for in the Real Estate Purchase Agreement shall have occurred contemporaneously with the Closing contemplated by this Agreement;

(g) The Specified Indebtedness shall have been refinanced or assumed in its entirety as contemplated by this Agreement, which refinancing or assumption, for the avoidance of doubt, shall expressly provide for the removal of all Guarantees of Sellers in connection with such specified indebtedness;


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(h) Sellers shall have received from Buyer and Merger Sub the Closing deliveries of Buyer and Merger Sub as set forth in Section 7.2 hereof; and

 

Any condition specified in this Section 7.2 may be waived if such waiver is set forth in a writing duly executed and delivered to Buyer or Merger Sub by Sellers.

7.3. Mutual Conditions to the Parties’ Obligations. The obligation of the parties to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing:

(a) The filings of the Parties pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.

(b) The completion of the reverse takeover transaction currently proposed between Buyer and Tidal Royalty Corp. pursuant to that Business Combination Agreement dated as May 8, 2019 (the “RTO”) and subsequent assignment by Buyer of this Agreement to Red White & Bloom Inc. (the resulting issuer in the RTO) (“RWB”).

(c) Buyer and Sellers shall mutually agree upon the calculation of the final Hemp Operations Payable.

 

Any condition specified in this Section 7.3 may be waived if such waiver is set forth in a writing duly executed by Buyer and Sellers.

ARTICLE VIII.

TERMINATION

8.1. Termination. This Agreement may be terminated at any time prior to the Closing only as follows:

(a) By the mutual written consent of Buyer, on the one hand, and Sellers, on the other hand;

(b) By Buyer if (i) at any time any of the representations or warranties of the Company or the Sellers in this Agreement becomes untrue or inaccurate such that the condition set forth in Section 7.1(a) would not be satisfied (treating such time as if it were the Closing for purposes of applying this Section 8.1(b)) or (ii) there has been a breach on the part of the Company or the Sellers of any of their covenants or agreements contained in this Agreement such that the condition set forth in Section 7.1(b) would not be satisfied (treating such time as if it were the Closing for purposes of applying this Section 8.1(b)), and, in the case of any covenant breach, such breach (if curable) has not been cured within fifteen (15) days after delivery of notice thereof by Buyer to Sellers;

 

(c) By Sellers if (i) at any time any of the representations or warranties of Buyer or Merger Sub in this Agreement becomes untrue or inaccurate such that the condition set forth in Section 7.2(a) would not be satisfied (treating such time as if it were the Closing for purposes of


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applying this Section 8.1(c)) or (ii) there has been a breach on the part of Buyer or Merger Sub of any of its covenants or agreements contained in this Agreement such that the condition set forth in Section 7.2(b) would not be satisfied (treating such time as if it were the Closing for purposes of applying this Section 8.1(c)), and, in the case of any covenant breach, such breach (if curable) has not been cured within fifteen (15) days after delivery of notice thereof by Sellers to Buyer;

 

(d) By either Buyer or Sellers, on thirty (30) days’ prior written notice to the other party, if the transactions contemplated hereby have not been consummated by October 31,

(e) By Buyer if either of the conditions in Section 7.1(h) or (i) are not, or become incapable of being satisfied, for Closing.

 

8.2. Effect of Termination. In the event of termination of this Agreement as provided above, this Agreement shall immediately terminate and have no further force and effect, except that (a) this Section 8.2, Section 8.3, Section 9.2(d) and ARTICLE XI (Miscellaneous) shall survive such termination indefinitely and (b) nothing in Section 8.1 or this Section 8.2 shall be deemed to release any party from any Liability for any breach by such party of the terms and provisions of this Agreement. In the event of the Real Estate Purchase Agreement is terminated prior to Closing in accordance with its terms, the Parties agree that this Agreement shall automatically terminate concurrently therewith without any further action by either party.

8.3. Return of Deposit. In the event that the transactions contemplated under this Agreement shall fail to close as provided herein for any reason whatsoever and this Agreement is terminated, Sellers shall return the Deposit to Buyer in full in cash (without setoff, deduction or counterclaim) within twelve months of the date of termination of this Agreement and in no event shall Sellers have the right to retain any portion of such Deposit. If requested by Buyer (prior to termination or any time thereafter), Sellers shall execute an installment payment agreement, promissory note or other documentation to further evidence such repayment obligation to Buyer.

ARTICLE IX.

POST-CLOSING COVENANTS

9.1. Tax Matters.

(a) For purposes of this Agreement, in the case of any Taxable period that includes (but does not end on) the Tax Effective Time (the “Straddle Period”), the amount of any Taxes of the Company that are not based on or measured by income, receipts, profits, wages, or that are not imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event for the Straddle Period which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to and including the Tax Effective Time and the denominator of which is the total number of days in such Straddle Period, and the amount of any Taxes of the Company that are based on or measured by income, receipts, profits, wages, or that are imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event for the Straddle Period


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which relates to the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the Tax Effective Time; provided however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated pro-rata between the period ending on the Tax Effective Time and the period after the Tax Effective Time. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practices of the Company.

 

(b) Sellers shall prepare or cause to be prepared and shall timely file or cause to be filed, all income Tax Returns for the Company for all Tax periods ending on or before the Tax Effective Time, including those which are due to be filed after the Closing Date, which Tax Returns shall be prepared consistent with the past practices of the Company to the extent consistent with applicable Law. Sellers shall submit each such Tax Return to Buyers at least thirty (30) days prior to their due date, for Buyers’ review and comment. Buyer and Seller shall negotiate in good faith to resolve any dispute or disagreement with respect to any Tax Return prepared under this Section 9.1(b). If Buyer and Seller cannot, through such good-faith negotiation, resolve any dispute or disagreement over any of Buyer's comments within thirty (30) days, then their disagreement shall be resolved by a qualified tax professional employed by the Independent Accountant. The resolution of any such dispute shall not delay the filing of any such Tax Return beyond its due date and such Tax Return shall be filed in a manner Sellers deem correct. Following resolution of such dispute or disagreement, such Tax Return shall be amended if and as necessary to conform to the resolution of such disagreement.

(c) Except for those income Tax Returns that the Sellers are responsible for preparing under Section 9.1(b), Buyer shall prepare and file all Tax Returns for the Company which relate in whole or in part to any Pre-Closing Tax Period, and which are filed after the Closing Date, which Tax Returns shall be prepared consistent with the past practices of the Company to the extent consistent with applicable Law. Buyer shall submit each such Tax Return to Sellers at least thirty (30) days prior to their due date, for Sellers’ review and comment. Buyer and Seller shall negotiate in good faith to resolve any dispute or disagreement with respect to any Tax Return prepared under this Section 9.1(c). If Buyer and Seller cannot, through such good-faith negotiation, resolve any dispute or disagreement over any such other comment within thirty (30) days, then their disagreement shall be resolved by a qualified tax professional employed by the Independent Accountant. The resolution of any such dispute shall not delay the filing of any such Tax Return beyond its due date and such Tax Return shall be filed in a manner the Buyer deems correct. Following resolution of such dispute or disagreement, such Tax Return shall be amended if and as necessary to conform to the resolution of such disagreement.

 

(d) Each party hereto will provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, determining a Liability for Taxes or in conducting any audit or other Proceeding in respect of Taxes. Such cooperation and information shall include signing any Tax Return, amended Tax Return, and claims or other documents necessary to settle any Tax controversy, providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by any Governmental Authority and relevant records concerning the ownership and Tax basis of property, which any such party may possess, Sellers shall turn over to Buyer copies of all Tax Returns, schedules and work papers, and all material records or other documents in its possession, relating


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to Taxes of the Company, and shall make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.    

 

(e) Any refund of Taxes of the Company, or any amounts credited against such Taxes, (including any interest actually received or credited with respect thereto) attributable (or treated as attributable) to any period occurring on or before the Closing Date shall be the property of Sellers, shall be paid reasonably promptly to the Sellers and, if received by, or credited to, Buyer, the Company or any other affiliated entity of Buyer, shall be payable reasonably promptly to the Sellers.

(f) All Tax sharing agreements or similar agreements and powers of attorney with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any Liability thereunder.

(g) All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be paid by one-half by Sellers and one-half by Buyer, and the Company shall file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, Buyer and Sellers shall join in the execution of any such Tax Returns and other documentation.

(h) Sellers and Buyer agree to treat (and have the Company treat) any Seller Transaction Expenses paid on or before the Tax Effective Time as deductible in a Pre-Closing Tax Period to the extent permissible by applicable Law.

(i) Tax Proceedings.

(i) If Buyer or the Company receives notice of any audit, assessment, examination, action, claim, suit, investigation or other inquiry (a “Tax Proceeding”) with respect to Taxes for a Pre-Closing Tax Period, Buyer shall promptly inform Sellers of such notice (which notice shall include copies of any corresponding received from any Tax authority); provided, however, that the failure to provide such notice will not affect any right of Buyer to indemnification hereunder except to the extent that Sellers’ defense of a Tax Proceeding is prejudiced by such failure.

 

(ii) At their election, Sellers shall control any Tax Proceeding of the Company solely with respect to a Pre-Closing Tax Period (“Seller Tax Proceeding”), at Sellers’ sole expense; provided that, Sellers shall notify Buyer, in writing, of Sellers’ election to control any Seller Tax Proceeding within 15 days of receiving Buyer’s notice delivered pursuant to Section 9.1(i)(i). Sellers shall keep Buyer reasonably informed regarding any Seller Tax Proceeding, provide Buyer with material information and documents related thereto, permit Buyer or its representative, at Buyer's sole expense, to participate in the defense of any Seller Tax Proceeding, and not settle any issue therein without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) if such action would adversely affect the Tax-related liabilities of the Company or Buyer for any Tax period commencing after the Closing Date.


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In the event that Sellers do not elect to control a Seller Tax Proceeding or fail to notify Buyer pursuant to the first sentence of this Section 9.1(i)(ii), Buyer shall control such Seller Tax Proceeding, shall consult with Sellers regarding any Seller Tax Proceeding, provide Sellers with information and documents related thereto, permit Sellers or their representatives to participate in the defense any Seller Tax Proceeding, and not settle any issue therein without the consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed).

 

(j) Without the prior written consent of Sellers, such consent not to be unreasonably withheld, conditioned or delayed, Buyer will not, and will cause the Company not to, (i) amend any Tax Return relating to a Pre-Closing Tax Period, (ii) change an annual accounting period, adopt or change any accounting method, or file or amend any Tax election, in each case concerning the Company with respect to a Pre-Closing Tax Period, (iii) extend or waive the applicable statute of limitations with respect to a Tax of the Company for a Pre-Closing Tax Period, or (iv) initiate or participate in any voluntary disclosure program with any Government Authority regarding any Tax (or potential Tax) or Tax Returns of the Company for a Pre-Closing Tax Period.

 

(k) To the extent that any obligation or responsibility pursuant to ARTICLE X may overlap with an obligation or responsibility pursuant to this Section 9.1, the provisions of this Section 9.1 shall govern.

9.2. Restrictive Covenants.

(a) Sellers’ Acknowledgment. At the Closing, each Seller will receive valuable consideration as a result of Sellers direct or indirect ownership of Company Capital Stock, and each Seller therefore has a material economic interest in the consummation of the transaction contemplated by this Agreement. Each Seller’s obligations under this Agreement, including this Section 9.2, are each essential parts of the transactions contemplated by this Agreement, and in order to protect the goodwill related to the business and operations of the Business and the Company Capital Stock, each such Person has agreed to the restrictive covenants set forth in this Section 9.2.

 

(b) Non-Compete. Each Seller hereby agrees that from and after the Closing Date and continuing for two (2) years from the Closing Date (the “Restricted Period”), he, she or it shall not directly or indirectly, as an employee, agent, consultant, director, equityholder, manager, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in, be employed by or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any Person), or otherwise assist any Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage (i) in the business of cannabis production in Canada or in any State in which Buyer is currently conducting such business and/or (ii) in the business of indoor and outdoor hemp cultivation, processing and/or handling (including possessing, storing or transporting) anywhere in the State of Illinois (collectively, the “Restricted Business”); provided, however, that nothing contained herein shall be construed to prevent (i) a Seller or its Affiliates from engaging Marquis Extraction Technology, LLC and its affiliates to provide processing services with respect to its Kentucky operations described below, or (ii) a Seller or Consulting Affiliate from holding its shares of RWB Stock issued pursuant to the transactions contemplated hereby or otherwise investing in the stock of any competing corporation listed on a


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national securities exchange or traded in the over the counter market so long as such party is not involved in the business of said corporation and such party does not own more than five percent (5%) of the stock of such corporation. For clarity, Sellers’ ownership, management and participation in Color Point, LLC’s (and its affiliates) business of hemp cultivation and processing in the State of Kentucky will not be deemed a violation of Section 9.2(b)(ii) so long as such business is not conducted directly or indirectly anywhere in the State of Illinois. Notwithstanding the foregoing, the parties agree that Sellers’ ownership, management and participation in AgTech Scientific Corp., a Nevada corporation (or any successor thereto by virtue of merger, share exchange, or other business combination) (“ASC”) shall not be deemed a violation of this Section so long as ACS does not enter into contracts with agricultural producers located in Illinois to grow hemp products; provided, however, that in the event the Sellers are no longer members of the Board of Directors of ASC, or Sellers do not collectively control over 20% of the shares of ASC, the parties agree that Sellers’ ownership of ASC shall not be deemed a violation of this Section.  

 

(c) Non-Solicitation of Employees. During the Restricted Period, no Seller shall (and shall cause his Affiliates not to), directly or indirectly, as an employee, agent, consultant, director, equityholder, manager, co-partner or in any other capacity, without the prior written consent of Buyer, employ, engage, recruit or solicit for employment or engagement, any Person who is (or was within twelve (12) months of the Closing Date) employed or engaged by Buyer or the Company or otherwise seek to influence or alter any such Person’s relationship with any of the foregoing.

(d) Non-Disparagement. Each Seller agrees that he shall not (and shall cause his Affiliates not to), (i) make any negative statement or communication regarding Buyer, the Company or any of their respective Affiliates or employees with the intent to harm any such Person or (ii) make any derogatory or disparaging statement or communication regarding Buyer, the Company or any of their respective Affiliates or employees.

(e) Confidential Information. From the date hereof and thereafter, the Sellers shall keep secret and retain in strictest confidence, and shall not, without the prior written consent of Buyer, furnish, make available or disclose to any third party or use for the benefit of itself or any third party, any Confidential Information; provided, however, that nothing contained herein shall be deemed to prevent the Sellers from making such disclosures as may be (x) required to be filed with or submitted to regulatory agencies or bodies (including pursuant to a Tax Return), (y) required by applicable Law; or (z) otherwise expressly permitted by other provisions of this Agreement. As used in this Section 9.2(c), “Confidential Information” shall mean any information relating to (i) this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby or (ii) the business or affairs of Buyer, the Company and their respective Affiliates, including, without limitation, information relating to financial statements, client or customer identities, potential clients or customers, employees, suppliers, servicing methods, recipes, equipment, programs, strategies and information, analyses, profit margins or any other proprietary information; provided, however, that Confidential Information shall not include any information which is in the public domain or becomes generally known in the public domain through no wrongful act on the part of any of the Sellers. The Sellers acknowledge that the Confidential Information is vital, sensitive, confidential and proprietary to the Buyer and the Company.


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(f) Enforceability; Blue Pencil. The Sellers recognize that the territorial, time and scope limitations set forth in this Section 9.2 are reasonable and are properly required for the protection of Buyer’s legitimate interest in client relationships, goodwill and trade secrets of the Business. In the event that any such territorial, time or scope limitation is deemed to be unreasonable by a court of competent jurisdiction, Buyer and the Sellers agree, and the Sellers submit, to the reduction of any or all of said territorial, time or scope limitations to such an area, period or scope as said court shall deem reasonable under the circumstances. If such partial enforcement is not possible, the provision shall be deemed severed, and the remaining provisions of this Agreement shall remain in full force and effect.

(g) Remedies. The Sellers and Buyer acknowledge and agree that the covenants set forth in this Section 9.2 hereof are reasonable and necessary for the protection of Buyer’s interests, that irreparable injury will result if a Seller breaches any of the terms of this Section 9.2, and that in the event of a Seller’s actual or threatened breach of any of the provisions contained in this Section 9.2, Buyer will have no adequate remedy at Law.  The Sellers and Buyer accordingly agree that in the event of any actual or threatened breach by a Seller of any of the provisions contained in this Section 9.2, Buyer will be entitled to such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the requirement of posting a bond or other security or proving the lack or inadequacy of a remedy at Law. Nothing contained herein shall be construed as prohibiting such parties from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages which it is able to prove.

 

9.3. Further Assurances. The Sellers and Buyer shall execute and deliver such further instruments of conveyance and transfer and take such additional actions as Buyer, on the one hand, or a Sellers, on the other hand, may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Company Capital Stock and the conduct by Buyer of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and such other things necessary, proper or advisable under applicable Law as may reasonably be required to carry out the provisions of this Agreement, the Transactions Documents and to consummate the transactions contemplated, and each Seller shall execute such documents as may be reasonably necessary to assist Buyer in preserving or perfecting its rights in the Company Capital Stock and its ability to conduct the Business.   

9.4. Release.

(a) Except as provided in Section 9.4(e) below, each Seller on behalf of itself and any Person who may be bound by it (collectively, the “Releasing Parties”), releases the Company, Buyer and each of their respective officers, directors, partners, members, managers, shareholders, Affiliates, Subsidiaries, agents, attorneys, employees, predecessors, successors, heirs and assigns (collectively, the “Released Parties”) from any and all Proceedings, controversies, cross-claims, counter-claims, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or Liabilities of any nature whatsoever in law and in equity, both past and present (from the beginning of the world through the Closing Date) and whether known or unknown, suspected, or claimed against any of its, his or her Released Parties which such Releasing Party, or any officer, director, manager,


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trustee, spouse, heir, executor, administrator, successor or assign of such Releasing Party, has or may have, which arise out of or are connected with the Company or any predecessor thereto, whether arising under any federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance, or under any public policy, Contract or tort, or under common law; or any claim for breach of Contract, infliction of emotional distress, defamation, or any claim for costs, fees, or other expenses, including, without limitation, attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as such Releasing Party’s “Released Claims”).

 

(b) Each Releasing Party represents that he, she or it has made no assignment or transfer of any Released Claim and agrees to indemnify and hold harmless the Released Parties from and against any and all Losses arising from or in any way related to any such assignment. Each Releasing Party acknowledges and intends that his, her or its execution and delivery of this release shall be effective as a bar to each and every one of the Released Claims, and expressly consents and agrees that this release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Released Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Released Claims), if any, as well as those relating to any other Released Claims hereinabove mentioned or implied.

(c) Each Releasing Party hereby covenants not to sue or to institute or cause to be instituted any Proceeding in any federal, state or local agency or any court or other tribunal against the Released Parties that is related directly or indirectly to any of the matters released in this Section 9.4. If any Releasing Party sues or otherwise institutes any such Proceeding, that Proceeding shall be dismissed upon presentation of this Agreement to the applicable agency, court or tribunal.

(d) Each Releasing Party agrees that if he, she or it violates any provision of this Agreement, such Releasing Party will pay all costs and expenses of defending against any related or resulting suit or other Proceeding incurred by his, her or its Released Parties, including reasonable attorneys’ fees.

(e) Notwithstanding the foregoing, nothing herein shall operate to impair the rights and obligations under, or prevent the Releasing Party from asserting any claim against any Released Party that such Releasing Party may have, if any, arising under this Agreement or any other Transaction Document. However, each Seller hereby agrees that it shall not (and shall cause his, her or its Affiliates not to) make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that any Seller or any Affiliate of any Seller is or was a stockholder, member, director, manager, officer, employee or agent of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Indemnified Parties against any Seller pursuant to this Agreement, and each Seller (on his, her or its own behalf and on behalf of his, her or its Affiliates) hereby acknowledges and agrees that he, she or it shall not have any claim or right to contribution


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or indemnity from the Company or any of its Affiliates with respect to any amounts paid by it pursuant to this Agreement. In no event shall the Company or any of its Affiliates have any Liability whatsoever to any Seller (or any Affiliate of any Seller) for breaches of the representations, warranties, agreements or covenants of the Sellers hereunder, and each Seller shall not (and each Seller shall cause his, her or its Affiliates not to) in any event seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by such Seller pursuant to this Agreement.  

9.5. Company Name. From and after the Closing, no Seller nor any of their Affiliates shall use the words “MAG” or “Mid-American Growers” or any derivative of or reference to such words in connection with conducting any business.

9.6. Hemp Operations Payable. The Company will retain the Hemp Operations Payable, and subject to and after consummation of the Closing, Buyer will cause the Company to pay such Hemp Operations Payable on standard commercial terms, and not later than December 31, 2019.

9.7. Consulting Shares. At Closing, Buyer or its Affiliate will enter into a consulting agreement with Anne Hyde for certain services, pursuant to which she will be entitled to receive 137,362 shares of RWB Stock pursuant to an equity incentive plan or otherwise (the “Consulting Shares”), providing a vesting schedule for issuance of such Consulting Shares in 2020, in form acceptable to the parties thereto and subject to any requirements of applicable laws.

ARTICLE X.

INDEMNIFICATION

10.1. Indemnification by the Sellers. Subject to the limitations and conditions contained in this ARTICLE X, the Sellers agree to jointly and severally indemnify, defend and hold harmless Buyer and its respective Affiliates (for the avoidance of doubt, including the Company after the Closing and Real Estate Buyer) and each of their respective officers, directors, employees, agents, and representatives (each, a “Buyer Indemnified Party”), from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for, any and all Liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, diminution in value, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, costs, expenses, interest, fines, penalties, damages or costs, or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including, without limitation, reasonable fees and expenses of attorneys, accountants and other experts) (individually, a “Loss” and collectively, the “Losses”) sustained or incurred by any Buyer Indemnified Party relating to, resulting from or arising out of any of the following:

(a) any inaccuracy in or breach of a representation or warranty made herein or in the Transaction Documents by a Seller;


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(b) any non-compliance with or breach by a Seller of any of the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Sellers, including, but not limited to, such covenants and agreements set forth in ARTICLE X hereunder;

(c) all Taxes (i) imposed on the Company for all Pre-Closing Tax Periods,

(ii) for a Pre-Closing Tax Period of any member of an Affiliated Group of which the Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar Law, and (iii) of any Person (other than the Company) imposed on the Company as a transferee or successor, by Contract or pursuant to Law, which Taxes relate to an event or transaction occurring before the Closing;

 

(d) any Indebtedness of the Company (excluding the assumption/refinancing of the Specified Indebtedness as contemplated herein);

(e) any Seller Transaction Expenses;

(f) any Excluded Liabilities (excluding the Hemp Operations Payable as contemplated herein);

(g) any of the items set forth on Schedule 10.1(g); and

(h) any environmental conditions at, under or on the Owned Real Property and Leased Real Property existing prior to Closing regardless of whether such conditions are actually discovered prior to the Closing (“Environmental Conditions”); provided, however, this subparagraph (h) shall not apply to any such condition discovered through laboratory analysis of environmental media (soil or groundwater) sampling conducted by or on behalf of a Buyer Indemnified Party after the Closing, except to the extent such sampling was either (i) required by a Governmental Authority pursuant to Law, (ii) conducted as part of an investigation of the 10,000 gallon underground storage tank or the 12,000 gallon underground storage tank disclosed on Schedule 4.17(ii), in the event either such tank has failed any mechanical or physical testing of the integrity of the UST system, including, but not limited to, hydrostatic testing or European suction testing (and such failure is not due to Buyer’s negligence or willful misconduct) or (iii) conducted as part of and to advance the IEPA closure of the LUST Matter in the event Buyer reasonably determines that Sellers have failed and/or refused to diligently pursue IEPA closure of the LUST Matter (the “Environmental Indemnity”). Except for the specific indemnities set forth on Schedule 10.1(g), this Environmental Indemnity shall be Sellers’ exclusive indemnification obligation to Buyer Indemnified Parties with respect to Environmental Conditions.

 

10.2. Indemnification by Buyer. Subject to the limitations and conditions contained in this ARTICLE X, Buyer agrees to indemnify, defend and hold harmless the Sellers, and each of their respective officers, directors, employees, agents, representatives, successors and assigns (each, a “Seller Indemnified Party”) harmless from and against, and to promptly pay to a Seller Indemnified Party or reimburse a Seller Indemnified Party for, any and all Losses sustained or incurred by a Seller Indemnified Party relating to, resulting from or arising out of any noncompliance with or breach by Buyer or Merger Sub of any of the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by Buyer or Merger


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Sub, including, but not limited to, such covenants and agreements set forth in ARTICLE X hereunder.

10.3. Third Party Claims. In the event that subsequent to the Closing any Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, without limitation, any Federal, state or local domestic or foreign Governmental Authority) (a “Third Party Claim”) against such Indemnified Party, with respect to which a party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice to the Indemnifying Party as promptly as practicable after learning of such claim. The Indemnifying Party shall not have the right to conduct the defense or compromise and settle any such Third Party Claim; however, any Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that, prior to the Indemnifying Party assuming control of such defense it shall first verify to the Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all Liabilities relating to such claim for indemnification and that such Indemnifying Party shall provide full indemnification to the Indemnified Party with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that:

(a) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party, and except that the Indemnifying Party shall pay all of the fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party);

 

(b) the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification could be detrimental to or injure the Indemnified Party’s reputation or future business prospects; (iii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iv) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (v) upon petition by the Indemnified Party an appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; (vi) the claim is with respect to Taxes (and is not otherwise covered by Section 9.1(j) with respect to which party controls), (vii)


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the Indemnified Party reasonably believes that the Indemnifying Party lacks the financial resources to satisfy any Losses relating to the claim; or (viii) the Indemnified Party reasonably believes that the Loss relating to the claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this ARTICLE X;

 

(c) if the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, the Indemnified Party will be obligated to pay any monetary damages, injunctive or other equitable relief will be imposed against the Indemnified Party or such settlement does not expressly and unconditionally release the Indemnified Party from all Liabilities with respect to such claim, without prejudice; and

(d) if the Indemnifying Party is not entitled to, or does not, assume control of such defense pursuant to the preceding provisions of this Section 10.3, the Indemnified Party shall control such defense without waiving any right that the Indemnified Party may have against the Indemnifying Party for indemnification pursuant to this Section 10.3.

 

10.4. Direct Claims. Any claim under this ARTICLE X by an Indemnified Party for indemnification other than indemnification against a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to satisfy such Direct Claims. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under this ARTICLE X or otherwise. If an objection is timely interposed by the Indemnifying Party during such thirty (30) day period, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of thirty (30) days from the date the Indemnified Party receives such objection (such period, or such longer period as agreed in writing by the parties, is hereinafter referred to as the “Negotiation Period”). If the Direct Claim that is the subject of such notice has not been resolved prior to the expiration of the Negotiation Period, the Indemnified Party or the Indemnifying Party will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

10.5. Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this ARTICLE X will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was materially damaged as a result of such failure to give timely notice vis à vis its rights and obligations hereunder or otherwise.

10.6. Survival of Representations and Warranties. All representations and warranties contained in ARTICLE III, ARTICLE IV and V shall survive the Closing for a period ending eighteen (18) months from the Closing Date, except that: (i) the representations and warranties set forth in Sections 3.1 (Authority), 3.2 (Title to Company Capital Stock), 4.1 (Authority), 4.2 (Organization and Qualification of the Company), 4.3 (Transaction Not a Breach), 4.4 (Capitalization; Title to Company Capital Stock), 4.9 (Taxes), 4.11(a) (Title to Owned Real Property), 4.21 (Broker Fees), 5.1 (Organization) and 5.2 (Authorization) (collectively, the


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Fundamental Representations”), shall survive the Closing for the maximum period permitted by Law (including Del. C. 8106(c)) and (ii) all representations or warranties in Articles III, IV and V shall survive beyond the applicable period with respect to any inaccuracy therein or breach thereof, provided notice of which shall have been duly given within such applicable period in accordance with ARTICLE X hereof. Notwithstanding the foregoing, except as otherwise expressly provided herein, the covenants and agreements of the Sellers and Buyer contained herein shall survive the Closing for the periods set forth therein or, if no such period is set forth, for the maximum period permitted by Law (including Del. C. 8106(c)). For the avoidance of doubt, Sellers’ indemnification obligations under Section 10.1(f) (Excluded Liabilities) shall survive Closing for a period ending eighteen (18) months from the Closing Date and Sellers’ indemnification obligations under Section 10.1(h) (Environmental Conditions) shall survive the Closing for a period of thirty-six (36) months from the Closing Date; provided that any claims asserted in writing by notice from a Buyer Indemnified Party prior to the expiration date of such survival period shall not thereafter be barred by the expiration of the relevant survival period and such claims shall survive until finally resolved.

10.7. Certain Limitations and Exceptions. Notwithstanding the foregoing:

(a) The Buyer Indemnified Parties shall not be entitled to recover under the provisions of this ARTICLE X for any inaccuracy in or breach of a representation or warranty pursuant to Sections 10.1(a), until (i) the aggregate amount which all Buyer Indemnified Parties would be entitled to recover on account thereof, but for this Section 10.7(a), exceeds $500,000 in the aggregate (the “Basket”), in which event the Buyer Indemnified Parties shall be entitled to recover for all such Losses (and not merely the portion of the Losses exceeding the Basket); provided however, that the Basket shall not apply to (i) recovery for an inaccuracy in or breach of any Fundamental Representation; (ii) recovery for any amounts in connection with any action or claim based upon Fraud; or (iii) any claims pursuant to Sections 10.1(b) through 10.1(h).

 

(b) The Buyer Indemnified Parties shall not be entitled to recover Losses under the provisions of this ARTICLE X for inaccuracy in or breach of a representation or warranty pursuant to Sections 10.1(a) in excess of the Cap; provided however, that the Cap shall not apply to (i) recovery for an inaccuracy in or breach of any Fundamental Representation; (ii) recovery for any amounts in connection with any action or claim based upon Fraud; or (iii) any claims pursuant to Sections 10.1(b) through 10.1(h).

 

(c) The Buyer Indemnified Parties shall not be entitled to recover Losses under the provisions of this ARTICLE X for Environmental Conditions pursuant to Section 10.1(h) and the specific environmental indemnity on Schedule 10.1(g) in excess of $50,000,000 (“Environmental Cap”).

(d) The Buyer Indemnified Parties shall not be entitled to recover under the provisions of this ARTICLE X to the extent the Losses relating to the matter were included as a Liability in the calculation of the Final Net Working Capital.

 

(e) Payments by an Indemnifying Party pursuant to Section 10.1 or 10.2 in respect of any Loss shall be (i) reduced by the amount of any net Tax benefit actually realized by


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the Indemnified Parties in connection with the Loss and (ii) increased by the amount of any Tax imposed on receipt of such indemnity payment (which for purposes of clarity takes into account any Tax detriment to such Indemnified Party).

 

(f) For purposes of determining whether any Loss has occurred, or calculating any Losses arising, directly or indirectly, from or in connection with a breach of a representation, warranty, covenant or agreement, all references to “material,” “materiality,” “in all material respects,” “Material Adverse Effect” or similar phrases or qualifiers contained in such representations and warranties shall be disregarded.

 

10.8. Manner of Payment. Subject to the limitations set forth in this Article X (including the Basket, the Cap and Environmental Cap), any Losses payable to a Buyer Indemnified Party pursuant to this Article X shall be satisfied: (i) from RWB Stock (including shares of RWB Stock to be issued pursuant to the RWB Stock Issuance Right) held in escrow pursuant to the terms of this Agreement and the Lock-Up Escrow Agreements by cancelling such number of shares of the Stock Consideration and Consulting Payment determined by dividing the amount of such Loss by the Fixed Stock Price (provided such setoff of RWB Stock shall not exceed in the aggregate twenty percent (20%) of the RWB Stock originally deposited in escrow); and (ii) to the extent the amount of Losses exceeds the RWB Stock available to the Buyer Indemnified Party for setoff, from the Sellers. Notwithstanding the foregoing, at Sellers’ option (subject to Sellers providing prompt notice of the same to the Buyer Indemnified Party), Sellers may pay immediately available funds to such Buyer Indemnified Party Sellers for such Losses in lieu of such Buyer Indemnified Party exercising its setoff rights against the RWB Stock under this Section 10.8.

10.9. Allocation of Indemnification Payments. The parties hereto agree that any indemnification payment pursuant to this Agreement shall, to the extent permitted by applicable law, be treated as an adjustment to the Aggregate Purchase Price for Tax purposes and shall be allocated as set forth in Section 9.1.

ARTICLE XI.

MISCELLANEOUS

11.1. Notices, Consents, Etc. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, sent by fax or email (with hard copy to follow) or sent by reputable overnight express courier (charges prepaid), or (ii) three (3) calendar days following mailing by certified or registered mail, postage prepaid and return receipt requested. Such notices, demands and other communications shall be sent to the addresses indicated below or such other address or to the attention of such other person as the recipient has indicated by prior written notice to the sending party in accordance with this Section 11.1:

(a) If to Sellers:

Arthur VanWingerden

(REDACTED)


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Kenneth VanWingerden

(REDACTED)

with a copy to:

Reinhart Boerner Van Deuren s.c. 1000 North Water Street, Suite 1700 Milwaukee, Wisconsin 53202 Attention: Lucien Beaudry

Email: (REDACTED)

(b) If to Buyer:

Michicann Medical Inc.

8820 Jane Street

Concord, Ontario  L4K 2M9

Attention: Brad Rogers

Email: (REDACTED)

11.2. Public Announcements. Unless required by Law (including in connection with the filing of any Tax Return), the Sellers and their Affiliates shall not make any public announcement or filing with respect to the transactions provided for herein without the prior consent of Buyer; provided, however, that no such press, news or other public release or announcement shall refer to the purchase price or other material economic terms of the transactions contemplated hereby without the prior written approval of Buyer and Sellers. Notwithstanding the foregoing, Buyer (and following completion of the RTO, RWB) shall be allowed to disclose the terms of this Agreement and the transactions contemplated hereby (i) to Buyer’s representatives and employees of Buyer or its Affiliates, (ii) in connection with summary information about Buyer or Buyer’s Affiliates financial condition, (iii) to any of Buyer’s Affiliates, auditors, attorneys, financing sources, potential investors or other agents, (iv) to any bona fide prospective purchaser of the equity or assets of Buyer or its Affiliates, (v) to the Canadian Securities Exchange and (vi) as required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation.

11.3. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law or rule in any jurisdiction, in any respect, such invalidity shall not affect the validity, legality and enforceability of any other provision or any other jurisdiction and, the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby, all of which shall remain in full force and effect, and the affected term or provision shall be modified to the minimum extent permitted by Law so as to achieve most fully the intention of this Agreement.

11.4. Amendment and Waiver. This Agreement may be amended, or any provision of this Agreement may be waived upon the approval, in a writing, executed by Buyer, the Company and Sellers. No course of dealing between or among the parties hereto shall be deemed effective


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to modify, amend or discharge any part of this Agreement or any rights or obligations of any such party under or by reason of this Agreement. A waiver by any party of any term or condition of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for any other instance in the future (whether similar or dissimilar) or of any subsequent breach hereof.

11.5. Counterparts. This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages or signature pages delivery by electronic transmission in portable document format (pdf)), all of which taken together shall constitute one and the same instrument. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.   

11.6. Expenses. Except as otherwise specifically provided herein, each of the parties shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement.  

11.7. Headings. The subject headings of Articles and Sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

11.8. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by any Seller, without the prior written consent of Buyer, and neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by Buyer or Merger Sub without the prior written consent of Sellers, except that Buyer may assign or convey its rights and obligations under this Agreement (a) to RWB following consummation of the RTO,

(b) to any existing Affiliate of Buyer, (c) in connection with a merger or consolidation involving Buyer or in connection with a sale of any equity interests or assets of Buyer or its Affiliates or other disposition of all or any portion of the Business, or (d) to lenders of Buyer or its Affiliates as collateral security for borrowings, at any time whether prior to or following the Closing Date; and in each such case Buyer will nonetheless remain liable for all of its obligations hereunder.

11.9. Definitions. For purposes of this Agreement, the following terms have the meaning set forth below:

Adjustment Calculation Time” means 11:59 p.m. Eastern standard time on the day immediately prior to the Closing Date.

Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly


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or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities or otherwise.

Affiliated Group” means any affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law).

Buyer Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Buyer (or RWB, following consummation of the RTO), or (b) the ability of Buyer (or RWB, following consummation of the RTO) to consummate the transactions contemplated hereby; provided, however, that “Buyer Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which Buyer (or RWB) operates; (iii) any changes or fluctuations in the price of RWB Stock; (iii) any other changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement; (vi) any changes in applicable Laws or accounting rules, including GAAP; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement.

Cap” means $25,000,000.

Cash Consideration” means $18,000,000.

Charter Documents” means any corporate, partnership or limited liability organizational documents, including, but not limited to, Certificates or Articles of Incorporation, By-laws and Certificates of Existence, as applicable.

Code” means the Internal Revenue Code of 1986, as amended, and any successor law.

Company Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could be reasonably expected to become, individually or in the aggregate, material adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company, or (b) the ability of the Sellers to consummate the transactions contemplated hereby on a timely basis.

Contract” means any contracts and, agreements, leases, licenses, instruments, obligations, arrangements or other understandings (whether written or oral), including amendments and supplements, modifications, and side letters or agreements.

Environmental Laws” means all federal, state, local and foreign Laws, including statutes, regulations, ordinances, rules, directives, orders, decrees and other provisions or common law having the force or effect of law, and all judicial and administrative orders and determinations that are binding upon the Company or the Sellers, concerning pollution or protection of the environment, including all those relating to the generation, handling, transportation, treatment, storage, disposal, distribution, labeling, discharge, release, threatened release, control, or cleanup of any hazardous substances, as such of the foregoing are promulgated and in effect on or prior to


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the Closing Date. By way of example and not limitation, the term “Environmental Laws” shall include (as may be amended from time to time prior to the Closing Date) the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Oil Pollution Act, the Endangered Species Act, the Safe Drinking Water Act, the Solid Waste Disposal Act, the Emergency Planning and Community Right to Know Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Clean Air Act and all regulations under such statutes.

Equity Interests” means (i) in the case of a corporation, any and all shares (however designated) of capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership or limited liability company, any and all partnership or membership interests (whether general or limited), (iv) in any case, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and (v) in any case, any right to acquire any of the foregoing.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Estimated Merger Consideration” means an amount equal to the Cash Consideration minus (i) the Estimated Seller Transaction Expenses, minus (ii) if the Net Working Capital Target exceeds the Estimated Net Working Capital, the amount by which the Net Working Capital Target exceeds the Estimated Net Working Capital, plus (iii) if the Estimated Net Working Capital exceeds the Net Working Capital Target, the amount by which the Estimated Net Working Capital exceeds the Net Working Capital Target.

Excluded Liabilities” means all Liabilities relating to, based upon or arising from the business, operations or assets of the Company, or otherwise based upon or arising from events or circumstances relating to the Company, in each case, that arise, or relate to events or circumstances that occur, on or prior to the Closing regardless of whether such Liabilities are actually discovered or incurred prior to the Closing, but specifically excludes Environmental Conditions.

Final Merger Consideration” means an amount equal the Cash Consideration minus (i) the Final Company Seller Transaction Expenses, minus (ii) if the Net Working Capital Target exceeds the Final Net Working Capital, the amount by which the Net Working Capital Target exceeds the Final Net Working Capital, plus (iii) if the Final Net Working Capital exceeds the Net Working Capital Target, the amount by which the Final Net Working Capital exceeds the Net Working Capital Target.

Fixed Stock Price” means CAN$5.00 per share of RWB Stock.

Fraud” means actual fraud (with scienter).

GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or any successor authority) that are applicable as of the date of determination, consistently applied.


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Hemp Operations Payable” means the payable owing by the Company to Color Point, LLC, in an amount equal to $2,708,724.45 (as of August 31, 2019) for the working capital needs of the Company in the operation of its hemp-related business, plus such additional amounts advanced by Color Point, LLC to the Company from September 1, 2019 through Closing for the same consistent with past practices, which is memorialized by that certain confirmation of payable dated October 9, 2019, between the Company and Color Point, LLC.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Indebtedness” means, with respect to any Person, (i) any indebtedness for borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any Liabilities or obligations for the deferred purchase price of property or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, (iv) contingent reimbursement obligations with respect to letters of credit or similar obligations and bankers’ acceptances issued for the account of a Person, (v) any indebtedness guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse), (vi) any obligations under capitalized leases (as defined by GAAP), (vii) any indebtedness or Liabilities secured by a lien on such Person’s assets, (viii) any amounts owed by such Person to any Person under any deferred compensation arrangements, (ix) any “success fees” or bonuses, change of control payments, phantom equity payments, or severance payments arising from or otherwise triggered by the transactions contemplated by this Agreement (including the employer’s share of payroll Taxes attributable thereto), and (x) any deferred purchase price obligations related to past asset or stock acquisitions by such Person or any equityholder of such Person with respect to the Business. For purposes of calculating Indebtedness, all interest, prepayment penalties, premiums, fees and expenses (if any) which would be payable if Indebtedness were paid in full at the Closing shall be treated as Indebtedness.

Independent Accountant” means a nationally recognized independent public accounting firm or other financial services firm that (i) is jointly selected by Buyer and Seller and (ii) does not have an existing business relationship with any of Buyer, Buyer’s Affiliates, Sellers or Sellers’ Affiliates. An Independent Accountant selected to resolve dispute will consider only disputed items and must resolve the matter in accordance with the terms and provisions of this Agreement. The appointment and engagement of the Independent Accountant, and any fees, costs or expenses associated therewith, shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The determination the Independent Accountant shall be conclusive and binding upon the parties hereto, absent fraud or manifest error (it being understood that in making such determination, the Independent Accountant shall be functioning as an expert and not as an arbitrator).

Intellectual Property” means any of the following which are owned by the Company or used in connection with the Business: (a) patents and patent disclosures, (b) all registered and unregistered copyrights, (c) Internet domain names and websites related to social media companies and the content found thereon, (d) trademarks, service marks, trade dress, trade names and corporate names, and similar designations of source or origin including all common law marks, together with all of the goodwill represented thereby, (e) trade secrets, know-how, designs, discoveries, inventions (whether patented or not), technical data and other proprietary or


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confidential information, (f) Software and (g) all registrations, renewals and applications for registration or any causes of action of any nature available to Sellers of any of the foregoing.

IP Agreements” means all incoming and outgoing licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, (a) to which the Company is a party, beneficiary or otherwise bound, and

(b) under which the Company expressly grants to a third party, or expressly receives from a third party, any right or license under any Intellectual Property.

IP Registrations” means all Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any governmental authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

IRS” means the United States Internal Revenue Service (or any successor agency).

Liability” means any obligation or liability, whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, fixed or unfixed, and regardless of when or by whom asserted.

Liens” means any mortgages, pledges, security interests, deeds of trust, liens, charges, options, conditional sales contracts, claims, covenants, easements, rights of way, title defects, restrictions on use, voting, transfer, receipt of income, or the right to exercise any other attribute of ownership, or other encumbrances of any nature whatsoever.

Net Working Capital” shall mean, with respect to the Company, as of the Adjustment Calculation Time, (A) the sum of the current assets of the Company related to the Company’s operations prior to July 1, 2019 set forth on the Net Working Capital Schedule as of such date, as determined in accordance with GAAP, minus (B) the sum of the current liabilities of the Company related to the Company’s operations prior to July 1, 2019 set forth on the Net Working Capital Schedule as of such date, as determined in accordance with GAAP; provided, that for this purpose,

(i) current assets will not include any intercompany assets, any deferred Tax assets, prepaid income Tax assets or refunds therefor or any income Tax receivables and (ii) current liabilities will not include any intercompany liabilities, deferred Tax liabilities or income Tax liabilities. For the avoidance of any doubt, Net Working Capital shall not include any Indebtedness of the Company or Seller Transaction Expenses. The Net Working Capital Schedule sets forth an illustrative calculation of Net Working Capital.

Net Working Capital Target” $0.00.

Permitted Exceptions” means (i) zoning ordinances and regulations; (ii) real estate taxes and assessments, both general and special, which are a lien but are not yet due and payable at the Closing Date; (iii) easements, conditions, restrictions and covenants of record relating to the Property not objected to by Buyer as contemplated by the title and survey review process pursuant to Section 7.1(i); and (iv) the rights of the public in and to any roadways or highways within the legal description of the Owned Real Property or Leased Real Property.


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Permitted Liens” means (a) statutory and contractual landlord liens incurred in the ordinary course of business for sums (i) not yet due and payable or (ii) being contested in good faith, (b) liens for Taxes not yet due and payable, (c) statutory mechanic’s liens and materialmen’s liens for services or materials and similar statutory liens for amounts arising in the ordinary course of business that are not yet due and payable, (d) statutory liens of warehousemen and carriers and similar statutory liens securing obligations for amounts arising in the ordinary course of business that are not yet due and payable, and (e) zoning, entitlement, building and other land use regulations or restrictions which are not violated in any material respect by the current use and operation of such real property.

Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated association, corporation, entity or government (whether Federal, state, county, city or otherwise, including, without limitation, any instrumentality, division, agency or department thereof).

Pre-Closing Tax Period” means (i) any Tax period ending on or before the Tax Effective Time and (ii) with respect to a Taxable period that commences before but ends after the Tax Effective Time, the portion of such period through the Tax Effective Time.

Post-Closing Cash Consideration” means $5,000,000.

Restructuring Transaction Documents” means an asset contribution agreement, bill of sale, assignment of contract rights, assignment of IP, assignment of trademarks and the assumption of liabilities, including the Schedules thereto and such other documents necessary to evidence the Pre-Closing Restructuring Transactions as contemplated hereby, each in form mutually agreeable to Sellers and Buyer.

RWB Stock” means the class of stock of Michicann’s successor (RWB) to be listed on the Canadian Securities Exchange following completion of the RTO.

RWB Stock Issuance Right” has the meaning given to it in Section 2.2(c)(iv).

Seller Transaction Expenses” means (without duplication), to the extent not paid before the Closing, the collective amount payable by Sellers or the Company (i) to accountants, lawyers, advisors, brokers and other third parties, arising in connection with the sale of the Company Capital Stock, and (ii) in respect of any fees and expenses associated with obtaining necessary or appropriate waivers, consents or approvals of any Governmental Authority or other third-party, including change of control or transfer payments.

Software” means any and all computer software and code, including all new versions, updates, revisions, improvements and modifications thereof, whether in source code, object code, or executable code format, including systems software, application software (including mobile apps), firmware, middleware, programming tools, scripts, routines, interfaces, libraries, and databases, and all related specifications and documentation, including developer notes, comments and annotations, user manuals and training materials relating to any of the foregoing (other than shrink wrap, click-thru or like licenses for commercial off-the-shelf software).


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Specified Indebtedness” means a portion of the principal and interest owing under that certain Amended and Restated Credit Agreement, dated December 13, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among AG Credit, the Company, Color Point, LLC, VW Properties, LLC and Mid-American Trucking, Inc. in an aggregate amount not to exceed $15,000,000.

Stock Consideration” means 19,800,000 shares of RWB Stock, which is an aggregate number of shares of RWB Stock equal to the quotient of $75,000,000 (multiplied by a 1.32 exchange rate) divided by the Fixed Stock Price; provided that, the Stock Consideration will be determined only in the form of whole shares and any fractional shares shall be rounded up to the nearest whole share.

Subsidiaries” means, with respect to any Person (other than an individual), any corporation or other organization, whether incorporated or unincorporated, of which (a) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries or

(b) such Person or any other Subsidiary of such Person is a general partner.

Tax” or “Taxes” means any and all federal, state, local and non-U.S. taxes, however denominated, the Liability for which is imposed by law, contractual agreement or otherwise, which taxes shall include, but not be limited to, all net income, gross income, gross receipts, franchise, excise, occupation, estimated, alternative minimum, add on minimum, premium, windfall profit, profits, gains, net worth, paid up capital, capital stock, greenmail, sales, use, ad valorem, value added, retailers’ occupation, stamp, natural resources, environmental, real property, personal property, custom, duty, transfer, recording, escheat or unclaimed property, registration, documentation, leasing, insurance, social security, employment, severance, workers’ compensation, impact, hospital, health, unemployment, disability, payroll, license, service, service use, employee or other withholding, or other tax or governmental charge, of any kind whatsoever, whether disputed or not, including any interest, penalties, fees, charges, levies, assessments, duties, tariffs, imposts or additions to Tax that may become payable in respect thereof, and any Liability in respect of such amounts arising as a result of being a member of any affiliated, consolidated, combined, unitary or similar group, as a successor to or transferee of another person or by contract.

Tax Returns” means returns, declarations, reports, statements, elections, estimates, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information, any amendment to the foregoing, and any sales and use and resale certificates) filed or required to be filed in connection with the determination, assessment, payment, deposit or collection of any Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

Trade Secrets” means all nonpublic, confidential or proprietary information, and all technology, know-how, inventions, processes, formulae, algorithms, models, methodologies, ideas, compositions, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data,


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financial, business and marketing information and plans, customer and supplier lists, pricing and cost information and related information.

Transaction Documents” means all agreements and instruments contemplated by and being delivered pursuant to or in connection with this Agreement, including without limitation, this Agreement, the Certificate of Merger, the Lock-Up Escrow Agreements and the Consulting Agreement.

11.10. Entire Agreement. This Agreement, the Preamble and the Exhibits and Schedules attached to this Agreement (all of which shall be deemed incorporated in the Agreement and made a part hereof) set forth the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings or letters of intent among any of the parties hereto.

11.11. Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the parties to this Agreement and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement (other than in respect of the Indemnified Parties pursuant to ARTICLE X).

11.12. Interpretative Matters. Unless the context otherwise requires, (a) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (d) all references to “dollars” or “$” are to United States dollars and (e) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” In addition, nothing in the Schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached (or is not otherwise entitled to indemnification with respect thereto) shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant (or is otherwise entitled to indemnification pursuant to a different provision).

11.13. Knowledge. Where any representation or warranty contained in this Agreement is expressly qualified by reference “to the knowledge of the Company,” “Company’s Knowledge,” or any similar term, it refers to the actual knowledge of each Seller, Anne Hyde, Bruce Daniel, and Johannes Pieterse and all knowledge that such listed persons should have assuming such persons have conducted a reasonable inquiry or investigation regarding the subject matter at issue,


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including inquiring of those employees of the Company whose duties would, in the normal course of the Company’s affairs, result in such employees having actual knowledge concerning such subject, area or aspect.

11.14. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

11.15. Jurisdiction and Governing Law. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of Delaware, without giving effect to provisions thereof regarding conflict of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts located in the State of Delaware, in respect of any claim relating to the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, or otherwise in respect of the transactions contemplated hereby and thereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding in which any such claim is made that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts.

11.16. Service of Process. Each of the parties hereto irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 11.15 hereof in any such action or proceeding by giving copies thereof by hand delivery of air courier to his, her or its address as specified in or pursuant to Section 11.1 hereof. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

11.17. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES (TO THE FULLEST EXTENT PERMITTED BY LAW) ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11.18. Schedules. The disclosure of any facts or items in the Schedules accompanying this Agreement is not intended to imply that such items so included are or are not material, or that the occurrence or existence of any such violation, inaccuracy, breach, default, failure to comply, change in circumstances, loss, effect, fact, agreement arrangement, commitment, understanding or obligation, as a result of the occurrence or existence thereof, would individually or collectively, result in a Company Material Adverse Effect.  The disclosure of any fact or item in the Schedules with respect to a particular paragraph or section of the Agreement shall be deemed to be disclosed


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with respect to such other paragraph or section of the Agreement to which an appropriate cross reference is made to another Schedule or to the extent it is reasonably apparent on its face that such disclosure is also applicable to any other paragraph or section of the Agreement. Each agreement, instrument and document described herein is incorporated herein by reference. All capitalized terms used in the Schedules and not otherwise defined in the Schedules will have the meanings assigned to them in this Agreement.

11.19. Consent and Waiver. By executing and delivering this Agreement, the Sellers consent to the Merger.

11.20. Special Rule for Fraud. Notwithstanding anything herein to the contrary, in no event shall any limit or restriction on any rights or remedies set forth in this Agreement limit or restrict the rights or remedies of any party for the Fraud by any other party or any Affiliate or representative of such other party.

11.21. Specific Performance. Each Seller acknowledges that the Business is unique and recognizes and affirms that in the event of a breach of this Agreement by a Seller, money damages may be inadequate and Buyer may have no adequate remedy at law. Accordingly, each Seller agrees that Buyer shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and the obligations of the Sellers hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief. If any such action is brought by Buyer to enforce this Agreement, each Seller hereby waives the defense that there is an adequate remedy at law.

[SIGNATURE PAGE FOLLOWS]


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IN WITNESSWHEREOF, the parties hereto have executed this Agreement and Plan of Merger as of the date first above written.

 

Picture 6 

 

 

 

 

 

 

 

 

 

 

Signature Pate to Agreement and Plan of Merger


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Picture 7 

 

 

 

 

 

 

 

 

 

Signature Pate to Agreement and Plan of Merger



Exhibit A

Pre-Closing Restructuring Transactions

Prior to Closing, the Company has employed the following individuals, each of whom was previously employed by Salary, LLC:

[REDACTED}

Prior to Closing, the Company has discontinued all operations and sales arrangements and agreements with customers of its non-hemp related business.

Prior to Closing, the Company transferred the assets listed on Exhibit A-1 to Color Point, LLC.

The ERP system and proprietary formulations for hemp will be transferred to the Company (or otherwise, the Company and its post-closing affiliates will have a royalty-free perpetual license to use such IP.



Picture 12 



Exhibit B

Form of Real Estate Purchase Agreement

[See attached.]



REAL ESTATE PURCHASE AGREEMENT

THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [●], 2019, between [BUYER ENTITY], whose address is [●] (“Buyer”), and VW Properties, Inc., a [●] corporation (“Seller”), each of Arthur VanWingerden and Ken VanWingerden (each a “Shareholder” and collectively, and jointly and severally, the “Shareholders”). Buyer, Seller and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”, as the case may be.

RECITALS:

A. Seller owns the land consisting of approximately 106 acres located at 14240 Greenhouse Ave., Granville, Illinois 61326, which is legally described on Exhibit A attached to this Agreement, (the “Land”), together with (i) the buildings, plant facilities, structures, building systems, fixtures and improvements located thereon (collectively, the “Improvements” together with the Land are collectively referred to as the “Real Property”) (ii) all right, title and interest of Seller, if any, in and to all and singular the rights, benefits, privileges, easements, tenements, hereditaments, rights of way and appurtenances thereon or appertaining thereto and any air rights and/or development rights appurtenant to the Land or the Improvements, (iii) all right, title and interest of Seller, if any, in and to the equipment, furnishings, furniture, fixtures, machinery, inventory, appliances and other personal property, if any owned by Seller and now located on or about the Land or Improvements, including without limitation the personal property listed on Schedule 1 attached hereto and made a part hereof (collectively, the “Personal Property”) and (iv) all intangible property related to the Land or Improvements owned or in the name of Seller, including, without limitation, all assignable warranties and guaranties, all plans, specifications, consents, authorizations, variances, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality if any, relating to the Land and Improvements (collectively, the “Intangibles”) (all of the foregoing, collectively, the “Property”).

 

B. Seller desires to sell to Buyer and Buyer desires to purchase from Seller the Property upon and subject to the terms and conditions set forth in this Agreement and that certain Agreement and Plan of Merger dated as of the date hereof, by and among Michicann Medical Inc., RWB Acquisition Sub, Inc., Mid-American Growers, Inc. and the Shareholders (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”).

 

C. The Shareholders own Seller and will benefit from sale of the Property to Buyer.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein and subject to the terms and conditions contained herein, the parties agree as follows:

1. Sale and Conveyance. At the Closing (as hereinafter defined), subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the purchase price of Two Million and No/100ths Dollars ($2,000,000) (“Purchase Price”). As part of any Closing under this Agreement, the Property


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would be conveyed by a limited warranty deed free and clear of any and all Liens and subject only to the Permitted Exceptions.

2. Closing; Closing Deliverables. Subject to the conditions set forth herein, the consummation of the transactions that are the subject of this Agreement (the “Closing”) shall occur at the offices of Honigman LLP, 660 Woodward Avenue, 2290 First National Building, Detroit, Michigan 48226, or at such other place as Buyer, Seller and Shareholders may mutually agree upon in writing, or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the parties hereto, at 10:00 a.m., Detroit time, on the second business day after satisfaction of the conditions set forth in Section 7 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing). The date on which the Closing is to occur is herein referred to as the “Closing Date.” Regardless of the actual time of the Closing, except as otherwise expressly provided herein, for tax and accounting purposes, the Closing shall be deemed effective as of close of the day immediately preceding the Closing Date. At the Closing, the parties will execute and deliver or cause to be executed and delivered, as applicable, the following:

(a) Seller shall execute and deliver to the Title Company in escrow an originally executed special warranty deed (the “Deed”), in form approved by Buyer, conveying to Buyer fee simple title to the Property, subject only to the Permitted Exceptions, and otherwise mutually acceptable to Seller and Buyer.

(b) Seller shall deliver to the Title Company in escrow all transfer and other tax declarations for the Property (or MyDec filing) as may be required by law in connection with the transaction contemplated by this Agreement duly executed and sworn to by Seller and, to the extent required, by the Title Company and any other certification from the Town and County where the Property is located, required to record the Deed with the County Recorder’s Office.

(c) To the extent the Parties reasonably determine necessary or advisable, Seller shall deliver to Buyer a release letter or certificate for the Property from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended; and (ii) a letter of clearance for the Property from the State of Illinois’ Department of Employment Security stating that no assessed but unpaid tax penalties or interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended (the release letters and clearances referred to in (i) – (ii) above are referred to collectively as the “Bulk Sale Releases” and individually as a “Bulk Sale Release”). Concurrent with the execution and delivery of this Agreement, Seller has completed, signed and delivered to Buyer (i) the Illinois Department of Revenue Form ITR-1 Request for Tax Clearance and (ii) the State of Illinois Department of Employment Security Request For Letter of Clearance and acknowledges that Buyer shall process the same with the Illinois Department of Revenue and the Illinois Department of Employment Security, respectively.  

(d) Seller shall deliver to the Title Company in escrow a bill of sale and general assignment conveying title to Buyer to the Personal Property and the Intangible Property;


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(e) Buyer shall deliver to the Title Company the Purchase Price, as adjusted by the adjustments and prorations provided for in this Agreement in accordance with a closing statement to be prepared by the Title Company (the “Closing Statement”).

(f) Seller shall terminate the Service Contracts, except those Service Contracts, if any, which Buyer has elected to continue and assume as of the Closing pursuant to Section 5(a). Seller shall execute and deliver to Buyer such documents or instruments of conveyance and transfer for the purpose of assigning such Service Contracts to Buyer.

(g) Seller shall deliver to Buyer all keys in Seller’s possession or control to all locks on the Property.

(h) Seller and Buyer shall execute and deliver the Closing Statement setting forth the Purchase Price and reflecting all credits, adjustments and prorations provided for in this Agreement.

(i) Seller shall execute and deliver to the Title Company such affidavits with respect to the Property as the Title Company shall require in order to delete from its title insurance policies those of the so-called “standard exceptions” that are removable by affidavit and Seller shall deliver to the Title Company documents evidencing its existence, authority and good standing as required by the Title Company.

(j) Seller shall execute and deliver to Buyer a non-foreign person affidavit or a qualifying statement sufficient in form and substance to relieve Buyer of any and all obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”).

(k) Seller shall cause the Title Company to provide Buyer with the proforma or marked-up Title Commitment as required under this Agreement.

(l) Seller shall have terminated all leases currently in effect concerning the Property (except as otherwise requested by Buyer) and shall have entered into binding terminations of any Service Contracts on the Property with respect to those Service Contracts that Buyer (in its sole discretion) has not elected to continue pursuant to Section 5(a), so that such are no longer in effect as of the date of Closing, in each case to the satisfaction of Buyer.

(m) Seller shall deliver to Buyer exclusive possession of the Property in the condition existing on the date of this Agreement (subject to normal wear and tear), subject to the rights of no persons whatsoever except Buyer.

 

(n) Buyer and Seller shall execute and deliver to each other such other documents as are contemplated to be executed and/or delivered pursuant to the provisions of this Agreement, or as reasonably requested by the other party hereto.

3. Representations and Warranties of Shareholders.

(a) Each Shareholder, severally and not jointly, represents and warrants to Buyer as to itself only, as of the date of this Agreement and as of the Closing Date, as follows:


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(i) Authority. Each Shareholder has full power, right and authority to enter into and perform such Shareholder’s obligations under this Agreement and each of the related transaction documents to which such Shareholder is a party. This Agreement and each of the related transaction documents to which such Shareholder is a party has been duly executed and delivered by such Shareholder, and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute the valid and legally binding obligation of such Shareholder and are enforceable against such Shareholder in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

(ii) Noncontravention. The execution, delivery and performance by each Shareholder of this Agreement and the related transaction documents to which such Shareholder is a party and the consummation of the transactions contemplated hereby or thereby will not, or would not: (a) violate or conflict with or result in a breach of or default under any provision of any law, statute, rule, regulation, order, permit, by law, enactment, ordinance, directive, judgment, injunction, decree or other decision of any Governmental Authority (each a “Law” and, collectively, “Laws”), in each case applicable to such Shareholder; (b) constitute (with or without due notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration payment or cancellation under or permit any party to terminate under any material contract, agreement, indenture, mortgage, note, bond, license or other instrument or obligation of such Shareholder or by which the assets of such Shareholder may be bound or subject; (c) result in the creation or imposition of any Lien upon any of the Property; or (d) require any material authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any court, arbitral body, administrative or governmental body, department, commission, board, agency or instrumentality, legislative, executive or regulatory authority or agency (whether foreign or domestic) (each, a “Governmental Authority”) or other Person.

 

(iii) Litigation. There is no claim, action, cause of action or suit (whether in contract, tort, eminent domain, or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, grievance, arbitration, investigation, hearing, charge, complaint, demand, notice, audit, inquiry, notice of violation, order, or other proceeding (each a “Proceeding” and, collectively “Proceedings”) pending or, to each Shareholder’s knowledge, threatened against or affecting such Shareholder in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby.

 

(iv) Broker Fees. Neither Shareholder has employed any broker, finder or agent or has incurred or will incur any obligation or Liability to any broker, finder or agent with respect to the transactions contemplated by this Agreement or otherwise, and all fees and expenses and other obligations payable in connection with or as a result of such agreements will be paid by Shareholders and Seller, and Buyer will have no obligations in respect thereof.

4. Representations and Warranties of Seller.


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(a) Seller and the Shareholders, jointly and severally, represent and warrant to Buyer, as of the date of this Agreement and as of the Closing Date, as follows:

(i) Authority. Seller has full power, right and authority to enter into and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party. This Agreement and each of the Transaction Documents to which Seller is a party has been duly executed and delivered by Seller, and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute the valid and legally binding obligation of Seller and are enforceable against Seller in accordance with their respective terms, except as may be limited by the Bankruptcy and Equity Exception.

(ii) Organization and Qualification of the Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of ______________. Seller has full corporate power and authority to carry on its business as now being conducted and as currently proposed to be conducted and to own, lease or otherwise hold the Property and such other properties and assets it now owns, leases or otherwise holds. Seller is duly qualified or licensed to do business and is in good standing as a foreign corporation in the State of Illinois and, as applicable, in each of the other jurisdictions listed on Schedule 4(a)(ii). Seller has no Subsidiaries. Complete and correct copies of the Charter Documents of Seller and all amendments thereto to date, certified (as applicable) by the Secretary of State of ________________ have been delivered to Buyer and will not be modified or amended prior to the Closing. Schedule 4(a)(ii) sets forth a list of all of the officers and directors (or similar persons) of Seller.

 

(iii) Noncontravention. The execution, delivery and performance by Seller of this Agreement and the other transaction documents to which Seller is a party and the consummation of the transactions contemplated hereby or thereby will not, or would not: (A) violate or conflict with or result in a breach of or default under any Law, in each case applicable to Seller; (B) constitute (with or without due notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration payment or cancellation under or permit any party to terminate under any material contract, agreement, indenture, mortgage, note, bond, license or other instrument or obligation of Seller or by which the Property may be bound or subject; (C) result in the creation or imposition of any Lien upon the Property; or (D) require any material authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any Governmental Authority or other Person.

(iv) Title to Property.

(A) Seller has and will have at the Closing, good and marketable indefeasible fee simple title to the Property, which title, at Closing, shall be free and clear of all Liens, except Permitted Exceptions. Except for the lease granting the right to grow corn and soybeans on approximately 40 acres of the Property, the terms of which have been disclosed to Buyer and which lease expires prior to January 1, 2020 and which is not subject to renewal without Seller’s consent, neither Seller nor any Seller Party has leased or otherwise granted to any Person (other than a Seller Party) the right to use or occupy the Property or any portion thereof and as of the Closing Date, there will exist no possessory interests in the Property except for the fee simple interest of Buyer in the Property and any other interests granted solely


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by Buyer. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Property or any portion thereof or interest therein.  

 

(B) To the extent any of the Property consists of Personal Property, Seller has good and valid title to, a valid leasehold interest in, or a valid license to use all such Personal Property. Such Personal Property is operated in conformity with all applicable Laws and regulations, is structurally sound (in the case of the buildings and improvements), is in good condition and repair, except for reasonable wear and tear, and is usable in the ordinary course of business.

 

(v) Compliance with Applicable Laws. Except as set forth on Schedule 4(a)(v), Seller and each Seller Party that occupies or uses the Property, and the Property is and has been in material compliance with all Laws (including Environmental Laws) applicable to it or the operation, use, occupancy or ownership of the Property or conduct of the Business at the Property, and Seller nor any Seller Party that occupies or uses the Property has received written notice (and to Seller’s Knowledge, any oral notice) from any Governmental Authority regarding any failure to so comply. Seller nor any Seller Party has (i) been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action or (ii) made any bribes, kickback payments or similar payments of cash or other consideration or paid any remuneration, in cash or in kind, in violation of 42 U.S.C. § 1320a-7b(b) or similar provisions of applicable Law, that is capable of forming the basis of criminal prosecution of, or civil action against, the Seller or a Seller Party.

(vi) Tax Matters. The tax parcel numbers that are assigned to the Land and Improvements do not affect or include any other land or improvements and there are not any pending appeals for the reduction or relief from the payment of any real estate taxes. Except as set forth on Schedule 4(a)(vi), neither Seller, nor any Seller Party has received any notice and or has any knowledge of (i) any special assessments affecting the Property; (ii) any tax deficiency, lien or assessment against the Property, in each case, which has not been paid or the payment for which adequate provision has not been made; (iii) any violations of Laws with respect to the Property; (iv) any condemnations or imminent domain proceedings; (v) any pending zoning or subdivision changes that would affect the Property. Seller is not a "foreign person" as defined in Section 1445 of the Code.   

 

(vii) Service Contracts. Schedule 4(a)(vii) sets forth all leases and contracts for management, maintenance or other services to the Property (“Service Contracts”), and there are no other agreements, oral or written, relating to, affecting or binding on the Property or any part thereof (or Buyer as the new owner thereof).

(viii) Property Improvements. With respect to the Property: (A) All Improvements are in good condition and repair (normal wear and tear excepted) and are sufficient for the conduct of the business of Seller and the Seller Parties on the Property, (B) There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in with the use or occupancy of the Improvements, or any portion thereof in the operation by Seller or any Seller Party on the Property or the Business on the Property, (C) The Property and Improvements and Seller’s and each Seller Party’s use thereof conform to all


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applicable building, zoning and other Laws and (D) There is no pending or threatened condemnation or other Proceeding affecting any portion of the Property or any of Seller’s or Seller Party’s use thereof.

(ix) Litigation. Except as set forth on Schedule 4(a)(ix), there is no Proceeding pending or, to Seller’s Knowledge, threatened against Seller or the Property or Seller’s or any Seller’s Party’s use thereof (or to Seller’s Knowledge, pending or threatened against any of the officers, managers, directors or key employees of Seller with respect to the Property), or to which Seller is otherwise a party. Seller is not subject to, and the Property is not bound by, any judgment, order or decree of any court or Governmental Authority. Seller is not currently engaged in any Proceeding to recover monies due it or for damages sustained by it with respect to the Property. Schedule 4(a)(ix) sets forth a list of all closed litigation matters relating to the Property (including predecessors) during the three (3) years preceding the date hereof, the date such litigation was commenced or concluded, and the nature of the resolution thereof (including amounts paid in settlement or judgment).  

 

(x) Licenses and Permits. Seller owns, holds, possesses or lawfully uses all the permits, licenses, registrations, authorizations, industry certifications, consents, certificates, orders, franchises, variances and approvals of Governmental Authorities or other Persons and other Intangibles necessary for the ownership, use, occupancy or operation of the Property, all of which are identified on Schedule 4(a)(x) (collectively, the “Permits”).  Seller is in compliance with all such Permits, all of which are in full force and effect, and Seller has not received any written notices (or to Seller’s Knowledge, any oral notice) to the contrary. Neither the execution, delivery nor performance of this Agreement, nor the consummation of the transactions contemplated hereby, will result in the loss or impairment of, or require the consent of any other Person in respect of Buyer’s right to take transfer of such Permits.

(xi) Health, Safety and Environment.

(A) Except as set forth on Schedule 4(a)(xi) hereof, Seller has complied and is in compliance with all Environmental Laws.

(B) Seller has not received any written notice, report, order, directive or other information regarding any actual or alleged violation of Environmental Laws, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to Seller, any Seller Party, the Property arising under Environmental Laws.

(C) None of the following exists at the Property: (1) underground storage tanks, (2) asbestos containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) landfills, surface impoundments, or disposal areas, or (5) groundwater monitoring wells, potable drinkable water wells, petroleum wells or production water wells.

(D) Neither Seller nor its Affiliates, or any predecessor owner of the Property, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released or exposed any Person to any substance, including any hazardous substance, at, under, on or from the Property, or any parcel of land adjacent to the Property, in a manner that has given or could give rise to any current or


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future Liabilities (including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any investigatory, corrective or remedial obligations) pursuant to any Environmental Laws.

 

(E) No third party has used the Property for the purpose of treating, generating, manufacturing, producing, storing, handling, treating, transferring, releasing, processing or transporting any petroleum, hazardous waste or hazardous substance and/or toxic waste or toxic substance, as such terms are defined in RCRA, CERCLA, the Superfund Amendments and Reauthorization Act, Public Law 99 499 as amended, or any other federal, state or local environmental law, regulation, code or ordinance.

(F) Neither Seller nor any Seller Party, has received any written or oral notice, claim, report, order, directive, or other information regarding any actual or alleged violation of Environmental Laws, or any Liability, including any investigatory, remedial or corrective obligation, arising under Environmental Laws and relating to the Property.

(G) Neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of Governmental Authorities or third parties, pursuant to any of the so called “transaction triggered” or “responsible property transfer” Environmental Laws.

(H) Seller has not, either expressly or by operation of law, assumed, undertaken, or provided an indemnity with respect to any Liability (including any investigative, corrective or remedial obligation) of any other Person relating to Environmental Laws.

(I) Seller has furnished to Buyer all environmental audits, reports and other environmental documents materially bearing on environmental, health or safety atters relating to the Property, which is in its possession, custody or control.

(J) No work has taken place on the Property in the last one hundred twenty (120) days that would create in any party a right to a lien against any of the Property, except for such work that has been fully paid for by Seller and for which Seller will obtain lien waivers and affidavits if requested by the Title Company.

 

(xii)  Employees.  Seller has no employees and never has had any employees.

(xiii)  Broker Fees.  Seller has not employed any broker, finder or agent or has incurred or will incur any obligation or Liability to any broker, finder or agent with respect to the transactions contemplated by this Agreement or otherwise, and all fees and expenses and other obligations payable in connection with or as a result of such agreements will be paid by Seller, and Buyer will have no obligations in respect thereof.

 

5. Representations and Warranties of Buyer. Except as set forth in any Buyer disclosure schedules attached to this Agreement, Buyer hereby represents and warrants to Seller, as of the date of this Agreement and as of the Closing Date, as follows


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(a) Organization. Buyer is a corporation organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to own, operate and lease its properties and carry on its businesses as now conducted. Buyer is duly licensed and qualified to do business in and is in good standing under the laws of each jurisdiction where the failure to do so would have a Buyer Material Adverse Effect.

(b) Authorization. Buyer has the full corporate power, right and authority to enter into and perform its obligations under this Agreement and each of the related transaction documents to which it is a party. The execution, delivery and performance of this Agreement and each of the related transaction documents to which Buyer is a party have been duly and properly authorized by Buyer by all requisite action in accordance with applicable law and with the Charter Documents of Buyer. This Agreement and each of the related transaction documents to which Buyer is a party have been duly executed and delivered by Buyer and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties thereto, constitute the valid and legally binding obligation of Buyer and are enforceable against Buyer in accordance with their respective terms, except as may be limited by the Bankruptcy and Equity Exception.

(c) Noncontravention. The execution, delivery and performance by Buyer of this Agreement and the related transaction documents to which it is a party and the consummation of the transactions contemplated hereby or thereby will not: (a) except with respect to federal Laws related to cannabis, violate or conflict with or result in a breach of or default under any provision of any Laws; (b) constitute a default under the Charter Documents of Buyer; (c) constitute a default or an event which would permit any party to terminate, or accelerate the maturity of any indebtedness or other obligation under, any material contract, agreement, indenture, mortgage, note, bond, license or other instrument to which Buyer is a party or by which Buyer, or Buyer’s properties, are bound or subject; or (d) except for the Requisite Approval (as defined in the Merger Agreement), such authorizations and filings as may be required under the HSR Act and other antitrust laws applicable to the transactions contemplated by this Agreement and the Merger Agreement and such authorizations, exemptions, filings and other actions required under the Merger Agreement pursuant to applicable securities laws, require any material authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any Governmental Authority or other Person, except in the case clauses (a), (b) or (c), other than such violations, conflicts, breaches, defaults or rights to terminate or accelerate that individually or in the aggregate would not reasonably be expected to have a Buyer Material Adverse Effect.

6. Covenants.

(a) Evidence of Title.

(i) Buyer may obtain a commitment for a policy of title insurance (“Title Commitment”) in the amount of the Purchase Price, issued by the Title Company. At the Closing, Seller shall, in accordance with the allocation of costs set forth in Section 6(h) below, cause the Title Company to deliver to Buyer a proforma or marked-up copy of the Title Commitment identifying Buyer as the owner of the Property, with those of the so called “standard exceptions,” which can be deleted by affidavit of Seller, and/or evidence of payment


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by Seller for “standard exceptions” relating to monetary obligations and/or delivery of a recent Survey to the Title Company, deleted, and subject only to the Permitted Exceptions.

(ii) Buyer, at its sole cost, may also obtain an updated certified ALTA survey of the Property which survey, subject to clause (iii) below, contains such detail as Buyer shall require in its sole discretion (a “Survey”). At or prior to Closing, the Survey shall be certified to Buyer, Seller, the Title Company and, if applicable, such lending institution or institutions as Buyer shall desire.

 

(iii) Prior to Closing, Seller shall receive Buyer’s written notice identifying encumbrances, defects or exceptions (“Defects”) which render title to the Property unsatisfactory to Buyer (the “Buyer Notice”). Subject to the last sentence of this clause (iii), Seller will have five (5) business days after receipt of such Buyer Notice (the “Cure Period”) to use commercially reasonable efforts to cure such Defects, or, if Buyer agrees in writing, Seller may use commercially reasonable efforts to obtain title insurance from the Title Company sufficient to insure against such Defects to Buyer’s satisfaction. If, within the Cure Period, Seller is unable to cure, eliminate or insure over such Defects, Buyer shall have the option, to be exercised prior to Closing, to (A) work with Seller to reach a mutually agreeable resolution to address such uncured or uninsured Defects and proceed with this transaction, or (B) cancel and terminate this Agreement by written notice to Seller, and in such event neither Seller nor Buyer shall have any further obligation, liability or responsibility to each other under this Agreement, except as otherwise expressly provided in this Agreement. Such termination shall also act as a termination of the Merger Agreement. The foregoing notwithstanding, Seller shall be obligated, without the requirement for further notification, to pay in full on or before the Closing (1) any monetary obligation defects or encumbrances relating to the Property, (2) any mortgage or similar indebtedness relating to the Property, and (3) any mechanic’s lien, judgment lien or other similar lien encumbering the Property, provided such mechanic’s, judgment or similar liens are of a liquidated or ascertainable amount and readily curable by a payment of money.  

(b) General. Subject to the terms of this Agreement, each party hereto shall use reasonable commercial efforts to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the conditions set forth in Section 7. Without limiting the foregoing, each of the parties shall execute and deliver all agreements and other documents required to be delivered by or on behalf of such party under Section 2.

(c) Notices and Consents

(i) Seller shall give all required notices to third parties and use commercially reasonable efforts to obtain all required third party consents in connection with the matters contemplated by this Agreement.

(ii) Each of the parties hereto shall give any notices to, make any filings with, and use commercially reasonable efforts to obtain any authorizations, consents and approvals of all Governmental Authorities in connection with the transactions contemplated by this Agreement.


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(d) Conduct of Seller. Except as required by Law or as otherwise expressly permitted or specifically contemplated by this Agreement, Seller and Shareholders covenant and agree to, and to cause any Seller Party occupying, using or operating the Property to, during the period from the date of this Agreement until the earlier of either the Closing Date or the time that this Agreement is terminated by its terms, unless the other party shall otherwise agree in writing, conduct its business involving the Property in the usual and ordinary course of business.

(i) Without limiting the generality of the foregoing: Seller shall (and cause such Seller Parties to) (A) not transfer the Property or any portion thereof or create on the Property or any portion thereof any easements, liens, mortgages, encumbrances or other interests; (B) not enter into any agreements relating to the Property without Buyer’s written approval, at Buyer’s sole discretion; (C) in the ordinary course and consistent with past practice, continue to maintain and repair the Property in at least the manner which it has previously maintained and repaired the Property; (D) keep in effect the existing policies of public liability and hazard and extended coverage insurance insuring the Property; (E) comply in all material respects with all Laws or municipal ordinances, regulations, orders or requirements affecting the Property; (F) pay as agreed any amounts owing or due and payable to any holder of a mortgage or deed of trust encumbering all or any part of the Property; (G) pay all taxes, assessments, and utility charges (including all water and sewer service charges, and charges for gas, electric, telephone, data, and all other public utilities) with respect to the Property; and (H) not do anything to cause a change in the title to the Property except to cure title defects as permitted under this Agreement.

 

(e) Access. From the date hereof through Closing: Buyer and its agents, engineers, surveyors, appraisers, auditors and other representatives (collectively, “Buyer’s Representatives”) shall have the right to enter upon the Property to inspect, examine, survey, obtain engineering inspections and environmental studies, appraise and otherwise do that which, in the opinion of Buyer, is necessary to determine the boundaries, acreage and condition of the Property and the suitability of the Property for the uses intended by Buyer (including, without limitation, inspect, review and copy any and all documents in the possession or control of Seller, its agents, contractors or employees, and which pertain to the construction, ownership, use, occupancy or operation of the Property or any part thereof), and to apply for and attempt to obtain any entitlements, governmental approvals, permits or economic development incentives desired by Buyer to develop the Property as Buyer sees fit in its sole discretion.  Without limiting the foregoing, Seller shall provide to Buyer copies of existing environmental reports including Phase I and/or Phase II environmental studies; copies of existing geotechnical reports and soil testing reports and analyses in the possession of Seller with respect to the Property and the operations thereon and also permit Buyer and Buyer’s Representatives to conduct environmental due diligence of the Property (including but not limited to a Phase I environmental study)(such historical reports and new reports obtained by Buyer, collectively, the “Environmental Assessment Reports”).  

(f) Notices; Update to Schedules.

(i) From the date of this Agreement until the Closing, promptly after it obtains Knowledge thereof (other than from Buyer), but in all events prior to Closing, Seller and the Shareholders will, and will cause any other Seller Party occupying, using or operating at the Property to, promptly deliver notice to Buyer of:  (i) any Proceeding commenced or threatened of


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the type described in Section 7 below, (ii) any fact, circumstance, event, action or condition the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller or Shareholders hereunder not being true and correct, (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7 to be satisfied, or

(D) has resulted in, or could reasonably be expected to result in, the failure by Seller or the Shareholders to perform any of their covenants or agreements hereunder; (iii) any notice or other communication from any Governmental Authority relating to the Property or transactions contemplated by this Agreement; (iv) any fact, circumstance, event, action or condition that has occurred since the date hereof, or that was not Known by Seller or any Seller Party (or that existed as of the date hereof but was not made known to Buyer) prior to the date hereof, that adversely affects the soil bearing capacity, subsoil, wetlands, woodland and environmental condition of the Property or any other aspect of the physical condition of the Property and the Improvements or the current use by Seller and Seller Parties (“New Physical Condition Issue”); and (v) any actual or alleged violation of or non-compliance with applicable Law (including Environmental Laws) and/or applicable building, zoning and other related Laws with respect to the Property or Improvements that has occurred since the date hereof or that was not Known by Seller or any Seller Party (or that existed as of the date hereof but was not made known to Buyer) prior to the date hereof (“New Legal Compliance Issue”). Delivery of any such notice to Buyer shall have no effect on the rights and obligations of the parties hereunder.

(ii) If any event, condition, fact or circumstance that is required to be disclosed pursuant to clause (i) above requires any change in any Schedule to this Agreement, or if any such event, condition, fact or circumstance would require such a change assuming the Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Seller shall promptly deliver to the Buyer an update to the Schedules specifying such change, which update shall be deemed to have been provided for informational purposes only and shall not be deemed to supplement or amend the Schedules for purposes of determining the accuracy of any of the representations and warranties contained in this Agreement or determining whether any of the conditions of Section 7 has been satisfied, unless Buyer has consented in writing to such supplement or amendment, which consent shall not be unreasonably withheld, delayed or conditioned.

 

(g) Exclusivity. None of the Seller nor the Shareholders shall (and the Seller and the Shareholders shall cause their respective Affiliates, officers, directors, managers, employees, agents, consultants, financial advisors, accountants, legal counsel and other representatives not to), directly or indirectly, (a) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Buyer and its Affiliates in connection with the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate any (i) reorganization, liquidation, dissolution or recapitalization of Seller, (ii) merger or consolidation involving Seller, (iii) purchase or sale of the Property or any assets or Equity Interests (or any rights to acquire, or securities convertible into or exchangeable for, any such Equity Interests) of Seller, or (iv) similar transaction or business combination involving Seller or the Property (each of the foregoing transactions described in clauses (i) through (iv), a “Seller Transaction”) or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its


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Affiliates) to do or seek to do any of the foregoing. The Seller and the Shareholders agree to notify Buyer immediately if any Person after the date hereof makes any proposal, offer, inquiry or contact with respect to a Seller Transaction.  

 

(h) Taxes, Rents and Utilities. At Closing, real property taxes and assessments will be prorated in accordance with the local custom, as if paid in arrears, with Seller being responsible for the period up to and including July 31, 2019, and Buyer being responsible for August 1, 2019 and thereafter. All real estate taxes and assessments due and payable prior to Closing shall be paid by Seller. With respect to real estate taxes and assessments not yet due and payable as of the Closing, Buyer shall be responsible for the portion thereof allocable to the period on and after August 1, 2019 and Seller shall be responsible for the portion thereof allocable to the period up to July 31, 2019, and such amounts which are the responsibility of Seller shall be credited to Buyer against the Purchase Price at Closing. If the actual assessed value or tax rate for any real estate taxes are not known on the date of Closing, the taxes shall be prorated and credited to Buyer on a per diem basis using 110% of the last ascertainable taxes. Taxes shall be prorated upon the issuance of the actual real estate tax bills. The amount of $_______ shall be placed in escrow at the Closing to be used to pay any difference between the actual real estate taxes for the period during Seller’s ownership of the Property and the amounts prorated at Closing.1 All rents and fees from counterparties under any agreements affecting the Property, all utilities and other apportionable income and expenses paid or payable by Seller shall be apportioned pro rata on a per diem basis as of the date of Closing with Seller being responsible for such amounts up to and including July 31, 2019 and Buyer being responsible for such amounts on August 1, 2019 and thereafter. Seller will use reasonable efforts to cause all private and public utilities, including without limitation water service, serving the Property to issue final bills to Seller on the basis of readings made as of the date of Closing and all such bills relating to periods up to and including July 31, 2019 will be paid by Seller at or prior to Closing. If such utilities cannot, or will not, issue such final bill, then Buyer and Seller shall estimate in good faith such amounts. Seller shall be charged the following amounts at Closing: (i) State, County and local town or village real property transfer taxes and conveyance fees; (ii) one-half (½) of any escrow fee; and (iii) the cost of the title exam and the portion of the cost of the Title Policy equal to the base premium for an owner’s policy in the amount of the Purchase Price. Buyer shall be charged the following amounts at Closing: (i) all costs of the Title Policy in excess of the base premium, including the cost of any endorsements to the Title Policy required by Buyer or its lender; (ii) all recording costs; (iii) any financing costs; (iv) the cost of the Survey; and (v) one-half (½) of any escrow fee. Each party shall pay its own attorneys’ fees. Any prorations to which Buyer may be entitled by reason of the foregoing shall be credited against the Purchase Price and shall be shown on the Closing Statement. The provisions of this Section shall survive the Closing.

(i) Service Contracts for the Property. Prior to Closing, Buyer shall notify Seller whether or not it desires to continue any or all of the Service Contracts for the Property. If Buyer elects to continue any or all of the Service Contracts, at the Closing, Seller shall use reasonable commercial efforts to assign to Buyer (or cause assignment to Buyer of) such Service Contracts; provided, however, all amounts due thereunder as of Closing shall be paid by Seller

__________________________

1 To confirm change in assessment of the Property in the last two years.


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and all Liabilities arising from any breach or default under such Service Contract relating to facts or circumstances occurring prior to Closing shall remain Seller’s responsibility.

(j) Condemnation and Damage or Destruction. Until the Closing, all risk of any loss or damage to all or a portion of the Property shall be and remain on Seller. In the event any loss or damage shall occur to the Property prior to the Closing by either fire or other casualty, Buyer may, at its option, elect to either: (a) terminate this Agreement upon written notice to Seller, and in such event neither Seller nor Buyer shall have any further obligation, liability or responsibility to each other under this Agreement, or (b) proceed with the transaction contemplated under this Agreement, in which event Seller will assign to Buyer at the Closing all of its right, title and interest to the proceeds of any insurance covering such loss or damage (including any rent loss/business interruption insurance allocable to the period from and after the Closing), and Buyer shall receive a credit against the Purchase Price at the Closing in the amount of any deductible of such insurance that has not been paid by Seller prior to Closing.  

(k) Confidentiality. Seller, Shareholders and Buyer will, prior to the Closing, maintain the confidentiality of this sale and purchase and will not disclose the terms of this Agreement, the existence of this Agreement, of the transactions contemplated herein or any of Seller’s materials related to the Property to any third parties whomsoever unless the other party consents in writing. Notwithstanding the foregoing, any such information and the existence of this Agreement may be disclosed to those employees, agents, advisors, consultants, potential lenders, other representatives of Seller and Buyer and Governmental Authorities (but with respect to Governmental Authorities, only in connection with the assignment of consent orders, decrees, permits, authorizations and other consents, or application therefor, required in connection with the transactions contemplated hereby) who need to know such information in connection with the potential acquisition and disposition of the Property without the other party’s consent.

(l) Further Assurances. The Seller and Buyer shall execute and deliver such further instruments of conveyance and transfer and take such additional actions as Buyer, on the one hand, or a Seller, on the other hand, may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Property (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and such other things necessary, proper or advisable under applicable Law as may reasonably be required to carry out the provisions of this Agreement, the related transactions documents and to consummate the transactions contemplated, and Seller shall execute such documents as may be reasonably necessary to assist Buyer in preserving or perfecting its rights in the Property and its ability to conduct the Business thereon.

(m) Open LUST File. As soon as practicable, but commencing prior to Closing, (i) Seller and Shareholders will take all actions necessary to cause the closure from the Illinois Environmental Protection Agency (or such other governmental authority with jurisdiction) (collectively, “IEPA”) of that certain open LUST file (No. 941345) with respect to the previously removed underground storage tanks at the Property (the “LUST Matter”), and will use their best efforts to obtain such closure within one (1) year of Closing, it being recognized and understood that IEPA closure may be delayed to due to required sampling and analysis that lengthens the IEPA closure timing, or bureaucratic delays which add to or lengthen the IEPA closure timing. Buyer understands, consents and agrees that, notwithstanding the IEPA closure


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of the LUST Matter, hazardous substances will remain and be present at, in, on, upon, under, beneath and/or migrating to or from the Property, and that the IEPA closure of the LUST Matter, as a consequence of the hazardous substances which remain and are present after the IEPA closure of the LUST Matter, may include conditions such as installation, maintenance and inspection of a cap or cover, as well as a recorded notice or restriction against the title of the Property due to and regarding the continued presence of hazardous substances at, in, on, upon, and/or beneath and migrating to or from the Property after the IEPA closure of the LUST Matter.

 

7. Closing Conditions.

(a) The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing:

(i) Representations and Warranties Condition: Each of the representations and warranties contained in Sections 3 and 4 of this Agreement (i) that is qualified as to or by materiality or Material Adverse Effect shall, subject to such qualification be true and correct in all respects at and as of the Closing as if made anew at such time (except to the extent any such representation and warranty expressly relates to an earlier time or date (in which case it shall be true and correct in all respects as of such earlier time or date)) and (ii) that is not qualified as to or by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing as if made anew at such time (except to the extent any such representation and warranty expressly relates to an earlier time or date (in which case it shall be true and correct in all material respects as of such earlier time or date)), in each case, without taking into account any disclosures to Buyer pursuant to Section 6(f).

(ii) Covenants Condition: Seller and the Shareholders shall have performed in all material respects all of the covenants and agreements required to be performed by them hereunder prior to the Closing.

 

(iii) Adverse Claims: No Proceeding shall be pending or to the Seller’s Knowledge overtly threatened by or before any Governmental Authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own or operate the Property, or (iv) result in any material damages being assessed against Seller or the Property; and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect.

(iv) Material Adverse Effect: Since the date hereof, no fact, event or circumstance has occurred or arisen that, individually or in combination with any other fact, event or circumstance, has had or would reasonably be expected to have a Material Adverse Effect.

(v) Closing Certificate. At the Closing, Seller shall have delivered to Buyer a certificate dated the date of the Closing and signed by Seller, stating that the conditions specified in Section 7(a)(i) and Section 7(a)(ii) have been satisfied as of the Closing.


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(vi) Closing Deliveries: Seller shall have delivered the deliverables and consummated the transactions set forth in Section 2.

 

(vii) Merger: Buyer (or its Affiliate) shall have executed and delivered the Merger Agreement and the closing provided for in such Merger Agreement shall have occurred contemporaneously with the Closing contemplated by this Agreement.

(viii) Environmental Condition: The environmental condition of the Property is acceptable to Buyer, including but not limited to a Phase I environmental study.

(ix) Title Condition: Buyer’s satisfaction, in its sole discretion, with the state of title to, and the Survey of, the Property pursuant to Section 6(a), including that all monetary obligation Defects shall be paid in full prior to or simultaneously with Closing.

(x) Buyer Approval: Buyer (and its Affiliate, Red White and Bloom, Inc.) shall have received approval of the transactions contemplated by this Agreement, the Merger Agreement and all of the related transaction documents from the shareholders and applicable governing body of Buyer (and RWB, following consummation of the RTO), if applicable.

(xi) Intercompany Arrangements/Transition Services Agreement: All intercompany/affiliate arrangements providing services, benefits or assets to the Property necessary for the conduct of the Business shall have been addressed in a manner acceptable to Buyer (which may include termination of such arrangements and the direct assignment and transfer of such rights, interests and/or assets to Buyer pursuant to the Pre-Closing Restructuring Transactions (as defined in the Merger Agreement) or the provision of transition services to Buyer after Closing).

 

(xii) Specified Indebtedness. The Specified Indebtedness (as defined in the Merger Agreement) shall have been refinanced or assumed to the satisfaction of Buyer (as contemplated by the Merger Agreement), including receipt of a payoff and lien release from the holder of such Specified Indebtedness with respect to any Liens affecting the Property.

(xiii) Liens. Seller shall have delivered terminations, pay-offs and/or releases, or, at Buyer’s option, assignments, necessary to terminate, release or assign, as the case may be, all Liens on the Property, other than the Permitted Exceptions, satisfactory to Buyer.

(xiv) Access and Indemnity Agreement. If the LUST Matter has not been closed pursuant to Section 6(m) by Closing, the Parties have executed a customary access and indemnity agreement in form reasonably acceptable to the Parties, with respect to Seller’s and Shareholders’ remediation work to be conducted on the Property with respect to the LUST Matter after the Closing pursuant to Section 6(m).

(b) The obligation of Seller and the Shareholders to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing:


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(i) Representations and Warranties Condition: Each of the representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as if made anew at such time (except to the extent any such representation and warranty expressly relates to an earlier time or date (in which case it shall be true and correct in all material respects as of such earlier time or date)), without taking into account any disclosures to Seller pursuant to Section 6(f).

 

(ii) Covenants Condition: Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it hereunder prior to the Closing.

 

(iii) Adverse Claims: No Proceeding shall be pending before any Governmental Authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; and no such injunction, judgment, order, decree or ruling shall be in effect.

(iv) Closing Certificate: At the Closing, Buyer shall have delivered to Seller a certificate dated the date of the Closing and signed by an authorized officer of Buyer, stating that the conditions specified in Section 7(b)(i) and Section 7(b)(ii) above have been satisfied.

(v) Merger: The closing provided for in the Merger Agreement shall have occurred contemporaneously with the Closing contemplated by this Agreement.

(vi) Closing Deliveries: Buyer shall have delivered the deliverables and consummated the transactions set forth in Section 2.

(c) Mutual Conditions to the Parties’ Obligations. The obligation of the parties to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing:

(i) Governmental and Other Approval Condition: Receipt of all governmental and regulatory consents, approvals, licenses and authorizations (including, from the State of Delaware, the State of Illinois, or any municipalities and expiration of any applicable waiting periods) that are necessary for (i) the consummation of the transactions contemplated at the Closing hereby and (ii) Buyer to own and operate the Property following the Closing as proposed to be conducted (including, the right to use any Permits), in each case, in form and substance satisfactory to Buyer.

(ii) RTO Completion: The completion of the reverse takeover transaction currently proposed between Buyer and Tidal Royalty Corp. pursuant to that Business Combination Agreement dated as May 8, 2019 (the “RTO”) and subsequent assignment by Buyer of this Agreement to Red White & Bloom Inc. (the resulting issuer in the RTO) (“RWB”).


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Any condition specified in this clause (c) may be waived if such waiver is set forth in a writing duly executed by Buyer, Seller and Shareholders.

8. Termination. This Agreement may be terminated at any time prior to the Closing only as follows:

(a)  By the mutual written consent of Buyr, on the one hand, and Seller, on the other hand;

 

(b)  By the Buyer if (i) at any time any of the representations or warranties of the Seller or Shareholders in this Agreement becomes untrue or inaccurate such that the condition set forth in Section 7(a)(a) would not be satisfied (treating such time as if it were the Closing for purposes of applying this Section 8(b)) or (ii) there has been a breach on the part of Seller or the Shareholders of any of their covenants or agreements contained in this Agreement such that the condition set forth in Section 7(a)(ii) would not be satisfied (treating such time as if it were the Closing for purposes of applying this Section 8(b)), and, in the case of any covenant breach, such breach (if curable) has not been cured within fifteen (15) days after delivery of notice thereof by Buyer to Seller; or (iii) a condition set forth in Section 7(a) is not, or becomes incapable of being, satisfied; or

 

(c) By Seller and Shareholders if (i) at any time any of the representations or warranties of Buyer in this Agreement becomes untrue or inaccurate such that the condition set forth in Section 7(b)(i) would not be satisfied (treating such time as if it were the Closing for purposes of applying this Section 8(c)) or (ii) there has been a breach on the part of Buyer of any of its covenants or agreements contained in this Agreement such that the condition set forth in Section 7(b)(ii) would not be satisfied (treating such time as if it were the Closing for purposes of applying this Section 8(c)), and, in the case of any covenant breach, such breach (if curable) has not been cured within fifteen (15) days after delivery of notice thereof by Seller to Buyer; or

(iii) a condition set forth in Section 7(b) is not, or becomes incapable of being, satisfied; or

(d) By either Buyer or Seller, on thirty (30) days’ prior written notice to the other party, if the transactions contemplated hereby have not been consummated by October 31, 2019; or

(e) As otherwise expressly set forth in any other provision in this Agreement.

9. Effect of Termination. In the event of termination of this Agreement as provided above, this Agreement shall immediately terminate and have no further force and effect, except that (a) Section 6(k), this Section 9 and Sections 13-30 shall survive such termination indefinitely and (b) nothing in Section 8 or this Section 9 shall be deemed to release any party from any Liability for any breach by such party of the terms and provisions of this Agreement.  In the event of the Merger Agreement is terminated in accordance with its terms, the parties agree that this Agreement shall automatically terminate concurrently therewith without any further action by either party.

10. Indemnification.


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(a) Indemnification by the Seller and Shareholders. Subject to the limitations and conditions contained in this Section 10, Seller and the Shareholders agree to jointly and severally indemnify, defend and hold harmless Buyer and its respective Affiliates and each of their respective officers, directors, employees, agents, and representatives (each, a “Buyer Indemnified Party”), from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for, any and all Liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, diminution in value, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, costs, expenses, interest, fines, penalties, damages or costs, or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including, without limitation, reasonable fees and expenses of attorneys, accountants and other experts) (individually, a “Loss” and collectively, the “Losses”) sustained or incurred by any Buyer Indemnified Party relating to, resulting from or arising out of any of the following:

(i) any inaccuracy in or breach of a representation or warranty made herein or in the related transaction documents by Seller or a Shareholder;

(ii) any non-compliance with or breach by Seller or a Shareholder of any of the covenants or agreements contained in this Agreement or the related transaction documents to be performed by such party, including, but not limited to, such covenants and agreements set forth in Section 10 hereunder;

 

(iii) all Taxes (i) imposed on Seller or Shareholders, (ii) relating to the Property for any pre-Closing Tax period; or (iii) of any Person (including any Liability for Taxes of Seller or Shareholders) imposed on Buyer as a transferee or successor, by Contract or pursuant to Law, which Taxes relate to an event or transaction occurring before the Closing;

(iv) any Indebtedness of Seller or Shareholders (excluding the assumption/refinancing of the Specified Indebtedness as contemplated herein);

(v) any Seller Transaction Expenses;

(vi) any Excluded Liabilities;

 

(vii) any of the items set forth on Schedule 10(a)(vii)2; and

(viii) any environmental conditions at, under or on the Property existing prior to Closing regardless of whether such conditions are actually discovered prior to the Closing (“Environmental Conditions”); provided, however, this subparagraph (h) shall not apply to any such condition discovered through laboratory analysis of environmental media (soil or groundwater) sampling conducted by or on behalf of a Buyer Indemnified Party after the Closing, except to the extent such sampling was either (A) required by a Governmental Authority pursuant to Law, (B) conducted as part of an investigation of the 10,000 gallon underground storage tank or the 12,000 gallon underground storage tank, in the event either such tank has failed any mechanical or physical testing of the integrity of the UST system, including, but not limited to, hydrostatic testing or European suction testing (and such failure is not due to

____________________________

2 To contain similar specific indemnities as the Merger Agreement Schedule 10.1(g)


19


Buyer’s negligence or willful misconduct) or (C) conducted as part of and to advance the IEPA closure of the LUST Matter in the event Buyer reasonably determines that Seller has failed and/or refused to diligently pursue IEPA closure of the LUST Matter (the “Environmental Indemnity”). Except for the specific indemnities set forth on Schedule 10(a)(vii), this Environmental Indemnity shall be Seller’s and Shareholders’ exclusive indemnification obligation to Buyer Indemnified Parties with respect to Environmental Conditions

(b) Indemnification by Buyer. Subject to the limitations and conditions contained in this Section 10, Buyer agrees to indemnify, defend and hold harmless the Seller and the Shareholders, and each of their respective officers, directors, employees, agents, representatives, successors and assigns (each, a “Seller Indemnified Party”) harmless from and against, and to promptly pay to a Seller Indemnified Party or reimburse a Seller Indemnified Party for, any and all Losses sustained or incurred by a Seller Indemnified Party relating to, resulting from or arising out of any non-compliance with or breach by Buyer of any of the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by Buyer, including, but not limited to, such covenants and agreements set forth in Section 10 hereunder.

(c) Indemnification Procedure. The indemnification procedures set forth in Section 10.3, 10.4 and 10.5 of the Merger Agreement are hereby incorporated by reference into this Agreement and shall fully apply to this Agreement.

 

(d) Survival. All representations and warranties contained in Sections 3, 4 and 5 shall survive the Closing for a period ending eighteen (18) months from the Closing Date, except that: (i) the representations and warranties set forth in Sections 3(a)(i) (Authority), 3(a)(ii) (Noncontravention), 3(a)(iv) (Broker Fees) and Sections 4(a)(i) (Authority), 4(a)(ii) (Organization and Qualification of Seller), 4(a)(iii) (Noncontravention), 4(a)(iv) (Title to Property), 4(a)(vi) (Tax Matters), 4(a)(xiii) (Broker Fees), 5(a) (Authority) and 5(b) (Authorization) (collectively, the “Fundamental Representations”), shall survive the Closing for the maximum period permitted by Law (including Del. C. 8106(c)) and (ii) all representations or warranties in Sections 3, 4 and 5 shall survive beyond the applicable period with respect to any inaccuracy therein or breach thereof, provided notice of which shall have been duly given within such applicable period in accordance with Section 10 hereof. Notwithstanding the foregoing, except as otherwise expressly provided herein, the covenants and agreements of the Seller, Shareholders and Buyer contained herein shall survive the Closing for the periods set forth therein or, if no such period is set forth, for the maximum period permitted by Law (including Del. C. 8106(c)). For the avoidance of doubt, Seller’s and Shareholders’ indemnification obligations under Section 10(a)(vi) (Excluded Liabilities) shall survive Closing for a period ending eighteen (18) months from the Closing Date and Seller’s and Shareholders’ indemnification obligations under Section 10(a)(viii) (Environmental Conditions) shall survive the Closing for a period of thirty-six (36) months from the Closing Date. Any claims asserted in writing by notice from a Buyer Indemnified Party prior to the expiration date of a survival period shall not thereafter be barred by the expiration of the relevant survival period and such claims shall survive until finally resolved.

(e) Certain Limitations and Exceptions. Notwithstanding the foregoing:


20


 

(i) The Buyer Indemnified Parties shall not be entitled to recover under the provisions of this Section 10 for any inaccuracy in or breach of a representation or warranty pursuant to Sections 10(a)(i), until the aggregate amount which all Buyer Indemnified Parties would be entitled to recover on account thereof, but for this Section 10(e)(i), exceeds $500,000 in the aggregate (when combined with such amounts the buyer indemnified parties under the Merger Agreement would be entitled to recover pursuant to Section 10.1(a) of the Merger Agreement) (the “Basket”), in which event the Buyer Indemnified Parties shall be entitled to recover for all such Losses (and not merely the portion of the Losses exceeding the Basket); provided however, that the Basket shall not apply to (A) recovery for an inaccuracy in or breach of any Fundamental Representation; (B) recovery for any amounts in connection with any action or claim based upon Fraud; or (C) any claims pursuant to Sections 10(a)(ii) through (viii).

(ii) The Buyer Indemnified Parties shall not be entitled to recover Losses under the provisions of this Section 10 for inaccuracy in or breach of a representation or warranty pursuant to Sections 10(a)(i) (when combined with such indemnification amounts paid by the sellers under the Merger Agreement pursuant to Section 10.1(a) of the Merger Agreement) in excess of the Cap; provided however, that the Cap shall not apply to (A) recovery for an inaccuracy in or breach of any Fundamental Representation; (B) recovery for any amounts in connection with any action or claim based upon Fraud; or (C) any claims pursuant to Sections 10(a)(ii) through (viii).

 

(iii) The Buyer Indemnified Parties shall not be entitled to recover Losses under the provisions of this Section 10 for Environmental Conditions pursuant to Section 10(a)(viii) and the specific environmental indemnity on Schedule 10(a)(vii) (when combined with such indemnification amounts paid by the sellers under the Merger Agreement pursuant to Section 10.1(h) and Section 10.1(g) of the Merger Agreement) in excess of $50,000,000 (“Environmental Cap”).

(iv) The Buyer Indemnified Parties shall not be entitled to recover under the provisions of this Section 10 to the extent the Losses relating to the matter were included as a Liability in the calculation of the Final Net Working Capital under the Merger Agreement.

(v) Payments by an Indemnifying Party pursuant to Section 10(a) or 10(b) in respect of any Loss shall be (i) reduced by the amount of any net Tax benefit actually realized by the Indemnified Parties in connection with the Loss and (ii) increased by the amount of any Tax imposed on receipt of such indemnity payment (which for purposes of clarity takes into account any Tax detriment to such Indemnified Party).

(vi) For purposes of determining whether any Loss has occurred, or calculating any Losses arising, directly or indirectly, from or in connection with a breach of a representation, warranty, covenant or agreement, all references to “material,” “materiality,” “in all material respects,” “Material Adverse Effect” or similar phrases or qualifiers contained in such representations and warranties shall be disregarded.


21


 

(f) Manner of Payment. The manner of payment set forth in Section 10.8 of the Merger Agreement is hereby incorporated by reference into this Agreement and shall fully apply to this Agreement, mutatis mutandis.

(g) Allocation of Indemnification Payments. The parties hereto agree that any indemnification payment pursuant to this Agreement shall, to the extent permitted by applicable law, be treated as an adjustment to the Purchase Price for Tax purposes.

(h) Special Rule for Fraud. Notwithstanding anything herein to the contrary, in no event shall any limit or restriction on any rights or remedies set forth in this Agreement limit or restrict the rights or remedies of any party for the Fraud by any other party or any Affiliate or representative of such other party.

(i) Specific Performance. Seller and Shareholders acknowledge that the Property is unique and recognizes and affirms that in the event of a breach of this Agreement by Seller and/or Shareholders, money damages may be inadequate and Buyer may have no adequate remedy at law. Accordingly, Seller and Shareholders agree that Buyer shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and the obligations of the Seller and Shareholders hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief. If any such action is brought by Buyer to enforce this Agreement, Seller and Shareholders hereby waive the defense that there is an adequate remedy at law.

 

11.  Definitions.  For the purposes hereof, the following terms have the meanings set forth below: 

 

(a)  “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities or otherwise.

 

(b) “Buyer Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Buyer (or RWB, following consummation of the RTO), or (b) the ability of Buyer (or RWB, following consummation of the RTO) to consummate the transactions contemplated hereby; provided, however, that “Buyer Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which Buyer (or RWB) operates; (iii) any changes or fluctuations in the price of RWB Stock; (iii) any other changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement; (vi) any changes in applicable Laws or accounting rules, including GAAP; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement.

(c) “Cap” has such meaning as defined in the Merger Agreement.


22


 

(d) “Charter Documents” means any corporate, partnership or limited liability organizational documents, including, but not limited to, Certificates or Articles of Incorporation, By-laws and Certificates of Existence, as applicable.

(a) “Environmental Laws” means, whenever in effect, all federal, state, local and foreign Laws, including statutes, regulations, ordinances, rules, directives, orders, decrees and other provisions or common law having the force or effect of law, and all judicial and administrative orders and determinations that are binding upon Seller or the Property concerning pollution or protection of the environment, including all those relating to the generation, handling, transportation, treatment, storage, disposal, distribution, labeling, discharge, release, threatened release, control, or cleanup of any hazardous substances. By way of example and not limitation, the term “Environmental Laws” shall include (as may be amended from time to time prior to the Closing Date) the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Oil Pollution Act, the Endangered Species Act, the Safe Drinking Water Act, the Solid Waste Disposal Act, the Emergency Planning and Community Right to Know Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Clean Air Act and all regulations under such statutes.

(b) “Excluded Liabilities” means all Liabilities relating to, based upon or arising from the Property, that arise, or relate to events or circumstances that occur, on or prior to the Closing regardless of whether such Liabilities are actually discovered or incurred prior to the Closing, but specifically excludes Environmental Conditions.

(c) “Laws” means all statutes, laws, codes, ordinances, regulations, rules, orders, judgments, writs, injunctions, acts or decrees of any Governmental Authority, including common law.

(d) “Liability” means any obligation or liability, whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, fixed or unfixed, and regardless of when or by whom asserted.

(e) “Lien” or “Liens” means any mortgages, pledges, security interests, deeds of trust, liens, charges, options, conditional sales contracts, claims, covenants, easements, rights of way, title defects, restrictions on use, voting, transfer, receipt of income, or the right to exercise any other attribute of ownership, or other encumbrances of any nature whatsoever.

(f) “Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could be reasonably expected to become, individually or in the aggregate, material adverse to (a) the Property, (b) the business, results of operations, condition (financial or otherwise) or assets of Seller, or (b) the ability of the Seller or Shareholders to consummate the transactions contemplated hereby on a timely basis.

 

(g) “Permitted Exceptions” means (i) zoning ordinances and regulations; (ii) real estate taxes and assessments, both general and special, which are a lien but are not yet due and payable at the Closing Date; (iii) easements, conditions, restrictions and covenants of record relating to the Property not objected to by Buyer pursuant to Section 6(a) hereof; and (iv)


23


 

the rights of the public in and to any roadways or highways within the legal description of the Property.

 

(h) “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated association, corporation, entity or government (whether Federal, state, county, city or otherwise, including, without limitation, any instrumentality, division, agency or department thereof).

(i) “Proceeding” means any action, arbitration, audit, claim, dispute, hearing, investigation, litigation, order or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

 

(j)  “Seller Party” means Seller, each Shareholder and any of their respective Affiliates.

(k)  “Seller Transaction Expenses” means (without duplication) to the extent not paid before the Closing, the collective amount payable by Seller or the Shareholders (i) to accountants, lawyers, advisors, brokers and other third parties, arising in connection with the sale of Property, and (ii) in respect of any fees and expenses associated with obtaining necessary or appropriate waivers, consents or approvals of any Governmental Authority or other third-party, including change of control or transfer payments.

 

(l) “Survey” means a certified ALTA survey of the Property containing such detail as Buyer shall require in its reasonable commercial judgment, certified to Buyer, Seller, the Title Company and, if applicable, such lending institution or institutions as Buyer shall desire, all to the extent Buyer elects to obtain such a survey.

(m) “Tax” or “Taxes” means any and all federal, state, local and non-U.S. taxes, however denominated, the Liability for which is imposed by law, contractual agreement or otherwise, which taxes shall include, but not be limited to, all net income, gross income, gross receipts, franchise, excise, occupation, estimated, alternative minimum, add on minimum, premium, windfall profit, profits, gains, net worth, paid up capital, capital stock, greenmail, sales, use, ad valorem, value added, retailers’ occupation, stamp, natural resources, environmental, real property, personal property, custom, duty, transfer, recording, escheat or unclaimed property, registration, documentation, leasing, insurance, social security, employment, severance, workers’ compensation, impact, hospital, health, unemployment, disability, payroll, license, service, service use, employee or other withholding, or other tax or governmental charge, of any kind whatsoever, whether disputed or not, including any interest, penalties, fees, charges, levies, assessments, duties, tariffs, imposts or additions to Tax that may become payable in respect thereof, and any Liability in respect of such amounts arising as a result of being a member of any affiliated, consolidated, combined, unitary or similar group, as a successor to or transferee of another person or by contract.

(n) “Title Company” means such title company selected by Buyer and mutually agreeable to the parties.


24


12. Notices, Consents, Etc. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, sent by fax or email (with hard copy to follow) or sent by reputable overnight express courier (charges prepaid), or (ii) three (3) calendar days following mailing by certified or registered mail, postage prepaid and return receipt requested. Such notices, demands and other communications shall be sent to the addresses indicated below or such other address or to the attention of such other person as the recipient has indicated by prior written notice to the sending party in accordance with this Section 13:

(i) If to Seller/Shareholders:

[●]

[●]

[●]

Attention: [●]

Email: [●]

with a copy to:

Reinhart Boerner Van Deuren s.c.

1000 North Water Street, Suite 1700

Milwaukee, Wisconsin  53202

Attention: Lucien Beaudry

Email:   (REDACTED)

 

(iI) If to Buyer:

__________________________________

__________________________________

__________________________________

Attention:

Email:

 

13. Public Announcements. Unless required by Law (including in connection with the filing of any Tax return), the Seller, Shareholders and their Affiliates shall not make any public announcement or filing with respect to the transactions provided for herein without the prior consent of Buyer; provided, however, that no such press, news or other public release or announcement shall refer to the purchase price or other material economic terms of the transactions contemplated hereby without the prior written approval of Buyer and Seller. Notwithstanding the foregoing, Buyer shall be allowed to disclose the terms of this Agreement and the transactions contemplated hereby (i) to Buyer’s representatives and employees of Buyer or its Affiliates, (ii) in connection with summary information about Buyer or Buyer’s Affiliates financial condition, (iii) to any of Buyer’s Affiliates, auditors, attorneys, financing sources, potential investors or other agents, (iv) to any bona fide prospective purchaser of the equity or assets of Buyer or its Affiliates and (v) as required to be disclosed by order of a court of


25


 

competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation.

 

14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law or rule in any jurisdiction, in any respect, such invalidity shall not affect the validity, legality and enforceability of any other provision or any other jurisdiction and, the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby, all of which shall remain in full force and effect, and the affected term or provision shall be modified to the minimum extent permitted by Law so as to achieve most fully the intention of this Agreement.

15. Amendment and Waiver. This Agreement may be amended, or any provision of this Agreement may be waived upon the approval, in a writing, executed by Buyer, Seller and the Shareholders. No course of dealing between or among the parties hereto shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any such party under or by reason of this Agreement. A waiver by any party of any term or condition of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for any other instance in the future (whether similar or dissimilar) or of any subsequent breach hereof.

16. Counterparts. This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages or signature pages delivery by electronic transmission in portable document format (pdf)), all of which taken together shall constitute one and the same instrument. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

17. Expenses. Except as otherwise specifically provided herein, each of the parties shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement.  

18. Headings. The subject headings of Articles and Sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

 

19. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by any Seller, without the prior written consent of Buyer, and neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by Buyer without the prior written consent of Seller, except that Buyer may assign or convey its rights under this Agreement (a) to RWB following consummation of the RTO, (b) to any existing Affiliate of Buyer or newly formed Affiliate real estate holding company, (c) in connection with


26


 

a merger or consolidation involving Buyer or in connection with a sale of any equity interests or assets of Buyer or its Affiliates or other disposition of all or any portion of the Business, or (d) to lenders of Buyer or its Affiliates as collateral security for borrowings, at any time whether prior to or following the Closing Date; and in each such case Buyer will nonetheless remain liable for all of its obligations hereunder.

 

20. Entire Agreement. This Agreement, the Preamble and the Exhibits and Schedules attached to this Agreement (all of which shall be deemed incorporated in the Agreement and made a part hereof), along with the Merger Agreement, set forth the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings or letters of intent among any of the parties hereto.

21. Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the parties to this Agreement and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement (other than in respect of the Indemnified Parties pursuant to Section 10).

22. Interpretative Matters. Unless the context otherwise requires, (a) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (d) all references to “dollars” or “$” are to United States dollars and (e) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” In addition, nothing in the Schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself).  The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached (or is not otherwise entitled to indemnification with respect thereto) shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant (or is otherwise entitled to indemnification pursuant to a different provision).

 

23. Knowledge. Where any representation or warranty contained in this Agreement is expressly qualified by reference “to the knowledge of Seller,” “Seller’s Knowledge,” or any similar term, it refers to the actual knowledge of Seller, Seller Party and Anne Hyde, Bruce Daniel, and Johannes Pieterse, and all knowledge that such listed persons should have assuming such persons have conducted a reasonable inquiry or investigation regarding the subject matter at issue, including inquiring of those employees of Seller and any Seller Party occupying or using


27


 

the Property whose duties would, in the normal course of Seller’s or such Seller Party’s affairs, result in such employees having actual knowledge concerning such subject, area or aspect.

 

24. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

25. Jurisdiction and Governing Law. This Agreement and any claim, controversy, dispute, or cause of action (whether in contract, equity, tort, or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law, provided, however, that any claim, controversy, dispute, or cause of action based upon, arising out of, or relating to the transfer of ownership of any interest in the Property shall be governed by and construed in accordance with the laws of the state where the Property is located, without regard to principles of conflicts of law. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts located in the State of Delaware or in the state where the Property is located (as applicable), in respect of any claim relating to the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, or otherwise in respect of the transactions contemplated hereby and thereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding in which any such claim is made that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts.

26. Service of Process. Each of the parties hereto irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 25 hereof in any such action or proceeding by giving copies thereof by hand delivery of air courier to his, her or its address as specified in or pursuant to Section 12 hereof. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

27. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES (TO THE FULLEST EXTENT PERMITTED BY LAW) ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

 

28. Schedules. The disclosure of any facts or items in the Schedules accompanying this Agreement is not intended to imply that such items so included are or are not material, or that the occurrence or existence of any such violation, inaccuracy, breach, default, failure to comply, change in circumstances, loss, effect, fact, agreement arrangement, commitment,


28


 

understanding or obligation, as a result of the occurrence or existence thereof, would individually or collectively, result in a Material Adverse Effect. The disclosure of any fact or item in the Schedules with respect to a particular paragraph or section of the Agreement shall be deemed to be disclosed with respect to such other paragraph or section of the Agreement to which an appropriate cross reference is made to another Schedule or to the extent it is reasonably apparent on its face that such disclosure is also applicable to any other paragraph or section of the Agreement. Each agreement, instrument and document described herein is incorporated herein by reference. All capitalized terms used in the Schedules and not otherwise defined in the Schedules will have the meanings assigned to them in this Agreement.

 

29. Consent and Waiver. By executing and delivering this Agreement, the Shareholders consent to the sale of the Property as contemplated by this Agreement.

 

 

[SIGNATURES TO FOLLOW]


29


The undersigned have executed this Real Estate Purchase Agreement as of the date first above written. 

 

 

 

 

SELLER:

 

VW PROPERTIES. INC.

 

 

By: _______________________

   Name:

   Title:

 

 

BUYER:

 

[_______________________________]

 

 

By: _______________________

   Name:

   Title:

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Real Estate Purchase Agreement



 

 

SHAREHOLDERS:

 

____________________________________

Arthur VanWingerden

 

 

____________________________________

Ken VanWingerden

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Real Estate Purchase Agreement



 

EXHIBIT A

DESCSRIPTION OF THE PROPERTY

 

[INSERT LEGAL DESCRIPTION]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A-1



 

 

DISCLOSURE SCHEDULES

to the

AGREEMENT AND PLAN OF MERGER

by and among

MICHICANN MEDICAL INC.,

MID-AMERICAN GROWERS, INC.,

RWB ACQUISITION SUB, INC.,

and THE SELLERS PARTY THERETO

October 9, 2019



 

GENERAL STATEMENT

These disclosure schedules (each a “Schedule” and collectively, the “Schedules”) are delivered pursuant to and concurrently with the Agreement and Plan of Merger (the “Agreement”) dated as of October 9, 2019, by and among Mid-American Growers, Inc., a Delaware corporation (the “Company”), Michicann Medical Inc., a Michigan corporation (“Buyer”), RWB Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Merger Sub”), and each of Arthur VanWingerden and Ken VanWingerden (each a “Seller” and together, the “Sellers”).

Headings have been inserted for convenience of reference only and shall in no way have the effect of amending or changing the express description of the corresponding sections as set forth in the Agreement. Capitalized terms used but otherwise not defined in the Schedules have the meanings set forth in the Agreement.

All information contained in the Schedules is confidential information and may not be disclosed unless (i) such information is required to be disclosed pursuant to applicable Law (unless such Law permits the parties to refrain from disclosing the information for confidentiality or other purposes), such information was or becomes known to the recipient thereof without reference to or use of the Schedules, or (ii) a party needs to disclose such information in order to enforce or exercise its rights under the Agreement or to a lender or financier or purchaser of assets.    



 

INDEX TO DISCLOSURE SCHEDULE

 

Picture 1 



 

Schedule 2.2

Closing Distributions and Payments

 

 

Payee

Address

Wire Transfer Instructions

Arthur VanWingerden

(REDACTED)

(REDACTED)

Kenneth VanWingerden

(REDACTED)

(REDACTED)



 

Schedule 2.6(g)

 

Third Party Cnsents

 

1. Consent to the Agreement and all transactions contemplated thereby from AG Credit Agricultural Association (“AG Credit”) in connection with the Amended and Restated Credit Agreement, dated December 13, 2017, by and among AG Credit, the Company, Color Point, LLC (“Color Point”), VW Properties, LLC (“VWP”) and Mid-American Trucking, Inc. (together with all other instruments and documents executed in connection therewith, collectively, the “AG Credit Facility”). 



 

Schedule 3.2

 

Title to Company Capital Stock

 

Seller

Shares

Certificate Number

Arthur VanWingerden

125

143

Kenneth VanWingerden

125

142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6



 

Schedule 3.3

 

Noncontravention

 

 

1.  The AG Credit Facility. All Liens under the AG Credit Facility on the Company, its assets or properties (including the Owned Real Property and Leased Real Property), or affecting Company Capital Stock, will be released at or prior to Closing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7



Schedule 4.2

Organization and Qualification of the Company

1. Iowa

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8



 

Schedule 4.3

 

Noncontravention

 

 

1. The AG Credit Facility. All Liens under the AG Credit Facility on the Company, its assets, stock or properties (including the Owned Real Property and the Leased Real Property), or affecting Company Capital Stock, will be released at or prior to Closing.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9



 

Schedule 4.4

 

Capitalization; Title to Company Capital Stock

 

 

Shareholder

Address

Shares Owned

Art VanWingerden

(REDACTED)

125

Ken VanWingerden

(REDACTED)

125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10



 

Schedule 4.5

 

Absence of Certain Developments

1In connection with the transactions contemplated by the Agreement, the Contributed Entities have ceased conducting business as a grower of various decorative and ornamental plants for retailers as historically operated by the Contributed Entities. In connection with such action, the Contributed Entities have terminated related customer and supplier relationships. There are no outstanding contractual liabilities related to the termination of such relationships.  

2See attached listing of assets transferred to Color Point.  

3See attached listing of salary increases for Company employees.  

4Pursuant to a letter agreement dated as of October 9, 2019 between the Company and Color Point, the Company and Color Point memorialized an agreement pursuant to which (a) Color Point has made, and will continue to make, advancements to the Company to fund Company operations and (b) the Company will repay such advancements to Color Point by December 31, 2019.   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11



 

Picture 2 



Picture 3 



Picture 4 



Picture 5 



Picture 6 



 

Schedule 4.6

Compliance with Applicable Laws

1Joe Cerri was terminated following an altercation in the greenhouse with his manager Brent Troost.  Cerri threatened that he would physically harm Troost, because Troost asked Cerri to complete a project.  Cerri subsequently filed a complaint with the EEOC claiming age discrimination and claimed his duties were changed because of his age. Cerri’s claims were investigated by the EEOC and the Illinois Human Rights Commission and no probable cause was found.  Cerri retained legal counsel to attempt to reopen his case with the Illinois Human Rights Commission, which declined the case a second time (the “Cerri Matter”). For the avoidance of doubt, any Liabilities relating to the Cerri Matter shall be Excluded Liabilities.  

2In March 2019, the Company notified the Illinois Environmental Protection Agency that the Company failed to comply with Condition 19f of its Federally Enforceable Operating Permit No. 07020030 (the “FESOP”) by failing to conduct a required biennial “tune up” of its wood fired boilers within 25 months after the prior tune up (the “FESOP Deviation”). The Company does not anticipate any fines, penalties or other enforcement action arising from the FESOP deviation.  For the avoidance of doubt, any Liabilities relating to the FESOP Deviation shall be an Environmental Condition covered by the Environmental Indemnity.   

3The Company received a Notice of Violation dated September 17, 2019 from the Office of the Illinois State Fire Marshal. For the avoidance of doubt, any Liabilities relating to the violations shall be covered by the specific indemnity on Schedule 10.1(g).  

4The Company failed to submit documentation of a site investigation remediation report (identified as LPC #1550055001 – Putnam County) as required by the Illinois Environmental Protection Agency (the “IL EPA Violation”). For the avoidance of doubt, any Liabilities relating to the IL EPA Violation shall be covered by the specific indemnity on Schedule 10.1(g).  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12



Schedule 4.7 Financial Statements

 

 

1.See attached.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13



 

Mid American Growers, Inc

Balance Sheet as of December 31, 2018

Unaudited

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

Cash

 

 

$                300,798

Accounts Receivable

 

 

1,280,885

Inventory

 

 

6,943,846

 

 

 

8,525,529

Fixed Assets

 

 

 

Property and Equipment

 

 

110,438,379

Accumulated Depreciation

 

(68,164,061)

 

 

 

 

 

 

 

42,274,318

Other Assets

 

 

 

Due from Related Parties

 

 

214,308

Loan Acquisition Expense

 

 

Natural Gas Pipeline Deposit

 

 

Other Assets

 

 

 

 

 

 

 

Total Other Assets

 

 

214,308

 

 

 

 

Total Assets

 

 

$          51,014,155

 

 

 

 

LIABILITIES AND CAPITAL

 

 

 

 

 

 

 

Current Liabilities

 

 

 

Accounts Payable - Trade

 

 

$                  (1,595)

Intercompany Transfers

 

 

(777,440)

Accured Expenses

 

 

220,876

Deferred Revenue

 

 

-

N/P - Lines of Credit

 

 

 

N/P - Current Portion ( Primary

 

1,207,671

N/P - Current Portion ( Oth)

 

 

 

 

 

649,512

Long-TermLiabilites

 

 

 

LT N/P-Net Current Ptn (Prim)

 

10,417,893

LT N/P-Net Current Ptn (Oth)

 

-

 

 

 

 

Total Liabilities

 

 

$          11,067,405

 

 

 

 

Capital

 

 

 

Units of Capital

 

 

2,500

Treasury Stock

 

 

(321,825)

Accumulated Earnings (Deficit)

 

41,794,951

Current Year Net Income

 

 

(1,528,876)

 

 

 

 

Total Capital

 

 

$          39,946,750

 

 

 

 

Total Liabilities & Capital

 

 

$          51,014,155



 

Mid American Growers, Inc.

Income Statement for the Period Ending December 31, 2018

Unaudited

 

 

 

 

Sales

 

 

 

Gross Sales

 

 

41,459,826

Sales Returns & Allowances

 

 

(399,437)

 

 

 

 

Total Revenue

 

 

$        41,060,389

 

 

 

 

Cost of Goods Sold

 

 

 

Direct Materials

 

 

11,631,849

Indirect Materials

 

 

4,914,047

Labour

 

 

8,336,378

Applied/Relieved Overhead

 

 

2,158,597

 

 

 

 

Gross Margin

 

 

$        14,019,518

 

 

 

 

Production Overhead

 

 

2,815,578

Shippping and Delivery

 

 

4,647,189

 

 

 

 

Gross Profit

 

 

$          6,556,751

 

 

 

 

Expenses

 

 

 

Sales and Marketing Expense

 

 

775,212

General and Administrative

 

 

2,629,912

 

 

 

 

EBITDA

 

 

$          3,151,627

 

 

 

 

Depreciation, Interest and Tax

 

 

 

Depreciation and Amortization

 

 

4,222,452

Interest Expense

 

 

442,351

Income Tax Expense

 

 

4,916

 

 

 

 

Net Income from Operations

 

 

(1,518,092)

 

 

 

 

Other Income & Expense

 

 

 

Disposal of Fixed Assets

 

 

23,362

Disconts Taken

 

 

-

Interest Income

 

 

(8)

Charitable Giving

 

 

1,350

Finance Charges

 

 

 

Miscellaneous Income

 

 

(13,920)

 

 

 

 

Net Income ( Loss)

 

 

$        (1,528,876)



 

Mid American Growers, Inc

Balance Sheet as of August 31, 2019

Unaudited

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

Cash

 

 

$                   204,725

Accounts Receivable

 

 

1,704,884

Inventory

 

 

5,552,341

 

 

 

 

 

 

 

7,461,950

Fixed Assets

 

 

 

Property and Equipment

 

 

104,563,159

Accumulated Depreciation

 

 

(65,158,220)

 

 

 

 

 

 

 

39,404,939

 

 

 

 

Other Assets

 

 

 

Due from Related Parties

 

 

9,669,937

Other Assets

 

 

-

 

 

 

 

Total Other Assets

 

 

9,669,937

 

 

 

 

Total Assets

 

 

$             59,536,826

 

 

 

 

LIABILITIES AND CAPITAL

 

 

 

 

 

 

 

Current Liabilities

 

 

 

Accounts Payable - Trade

 

 

$               2,204,927

Intercompany Transfers

 

 

(714,302)

Accured Expenses

 

 

125,552

N/P - Current Portion ( Primary

 

297,006

N/P - Current Portion ( Oth)

 

 

-

 

 

 

1,913,183

Long-TermLiabilites

 

 

 

LT N/P-Net Current Ptn (Prim)

 

 

10,169,465

Distribution Payable MAG

 

 

5,248,215

 

 

 

 

Total Liabilities

 

 

$             17,330,863

 

 

 

 

Capital

 

 

 

Units of Capital

 

 

2,500

Treasury Stock

 

 

(321,825)

Accumulated Earnings (Deficit)

 

34,446,614

Current Year Net Income

 

 

5,078,674

 

 

 

 

Total Capital

 

 

$             39,205,963

 

 

 

 

Total Liabilities & Capital

 

 

$             56,536,826



 

Mid American Growers, Inc.

Income Statement for the Period Ending August 31, 2019

Unaudited

 

 

 

 

Sales

 

 

 

Gross Sales

 

 

36,998,783

Sales Returns & Allowances

 

 

(904,670)

 

 

 

 

Total Revenue

 

 

$       36,094,113

 

 

 

 

Cost of Goods Sold

 

 

 

Direct Materials

 

 

11,078,040

Indirect Materials

 

 

3,004,377

Labour

 

 

6,636,691

Applied/Relieved Overhead

 

 

(1,688,311)

 

 

 

 

Gross Margin

 

 

$       17,063,316

 

 

 

 

Production Overhead

 

 

2,099,598

Shippping and Delivery

 

 

3,506,353

 

 

 

 

Gross Profit

 

 

$       11,457,365

 

 

 

 

Expenses

 

 

 

Sales and Marketing Expense

 

 

566,812

General and Administrative

 

 

2,757,233

 

 

 

 

EBITDA

 

 

$          8,133,320

 

 

 

 

Depreciation, Interest and Tax

 

 

Depreciation and Amortization

 

2,640,017

Interest Expense

 

 

298,385

Income Tax Expense

 

 

-

 

 

 

 

Net Income from Operations

 

 

5,194,918

 

 

 

 

Other Income & Expense

 

 

 

Disposal of Fixed Assets

 

 

1,480,630

Disconts Taken

 

 

-

Interest Income

 

 

-

Charitable Giving

 

 

-

Finance Charges

 

 

-

Miscellaneous Income

 

 

(1,364,386)

 

 

 

 

Net Income ( Loss)

 

 

$          5,078,674



Schedule 4.7(e)

Indebtedness

1The indebtedness owing by the Company under the AG Credit Facility, which indebtedness will be paid off at Closing and the Company and Sellers will obtain consent and full release of all Liens on the Company, its assets or properties (including the Owned Real Property and Leased Real Property) or affecting the Company Capital Stock.    

2Each of Kenneth VanWingerden and Arthur VanWingerden has provided a personal guarantee with respect to the AG Credit Facility (collectively, the “Guarantees”), for which Sellers will obtain consent and full release of any Liens securing such Guarantees, to the extent affecting the Company Capital Stock.  

3See item 4 on Schedule 4.5.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14



Schedule 4.8

Assets

1.  See attached fixed asset schedule.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15



 

Mid American Growers, LLC [MAG]

Asset List

 

 

 

 

 

 

 

S

Asset ID

Description

Date In Service

GL Asset Acct.

Category

Fed - Cost/Basis

 

21001

9-Acre Greenhouse @ 79,400 ea.

5/4/1976

15200-00

Building & Structure (30Y)

 

 

227001

1 Water Pump, Tank, House Pond

5/4/1976

15010-00

Greenhouses & Systems

 

296007

1 16# Brake

5/4/1976

15400-00

Automobiles (5 Years)

 

21003

Cement

6/1/1976

15200-00

Concrete

 

21004

Labor on Add. to Greenhouse

7/2/1976

15200-00

Greenhouses & Systems

 

21005

Electrical Material - New Add.

7/15/1976

15200-00

Building Improvements

 

21008

Steel

8/5/1976

15200-00

Greenhouses 30

 

21010

Pipe

8/10/1976

15200-00

Greenhouses 30

 

21013

Steel

8/10/1976

15200-00

Greenhouses 30

 

21014

Polycock Boarding

8/10/1976

15200-00

Greenhouses 30

 

227002

Culverts

8/10/1976

15010-00

Land Improvements 30

 

296017

20 M. Gal. Fuel Tank

8/10/1976

15400-00

Small Equipment (10Y)

 

21015

4" Plastic & 400' Trenching

8/19/1976

15200-00

Greenhouses

 

21021

Mertel Gravel Material

9/15/1976

15200-00

Gravel

 

21024

Concrete

9/24/1976

15200-00

Concrete

 

21027

Pouring Concrete

10/1/1976

15200-00

Concrete/Gravel

 

21029

Nails

10/5/1976

15200-00

Greenhouses & Systems

 

21030

Steel Construction Rods

10/5/1976

15200-00

Greenhouses & Systems

 

21031

Pipe

10/14/1976

15200-00

Greenhouses & Systems

 

21032

Electric Material (Englewood)

10/20/1976

15200-00

Greenhouses & Systems

 

21033

Concrete & Labor

10/20/1976

15200-00

Concrete

 

21034

Windows

10/20/1976

15200-00

Greenhouses & Systems

 

21035

VW Plastic Greenhouse

10/20/1976

15200-00

Greenhouses & Systems

 

21036

Doors

10/25/1976

15200-00

Doors

 

21037

Lumber

11/3/1976

15200-00

Greenhouses & Systems

 

21038

Electrical Impr. (Englewood)

11/12/1976

15200-00

Building Improvements

 

21039

Eimprvement Material (Inland)

11/12/1976

15200-00

Greenhouses & Systems

 

21040

Improvements (Mid-States Ind.)

11/12/1976

15200-00

Greenhouses & Systems

 

21041

Door Track & Hangers

11/15/1976

15200-00

Doors

 

21042

Improvements (Connor Co.)

12/1/1976

15200-00

Greenhouses & Systems

 

21043

Galvanized Sheets

12/1/1976

15200-00

Greenhouses & Systems

 

21044

Electrical Impr. (Englewood)

12/13/1976

15200-00

Building Improvements

 

21045

Steel

12/14/1976

15200-00

Greenhouses & Systems

 

21046

Gearbox for Windws

12/14/1976

15200-00

Greenhouses & Systems

 

21047

Lumber

12/14/1976

15200-00

Greenhouses & Systems

 

21048

Improvements (Chicago Tube)

12/27/1976

15200-00

Greenhouses & Systems

 

21049

Glass

12/27/1976

15200-00

Greenhouses & Systems

 

21050

Fittings

12/27/1976

15200-00

Greenhouses & Systems

 

21051

Finishing Concrete

1/5/1977

15200-00

Concrete

 

21052

Improvements (Chicago Tube)

1/7/1977

15200-00

Greenhouses & Systems

 

21053

Electrical Imp. (Englewood)

1/13/1977

15200-00

Greenhouses & Systems

 

21054

Concrete Finishing

1/14/1977

15200-00

Concrete

 

21055

Concrete Finishing

1/26/1977

15200-00

Concrete

 

21056

Steel

2/2/1977

15200-00

Greenhouses 30

 

21057

Labor (hook up electricity)

2/5/1977

15200-00

Greenhouses & Systems

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED



 

 

21058

Electrical Impr. (Englewood)

2/10/1977

15200-00

Building Improvements

 

 

21059

Electrical Impr. (Piedmont)

2/14/1977

15200-00

Building Improvements

 

 

21060

Improvements (Wicks Corp.)

2/14/1977

15200-00

Greenhouses & Systems

 

 

21061

Improvements (Monarch Ind.)

2/17/1977

15200-00

Greenhouses & Systems

 

 

21062

Steel

3/3/1977

15200-00

Greenhouses 30

 

 

21063

Pipe

3/10/1977

15200-00

Greenhouses & Systems

 

 

21064

Steel

3/10/1977

15200-00

Greenhouses 30

 

 

21065

Improvements (Chicago Tube)

3/22/1977

15200-00

Greenhouses & Systems

 

 

21066

Electrical Impr (Englewood)

3/22/1977

15200-00

Building Improvements

 

 

21067

Labor (Edgcomb Sttel Co.)

3/28/1977

15200-00

Greenhouses & Systems

 

 

21068

Electrical Impr. (Englewood)

3/30/1977

15200-00

Building Improvements

 

 

21069

Steel

4/12/1977

15200-00

Greenhouses 30

 

 

21070

Electrical Imp.(Piedmont)

4/12/1977

15200-00

Greenhouses & Systems

 

 

21071

Improvements (Chicago Tube)

5/12/1977

15200-00

Greenhouses & Systems

 

 

296036

WX-301 Extol Tank

6/6/1977

15400-00

Small Equipment (10Y)

 

 

21072

Cement & Gravel (Impr. & Con.)

6/7/1977

15200-00

Concrete

 

 

21073

Galvanized Pipe

7/21/1977

15200-00

Greenhouses & Systems

 

 

21074

Valves

7/21/1977

15200-00

Greenhouses & Systems

 

 

21075

New Section Greenhouse Plastic

8/2/1977

15200-00

Ghse- Plexiglas Covering 15

 

 

21076

Tiled Outlet Behind Greenhouse

8/10/1977

15200-00

Greenhouses & Systems

 

 

21077

Parts for New Windows

8/11/1977

15200-00

Greenhouses & Systems

 

 

21078

Valves

8/11/1977

15200-00

Greenhouses & Systems

 

 

21079

Steel

9/8/1977

15200-00

Greenhouses & Systems

 

 

21080

Plastic

9/8/1977

15200-00

Greenhouses & Systems

 

 

296040

Tubing

10/18/1977

15400-00

Greenhouse & Systems

 

 

21081

Tube & Iron

10/19/1977

15200-00

Greenhouses & Systems

 

 

21082

Plastic

11/2/1977

15200-00

Greenhouses & Systems

 

 

21083

Ironwork - New Greenhouse

11/21/1977

15200-00

Greenhouses & Systems

 

 

21084

Pmt. on New Greenhouse Mater'l

12/21/1977

15200-00

Greenhouses 30

 

 

21085

Improvements (Len Trovero Con)

1/17/1978

15200-00

Greenhouses & Systems

 

 

21086

Plastic

6/13/1978

15200-00

Greenhouses & Systems

 

 

227004

Drain Ditch (Asset 7005-7009)

6/29/1978

15010-00

Land Improvements 30

 

 

296046

Ventilation Controller

7/25/1978

15400-00

Greenhouse & Systems

 

 

21087

Greenhouse - Concrete Mater'l

8/1/1978

15200-00

Concrete

 

 

21088

Insulation

8/11/1978

15200-00

Greenhouses & Systems

 

 

21089

Insulation

8/18/1978

15200-00

Greenhouses & Systems

 

 

21090

Underground Heating System

9/12/1978

15200-00

Greenhouses & Systems

 

 

227010

Gravel & Concrete Drainage

9/21/1978

15010-00

Land Improvements 30

 

 

21091

Watering System - VW Plastics

10/2/1978

15200-00

Greenhouses & Systems

 

 

296049

14 Expansion Tanks

10/2/1978

15400-00

Greenhouse & Systems

 

 

296050

Fans

10/9/1978

15400-00

Greenhouse & Systems

 

 

227011

Gravel & Concrete Drainage

10/10/1978

15010-00

Land Improvements 30

 

 

21092

Pipe 2000'

10/17/1978

15200-00

Greenhouses & Systems

 

 

21093

Insulation

11/9/1978

15200-00

Greenhouses & Systems

 

 

21094

Greenhouse Heating System

12/26/1978

15200-00

Greenhouses & Systems

 

 

21095

Plastic

12/26/1978

15200-00

Greenhouses & Systems

 

 

21096

New Heating System - Connor Co

2/10/1979

15200-00

Greenhouses & Systems

 

 

21097

New Heating System

2/20/1979

15200-00

Greenhouses & Systems

 

 

21098

Shading Compund & Bow Inserts

3/19/1979

15200-00

Greenhouses & Systems

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED



 

 

 

227012

Yard Expansion

7/13/1979

15010-00

Land Improvements 30

 

 

227013

Steel Fencing

9/1/1979

15010-00

Land Improvements

 

 

227014

Flynn Drainage Products Co.

10/6/1979

15010-00

Land Improvements 30

 

 

296062

Grundfos Pumps

11/1/1979

15400-00

Pumps (5Y)

 

 

227015

Land Improvements

11/30/1979

15010-00

Land Improvements 30

 

 

21099

Hagerty Steel

12/14/1979

15200-00

Greenhouses & Systems

 

 

21101

Energy Curtain

1/5/1980

15200-00

Ghse- Energy Curtains

 

 

21100

Conversion of Boiler to Gas

1/11/1980

15200-00

Heavy Equipment (15 Years)

 

 

21102

Energy Curtain

2/8/1980

15200-00

Ghse- Energy Curtains

 

 

21104

Conversion of Boiler to Gas

2/8/1980

15200-00

Heavy Equipment (15 Years)

 

 

21105

Hagerty Steel - Energy Curtain

2/8/1980

15200-00

Ghse- Energy Curtains

 

 

21106

Ryerson Steel - Energy Curtain

2/21/1980

15200-00

Ghse- Energy Curtains

 

 

21103

Energy Curtain

2/23/1980

15200-00

Ghse- Energy Curtains

 

 

21107

Hagerty Steel - Energy Curtain

3/8/1980

15200-00

Ghse- Energy Curtains

 

 

21108

Mertel Gravel - New Benches

3/8/1980

15200-00

Gravel

 

 

21109

V&V Noorland (Shading System)

3/8/1980

15200-00

Ghse- Energy Curtains

 

 

21110

Unarco Rohn Energy Curtain

3/15/1980

15200-00

Ghse- Energy Curtains

 

 

21111

V.W. Plastics

3/18/1980

15200-00

Ghse- Energy Curtains

 

 

227016

Mertel Gravel Co. (Yard Maint)

6/10/1980

15010-00

Land Improvements 30

 

 

21112

V.W. Plastics

6/11/1980

15200-00

Ghse- Energy Curtains

 

 

296063

V&V Noorland Cooling System

6/18/1980

15400-00

Ghse Equip-Small 10

 

 

227017

Mertel Gravel Co. (Yard Maint)

7/15/1980

15010-00

Land Improvements 30

 

 

296064

V&V Noorland Cooling System

7/15/1980

15400-00

Ghse Equip-Small 10

 

 

227018

Skoog Landscaping

7/28/1980

15010-00

Land Improvements

 

 

21113

E.S.P. Insulation (Gutters)

8/22/1980

15200-00

Greenhouses & Systems

 

 

227019

Mertel Gravel

8/22/1980

15010-00

Land Improvements 30

 

 

296068

Tri-Town Electric Curtain Shad

8/26/1980

15400-00

Greenhouse & Systems

 

 

21114

Bruno Bucholz(Urethane Gutter)

9/12/1980

15200-00

Building Improvements

 

 

21115

Benches in Greenhouse

9/15/1980

15200-00

Greenhouses

 

 

21116

V.W. Plastics - Energy Curtain

10/3/1980

15200-00

Ghse- Energy Curtains

 

 

21117

Sheets of Double Plexiglass

11/13/1980

15200-00

Ghse- Plexiglas Covering 15

 

 

227021

Ellena Const.

12/30/1980

15010-00

Land Improvements 30

 

 

227020

Mertel Gravel (Construct Road)

3/9/1981

15010-00

Land Improvements 30

 

 

320502

56.658 Acres Remaining

 

15000-00

Land

 

 

162001

Chain Link Fence Installation

5/5/1981

15300-00

Land Improvements

 

 

21201

Ryerson Steel Galv. Sheets

6/2/1981

15200-00

Greenhouses 30

 

 

21202

Monsanto Plastics

6/12/1981

15200-00

Greenhouses 30

 

 

21203

Levitt Tube & Iron (New Grnhs)

6/23/1981

15200-00

Greenhouses & Systems

 

 

21204

Ryerson Steel (New Greenhouse)

6/26/1981

15200-00

Greenhouses 30

 

 

21205

Continental Prod. Co.

7/1/1981

15200-00

Greenhouses & Systems

 

 

21206

Zethoff Greenhouse Energy Curt

7/10/1981

15200-00

Ghse- Energy Curtains

 

 

21207

Zethoff Green (Energy Curt.)

7/20/1981

15200-00

Ghse- Energy Curtains

 

 

21208

Green Circle - Urethaning Gut.

7/28/1981

15200-00

Greenhouses & Systems

 

 

21209

Fabricating & Welding Corp.

8/21/1981

15200-00

Greenhouses & Systems

 

 

21222

Tri-Town Electric - Wiring

9/1/1981

15200-00

Greenhouses 30

 

 

21223

Zethoff-Energy Curtain

9/1/1981

15200-00

Ghse- Energy Curtains

 

 

296110

W.W. Grainger - 5HP Compress

9/1/1981

15400-00

Small Equipment (10Y)

 

 

21210

Galvanized Chanels

9/8/1981

15200-00

Greenhouses & Systems

 

 

21220

WHO KNOWS

9/10/1981

15200-00

Greenhouses 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED



 

 

 

 

21211

Galvanized Sheets

9/12/1981

15200-00

Greenhouses & Systems

 

 

21212

Galvanized Sheets

9/21/1981

15200-00

Greenhouses & Systems

 

 

21213

Energy Cloth Installation

9/27/1981

15200-00

Ghse- Energy Curtains

 

 

21214

Ryerson Steel (Structure)

10/19/1981

15200-00

Greenhouses 30

 

 

227101

Universal Contr. (Asphalt)

10/20/1981

15010-00

Land Improvements 30

 

 

21215

Windows, Dramex, Dripperline

11/16/1981

15200-00

Greenhouses & Systems

 

 

21216

Mertel Gravel - Cement

12/7/1981

15200-00

Gravel

 

 

21217

Chicago Tube & Iron

12/7/1981

15200-00

Greenhouses & Systems

 

 

243002

Widmer's - Fire Proof Cabinet

1/6/1982

15700-00

Office Equipment

 

 

21218

Ryerson - Gal. Steel & Iron

2/9/1982

15200-00

Greenhouses & Systems

 

 

162002

Progress Billing on New Bldg.

2/11/1982

15300-00

Building & Structure (30Y)

 

 

21219

Energy Cloth System (Zetho)

2/13/1982

15200-00

Ghse- Energy Curtains

 

 

21221

New Shadin System (Zethof)

2/24/1982

15200-00

Ghse- Energy Curtains

 

 

162003

Van Loo Door Salles-Steel Door

3/4/1982

15300-00

Doors

 

 

162004

Heaters - Newark Florists

3/20/1982

15300-00

Building & Structure (30Y)

 

 

296105

Potting Machine - Javo, Inc.

3/25/1982

15400-00

Small Equipment (10Y)

 

 

296107

Electrical Foot Pedal

3/30/1982

15400-00

Ghse Equip-Small 10

 

 

243101

Booths for Lunch Room

4/16/1982

15700-00

Office Equipment

 

 

21306

Plastic Greenhouse

4/27/1982

15200-00

Greenhouses 30

 

 

162101

Building

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162102

Partitions for Bathrooms

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162103

Building

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162104

Bricks, Cement, Sand

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162105

Steel Fire Doors

5/1/1982

15300-00

Doors

 

 

162106

Progress Billing on New Bldg.

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162107

Van Loo Doors

5/1/1982

15300-00

Doors

 

 

162108

Wagner Home Center

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162109

Ladzinski Cement

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162110

Kettman Heating

5/1/1982

15300-00

HVAC

 

 

162111

H.B. Cabinet

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162112

Connor Co.

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162113

Imperial Builders

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162114

Tri-Town Electric

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162115

Van Loo Doors

5/1/1982

15300-00

Doors

 

 

162116

Putnam County Tile

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162117

Chamlin & Associates

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162119

Tri-Town Electric - Mat. Labor

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162120

Imperial Builders

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162121

Mertel Gravel

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162122

P.L. Light Systems

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162123

Wagner Home Center

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162125

Ellena Constructions

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162126

Billy Hall Masonry (Firewall)

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162127

Van Loo Doors

5/1/1982

15300-00

Doors

 

 

162128

Ellena Construction

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162129

F.X. Newmann- Concrete Blocks

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162130

Hall Masonry - Labor for Block

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162131

Hall Masonry

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162132

Wagner Home Center

5/1/1982

15300-00

Building & Structure (30Y)

 

 

 

 

 

 

 

 

 



* Fed - Cost/Basis have been REDACTED

 

 

 

 

162133

Newmann & Sons

5/1/1982

15300-00

Building & Structure (30Y)

 

 

162134

Burns Glass Co. - Glass Office

5/1/1982

15300-00

Building & Structure (30Y)

 

162135

Wagner Home Center

5/1/1982

15300-00

Building & Structure (30Y)

 

162136

Ladzinski Cement - Concrete

5/1/1982

15300-00

Building & Structure (30Y)

 

162137

F. Newmann - Cement Block

5/1/1982

15300-00

Building & Structure (30Y)

 

162138

Imperial Builders

5/1/1982

15300-00

Building & Structure (30Y)

 

162139

Hall Masonry Co. - Labor

5/1/1982

15300-00

Building & Structure (30Y)

 

162140

F. Newmann & Sons - Cement

5/1/1982

15300-00

Building & Structure (30Y)

 

162141

Hall Masonry - Labor Block

5/1/1982

15300-00

Building & Structure (30Y)

 

162142

Englewood Electric

5/1/1982

15300-00

Building & Structure (30Y)

 

162143

Wagner Home Center

5/1/1982

15300-00

Building & Structure (30Y)

 

162144

Imperial Builders

5/1/1982

15300-00

Building & Structure (30Y)

 

162146

Adams Door Co. - Fire Door

5/1/1982

15300-00

Doors

 

162147

Kettman, Heating & Air

5/1/1982

15300-00

HVAC

 

162148

Mertel Gravel - Cement Found.

5/1/1982

15300-00

Building & Structure (30Y)

 

162149

Wagner Home Center - Mat.

5/1/1982

15300-00

Building & Structure (30Y)

 

162150

Wagner Home Center - Mat.

5/1/1982

15300-00

Building & Structure (30Y)

 

162151

Kettman Heating & Air

5/1/1982

15300-00

HVAC

 

162152

Wagner Home Center

5/1/1982

15300-00

Building & Structure (30Y)

 

162153

Tri Town Electric

5/1/1982

15300-00

Building & Structure (30Y)

 

162155

Universal Contractors #11974

5/1/1982

15300-00

Building & Structure (30Y)

 

243103

Sun Ray Fixture - Booths Table

6/7/1982

15700-00

Office Equipment

 

296203

Bouldin & Lawsin

6/7/1982

15400-00

Ghse Equip-Small 10

 

296204

W.W. Granger, Inc.

6/7/1982

15400-00

Ghse Equip-Small 10

 

296205

V.W. PGC Shelves, Poting, etc

6/7/1982

15400-00

Ghse Equip-Small 10

 

227201

Smiley Funfsinn - Pond Work

8/23/1982

15010-00

Land Improvements 30

 

21301

Plastic Greenhouses

8/30/1982

15200-00

Greenhouses 30

 

21302

V.V. Noorland - Greenhouses

9/22/1982

15200-00

Greenhouses 30

 

296207

VW PDG Galv. Metal Hose, etc.

10/26/1982

15400-00

Ghse Equip-Small 10

 

296212

Old Mill Co. - Seeder

11/1/1982

15400-00

Small Equipment (10Y)

 

296213

Old Mill Co. - Seeder Parts

12/22/1982

15400-00

Ghse Equip-Small 10

 

296210

Smiley Funfsinn - Work on Dam

1/6/1983

15400-00

Land Improvements 30

 

285103

Ryerson Steel

1/12/1983

15600-00

Ghse Equip-Small 10

 

21303

Tri-Twon Electric - Mat. Labor

1/24/1983

15200-00

Greenhouses 30

 

296216

Old Mill Co.

2/22/1983

15400-00

Ghse Equip-Small 10

 

162154

Tri Town - Material & Labor

3/1/1983

15300-00

Misc Bldg Impv 15

 

21304

Ryerson Steel (#13289)

3/9/1983

15200-00

Greenhouses & Systems

 

296219

Aluminum Dist.

3/21/1983

15400-00

Ghse Equip-Small 10

 

296220

Bouldin & Lawson

3/21/1983

15400-00

Ghse Equip-Small 10

 

296218

Growers Equip. - Sprayer

3/30/1983

15400-00

Growing

 

296221

V&V Noordland - Burners

3/31/1983

15400-00

Ghse Equip-Small 10

 

296303

Motorola-Walkie-Talkies #13366

4/3/1983

15400-00

Small Equipment (10Y)

 

21421

Mertel's Gravel Sidewalk

4/11/1983

15200-00

Gravel

 

21422

Mertel'S Gravel Sidewalks

4/25/1983

15200-00

Gravel

 

21424

Labor on Greenhouse 6/83-2/84)

6/1/1983

15200-00

Greenhouses & Systems

 

21401

V.W. Plastics - #13458

6/14/1983

15200-00

Ghse- Energy Curtains

 

21403

Vaughn-Jacklin (Shade Cloth)

6/21/1983

15200-00

Ghse- Energy Curtains

 

162201

Imperial Builders

6/27/1983

15300-00

Misc Bldg Impv 15

 

21402

Smiley Funfsinn - Grading

6/28/1983

15200-00

Greenhouses 30



 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

21404

D.S. Plastics _ #13492

7/5/1983

15200-00

Ghse- Energy Curtains

 

 

162202

Van Loo Door Sales

7/11/1983

15300-00

Doors

 

 

21405

Mertel Gravel - #573

7/19/1983

15200-00

Gravel

 

 

162203

Henry Clark-Carpentry #13526

8/1/1983

15300-00

Misc Bldg Impv 15

 

 

162209

Ron Moreno-Carpentry #13527

8/1/1983

15300-00

Misc Bldg Impv 15

 

 

162215

Wagner Home Center #651

8/2/1983

15300-00

Misc Bldg Impv 15

 

 

21406

Mertel Gravel #628

8/2/1983

15200-00

Gravel

 

 

227302

Thomas Graceffa #13529

8/2/1983

15010-00

Land Improvements 30

 

 

21410

Chicago Tube & Iron - Steel

8/3/1983

15200-00

Greenhouses & Systems

 

 

296310

Paul Phillips #13533

8/3/1983

15400-00

Greenhouse & Systems

 

 

296311

Robert Gray #13538

8/3/1983

15400-00

Greenhouse & Systems

 

 

21409

Funfsinn-Grading Rpr. #13543

8/6/1983

15200-00

Land Improvements

 

 

162204

Henry Clark-Carpentry #13545

8/8/1983

15300-00

Misc Bldg Impv 15

 

 

162210

Ron Moreno-Carpentry #13546

8/8/1983

15300-00

Misc Bldg Impv 15

 

 

162205

Henry Clark-Carpentry #13555

8/15/1983

15300-00

Misc Bldg Impv 15

 

 

162211

Ron Moreno-Carpentry #13556

8/16/1983

15300-00

Misc Bldg Impv 15

 

 

21407

Mertel Gravel #677

8/16/1983

15200-00

Gravel

 

 

21408

Mertel Gravel #726

8/16/1983

15200-00

Gravel

 

 

296308

VanWingerden Plastic #690

8/16/1983

15400-00

Greenhouse & Systems

 

 

296309

John's Air Conditioning #673

8/16/1983

15400-00

Greenhouse & Systems

 

 

296312

M. Adams Equipment #13560

8/18/1983

15400-00

Ghse Equip-Small 10

 

 

162206

Henry Clark-Carpentry #13566

8/22/1983

15300-00

Misc Bldg Impv 15

 

 

162212

Ron Moreno-Carpentry #13567

8/22/1983

15300-00

Misc Bldg Impv 15

 

 

162207

Henry Clark-Carpentry #13576

8/29/1983

15300-00

Misc Bldg Impv 15

 

 

162213

Ron Moreno-Carpentry #13577

8/29/1983

15300-00

Misc Bldg Impv 15

 

 

162208

Henry Clark-Carpentry #13583

8/30/1983

15300-00

Misc Bldg Impv 15

 

 

162214

Ron Moreno-Carpentry #135

8/30/1983

15300-00

Misc Bldg Impv 15

 

 

227301

Terando Brothers #733

8/30/1983

15010-00

Land Improvements 30

 

 

162216

Wagner Home Center #13600

9/10/1983

15300-00

Misc Bldg Impv 15

 

 

21412

Mertel Gravel #13627

9/13/1983

15200-00

Gravel

 

 

21413

Zellmer Truck Lines

9/13/1983

15200-00

Greenhouses 30

 

 

21411

Mertel Gravel #840

9/27/1983

15200-00

Gravel

 

 

21415

Universal

10/11/1983

15200-00

Greenhouses 30

 

 

296313

Robert Gray- Cooler Doors

10/11/1983

15400-00

Doors

 

 

296314

Kettman - Coolers for Bulbs

10/11/1983

15400-00

Ghse Equip-Small 10

 

 

296315

Eidson Pipe & Tubing (Tables)

10/11/1983

15400-00

Growing

 

 

21414

VW Plastic - New Greenhouse

10/25/1983

15200-00

Greenhouses & Systems

 

 

296316

VW Plastics - Weld New Tables

10/26/1983

15400-00

Growing

 

 

21418

CK#1000 - Mertel Gravel

11/8/1983

15200-00

Land Improvements

 

 

21420

CK#971 - Connor Co. (Pipe)

11/8/1983

15200-00

Greenhouses

 

 

227303

Underground Spr. #13750

11/8/1983

15010-00

Land Improvements

 

 

21416

CK#13768 Price Heating (Pipe)

11/12/1983

15200-00

Greenhouses & Systems

 

 

162217

CK#13771 - Ed Moreno (Carpet)

11/14/1983

15300-00

Misc Bldg Impv 15

 

 

227304

Harding (Elec Pole) #13785

11/14/1983

15010-00

Land Improvements

 

 

21417

CK#13778 Universal - Asphalt

11/18/1983

15200-00

Driveway Repairs

 

 

21419

CK#1078 VW Plastics

11/22/1983

15200-00

Ghse- Energy Curtains

 

 

296317

Bouldin & Lawson Seeder #1088

12/6/1983

15400-00

Small Equipment (10Y)

 

 

296319

R.V. Evans - Tape Mach. #1102

12/6/1983

15400-00

Small Equipment (10Y)

 



 

296328

E.Coast Grower #1451 Watering

12/14/1983

15400-00

Growing

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

296320

Blackmore Transplanter #1160

12/20/1983

15400-00

Ghse Equip-Small 10

 

 

296321

Javo/Planting Machine #13833

12/30/1983

15400-00

Ghse Equip-Small 10

 

 

296322

Bouldin Lawson Seeder #1218

1/3/1984

15400-00

Small Equipment (10Y)

 

 

21423

Neuman Concrete Block #1310

1/17/1984

15200-00

Greenhouses 30

 

 

296324

B.F.G. Supply 2 Seeders #1269

1/17/1984

15400-00

Ghse Equip-Small 10

 

 

296325

Blackmore Trucking #121

1/17/1984

15400-00

Ghse Equip-Small 10

 

 

296326

Evans RV Tracking Machine#1285

1/17/1984

15400-00

Ghse Equip-Small 10

 

 

21425

Green Circle Growers Greenhse

2/1/1984

15200-00

Greenhouses & Systems

 

 

296331

Norland Comp Gh-13943

3/1/1984

15400-00

Ghse Equip-Large 15

 

 

21427

Tri Town Electric - Various

3/9/1984

15200-00

Greenhouses 30

 

 

296329

Bouldin & Lawson - 1526

3/13/1984

15400-00

Ghse Equip-Small 10

 

 

21426

Sidewalks-CK# 1531,1571,1644

3/15/1984

15200-00

Greenhouses 30

 

 

21431

Kettman Heating & Air #1697

4/1/1984

15200-00

Greenhouses & Systems

 

 

296337

Wiese Planning Forklift #1721

4/27/1984

15400-00

Forklift/Tugger/Scissorlift (10Y)

 

 

296336

3 Motorola Radios

4/30/1984

15400-00

Small Equipment (10Y)

 

 

21433

Tri-Town Electric #14050

5/1/1984

15200-00

Greenhouses & Systems

 

 

21432

Ladzinski Cement #1767

5/8/1984

15200-00

Concrete

 

 

296339

Allied-Conveyor #1807-8;117404

5/22/1984

15400-00

Ghse Equip-Small 10

 

 

21435

Vaughn-Jacklin Shade Curt#2046

7/3/1984

15200-00

Ghse- Energy Curtains

 

 

296341

VW Plastic Elec&Push Cart#2045

7/3/1984

15400-00

Small Equipment (10Y)

 

 

21434

VW Plastic #2163

7/10/1984

15200-00

Ghse- Plexiglas Covering 15

 

 

243212

Complete Ind. Lockers #2058

7/17/1984

15700-00

Office Equipment

 

 

285213

Ryerson Ck#2278

9/5/1984

15600-00

Ghse Equip-Small 10

 

 

21436

Cement CK#13200

9/11/1984

15200-00

Concrete

 

 

21440

Concrete CK#2465

10/1/1984

15200-00

Concrete

 

 

21441

Asphalt CK#14284

10/1/1984

15200-00

Driveway Repairs

 

 

296347

4 Cargo Heaters Ck#2512

10/1/1984

15400-00

Small Equipment (10Y)

 

 

296346

5 Mechanical Dock Boards

10/23/1984

15400-00

Small Equipment (10Y)

 

 

285214

4 Suspended Basket Systems

11/20/1984

15600-00

Ghse Equip-Small 10

 

 

296349

Auto Media Filter 30' Tank

11/20/1984

15400-00

Small Equipment (10Y)

 

 

21442

Parts Shadin System

12/4/1984

15200-00

Ghse- Energy Curtains

 

 

296352

Generator Casing

12/4/1984

15400-00

Generator

 

 

296353

Conveyor Rollers Ck#14418

12/19/1984

15400-00

Small Equipment (10Y)

 

 

179001

DC Builders #14115

1/1/1985

15300-00

Building & Structure (30Y)

 

 

179002

Universal Cont Blacktop #2160

1/1/1985

15300-00

Building & Structure (30Y)

 

 

179003

DC Builders

1/1/1985

15300-00

Building & Structure (30Y)

 

 

179004

Ck2250 2371 2331 14273 2290

1/1/1985

15300-00

Building & Structure (30Y)

 

 

179005

DC Building Systems Ck#14380

1/1/1985

15300-00

Building & Structure (30Y)

 

 

179007

DC Build Systems Ck#14381

1/1/1985

15300-00

Building & Structure (30Y)

 

 

179008

DC Build Systems Ck 2738

1/1/1985

15300-00

Building & Structure (30Y)

 

 

179009

Vanloo Door Sales Ck14400

1/1/1985

15300-00

Doors

 

 

21443

Tri-Town Electric CK 14460

1/8/1985

15200-00

Greenhouses & Systems

 

 

227307

Landscaping CK#2965

1/29/1985

15010-00

Land Improvements

 

 

179010

Thompson Construct. Ck#14528

1/30/1985

15300-00

Building & Structure (30Y)

 

 

299011

Lighting Pl Systems C#14550

2/13/1985

15400-00

Growing

 

 

299017

Add'l Const. Universal Cont.

2/13/1985

15400-00

Small Equipment (10Y)

 



 

296355

Potting Machines CK#291600

2/19/1985

15400-00

Small Equipment (10Y)

 

 

179016

Add'l Const. Thompson Construc

4/10/1985

15300-00

Building & Structure (30Y)

 

 

296362

Fertilizer Mixer

5/7/1985

15400-00

Small Equipment (10Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

227311

Parking Lot

5/21/1985

15010-00

Land Improvements 30

 

 

296365

Potting Machine CK# 14815

7/9/1985

15400-00

Small Equipment (10Y)

 

 

296368

Containers CK#14872

7/12/1985

15400-00

Small Equipment (10Y)

 

 

227312

South Parking Lot

7/18/1985

15010-00

Land Improvements 30

 

 

296363

Wateering Systems - Wetterings

7/23/1985

15400-00

Ghse Equip-Small 10

 

 

285217

Int'l 284 D Tract w/60" Mower

7/30/1985

15600-00

Small Equipment (10Y)

 

 

179019

Loading Dock & Other Imp 14884

8/8/1985

15300-00

Small Equipment (10Y)

 

 

296371

Trash Compactor CK#3898

8/27/1985

15400-00

Small Equipment (10Y)

 

 

243217

Fireproof Fire Cabinet Ck14949

9/14/1985

15700-00

Office Equipment

 

 

179020

Doors (Ck 4045)

9/24/1985

15300-00

Doors

 

 

296376

Table System

1/2/1986

15400-00

Ghse Equip-Large 15

 

 

21447

Bricklay @ Fertilizer

1/31/1986

15200-00

Growing

 

 

299023

Joseph T. Ryerson & Sons

3/4/1986

15400-00

Ghse Equip-Large 15

 

 

296380

Shade Cloths

3/11/1986

15400-00

Ghse- Energy Curtains 10

 

 

299021

C&C Electric

3/15/1986

15400-00

Misc Bldg Impv 15

 

 

243218

File Cabinet - Ck#15254

3/17/1986

15700-00

Office Equipment

 

 

179024

Thompson Construction

3/18/1986

15300-00

Misc Bldg Impv 15

 

 

296379

Conveyors

3/25/1986

15400-00

Ghse Equip-Small 10

 

 

299022

P.L. Light System

3/25/1986

15400-00

Ghse Equip-Small 10

 

 

179026

Gro-Lights

4/8/1986

15300-00

Growing

 

 

179027

Tile - Szotts

4/8/1986

15300-00

Misc Bldg Impv 15

 

 

296387

Expansion Tank

4/8/1986

15400-00

Greenhouse & Systems

 

 

21451

Shading Cloth Replacement

4/11/1986

15200-00

Ghse- Energy Curtains

 

 

179028

Labor & Mat.-Thompson Construc

4/18/1986

15300-00

Misc Bldg Impv 15

 

 

227316

Trees and Schrubs

4/22/1986

15010-00

Land Improvements

 

 

296386

3 - Gas Pumps

4/22/1986

15400-00

Pumps (5Y)

 

 

179029

Thompson Constru. ch#15323

4/24/1986

15300-00

Misc Bldg Impv 15

 

 

179030

Labor & Materials-C&C Electric

5/6/1986

15300-00

Misc Bldg Impv 15

 

 

179031

Carpet - Szotts

5/6/1986

15300-00

Building & Sturcture Improvement (15 Years)

 

 

21452

Concrete Floor

5/6/1986

15200-00

Concrete

 

 

21453

Shade Cloth Repair

5/17/1986

15200-00

Ghse- Energy Curtains

 

 

179032

Flooring - Szotts

5/20/1986

15300-00

Building & Sturcture Improvement (15 Years)

 

 

243222

Booths for Cafeteria

5/20/1986

15700-00

Office Equipment

 

 

296391

Pressure Washer

6/2/1986

15400-00

Other Equip-Small

 

 

179033

Thompson Construction

6/5/1986

15300-00

Misc Bldg Impv 15

 

 

179034

Asphalt - Universal Cont.

7/1/1986

15300-00

Driveway Repairs

 

 

21454

Addition to Greenhouse

7/1/1986

15200-00

Greenhouses

 

 

296392

Compressor

7/1/1986

15400-00

Small Equipment (10Y)

 

 

243223

Cabinets for Cafeteria

8/26/1986

15700-00

Office Equipment

 

 

296393

Fertilizer Injector-Dosatron

8/26/1986

15400-00

Pumps (5Y)

 

 

296395

Potting Machine - Bouldin&Laws

9/4/1986

15400-00

Small Equipment (10Y)

 

 

296394

3 Battery Chargers

9/9/1986

15400-00

Small Equipment (10Y)

 

 

296397

Roller Conveyors - VW Plastic

9/9/1986

15400-00

Ghse Equip-Large 15

 

 

21457

Greenhouse Addit.-Thompson

9/15/1986

15200-00

Greenhouses & Systems

 

 

21456

Greenhouse Addit.-Mertel

9/23/1986

15200-00

Greenhouses & Systems

 

 

296396

Table System - VW Plastic

9/23/1986

15400-00

Growing

 

 

21458

Greenhouse Addit.-Thompson C

10/3/1986

15200-00

Greenhouses & Systems

 



 

21460

Sshading Cloth Repair-Zethof

10/7/1986

15200-00

Greenhouses & Systems

 

 

296389

Echos Equipment in Grnhse.

10/7/1986

15400-00

Ghse Systems-Primary 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

21461

Greenhouse Addn. - Mertel Grav

11/4/1986

15200-00

Land Improvements

 

 

21462

Electrical,Heating & A/Dond

12/15/1986

15200-00

Building Improvements

 

 

243225

Steel Cabinet

12/16/1986

15700-00

Office Equipment

 

 

162222

New Furnace

1/27/1987

15300-00

HVAC

 

 

296398

Seeder

1/27/1987

15400-00

Small Equipment (10Y)

 

 

162221

Remodeling

1/28/1987

15300-00

Misc Bldg Impv 15

 

 

162224

Remodeling (Offices) Wagners

3/10/1987

15300-00

Misc Bldg Impv 15

 

 

296402

1/3 Taper - RV Evans

3/13/1987

15400-00

Other Equip-Small

 

 

162223

Furn/Air-Cond.-Kettman

3/20/1987

15300-00

HVAC

 

 

296404

Tables - VW Plastic

3/27/1987

15400-00

Growing

 

 

179035

Bldg. Materials - Wickes

3/30/1987

15300-00

Building & Structure (30Y)

 

 

296407

1/3 Taper-Final Pay Asset#6402

4/13/1987

15400-00

Greenhouses & Systems

 

 

296409

Galv. Steel Links-For BLdg TBL

7/1/1987

15400-00

Ghse Equip-Large 15

 

 

179037

Finishing Work - Thompson Cons

7/28/1987

15300-00

Building & Structure (30Y)

 

 

296408

900 Aluminum Tables

7/31/1987

15400-00

Ghse Equip-Large 15

 

 

189505

Labor-Lay Block (K-Becker Magr

8/3/1987

15300-00

Building & Structure (30Y)

 

 

189504

Concrete Blocks-VW Enterpr.

8/5/1987

15300-00

Concrete

 

 

189503

Castner Steel Buildings

8/7/1987

15300-00

Building & Structure (30Y)

 

 

296416

VW Plastic

8/7/1987

15400-00

Ghse- Plastic Film Covering 05

 

 

296412

900 Aluminum Tables

8/13/1987

15400-00

Ghse Equip-Large 15

 

 

189506

Concrete Products

8/18/1987

15300-00

Concrete

 

 

189502

Castner Steel Buildings

8/24/1987

15300-00

Building & Structure (30Y)

 

 

189507

Castner Steel Buildings

9/21/1987

15300-00

Building & Structure (30Y)

 

 

296415

Cooler (Kettman)

9/21/1987

15400-00

Ghse Equip-Large 15

 

 

299025

3 Cargo Heaters

10/12/1987

15400-00

Small Equipment (10Y)

 

 

299024

Table System Equipment

10/26/1987

15400-00

Growing

 

 

299026

Roller Tables (New Greenhouse)

11/10/1987

15400-00

Ghse Equip-Large 15

 

 

299027

Cooler (VW., Inc.)

11/13/1987

15400-00

Ghse Equip-Large 15

 

 

189509

Castner Steel Builders

12/1/1987

15300-00

Building & Structure (30Y)

 

 

189510

Castner Steel Builders

12/1/1987

15300-00

Building & Structure (30Y)

 

 

299031

Controls & Switches-Echoes sys

12/7/1987

15400-00

Ghse Equip-Small 10

 

 

189512

Thompson (OVH door & docks)

12/11/1987

15300-00

Heavy Equipment (15Y)

 

 

299030

Cooler Floor (Thompson Const)

12/11/1987

15400-00

Ghse Equip-Large 15

 

 

189508

Castner Steel Builders

12/28/1987

15300-00

Building & Structure (30Y)

 

 

189511

Castner (Overh dr frame; insul

12/28/1987

15300-00

Building & Structure (30Y)

 

 

299028

Materials for Tables

12/31/1987

15400-00

Ghse Equip-Large 15

 

 

189513

V.W. Plastic (3/4" Blue pipe)

1/11/1988

15300-00

Building & Structure (30Y)

 

 

189514

Zellmer - 1358 tons sand

1/11/1988

15300-00

Building & Structure (30Y)

 

 

299033

Self-Leveling Base

1/25/1988

15400-00

Small Equipment (10Y)

 

 

299036

Equip.-East Coast Designs I

2/1/1988

15400-00

Small Equipment (10Y)

 

 

189515

Thompson Construction

2/8/1988

15300-00

Building & Structure (30Y)

 

 

189516

Castner Steel Bldrs.

2/8/1988

15300-00

Building & Structure (30Y)

 

 

299038

Pipe - Magnum Pipe Co.

2/22/1988

15400-00

Ghse Equip-Large 15

 

 

299034

Bouldin & Lawson (Convey,Mtrs)

2/29/1988

15400-00

Ghse Equip-Large 15

 

 

299035

Oil Heater - Grainger

2/29/1988

15400-00

Small Equipment (10Y)

 

 

299037

Pipe for Movable Tables

2/29/1988

15400-00

Ghse Equip-Large 15

 



 

299040

10 Hot Water Unit Heaters

3/7/1988

15400-00

Other Equip-Small

 

 

299041

Boom Watering System (East Coa

3/10/1988

15400-00

Booms

 

 

61005

Ossola

3/10/1988

15200-00

Greenhouses 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

61107

Concrete Products

3/10/1988

15200-00

Concrete

 

 

61109

Ossola

3/10/1988

15200-00

Greenhouses 30

 

 

189517

Castner Steel Bldrs.

3/14/1988

15300-00

Other Buildings 30

 

 

299048

Shipping System

4/13/1988

15400-00

Heavy Equipment (15Y)

 

 

299049

Cooler - Tri-Town Electric

4/13/1988

15400-00

Ghse Equip-Large 15

 

 

299050

Cooler - Kettman

4/15/1988

15400-00

Ghse Equip-Small 10

 

 

299051

Cooler - Tri-Town Electric

4/15/1988

15400-00

Ghse Equip-Small 10

 

 

258118

Priva Universal Comp.(Rec clim

4/25/1988

15700-00

Computer Hardware

 

 

299052

Labor on Ship. Syst Fr grnhs

4/29/1988

15400-00

Greenhouses & Systems

 

 

299053

Fuel Tank

4/30/1988

15400-00

Small Equipment (10Y)

 

 

299056

Refrigered Air Dryer

5/23/1988

15400-00

Small Equipment (10Y)

 

 

299057

24 Fans for new greenhouse

5/23/1988

15400-00

Ghse Equip-Small

 

 

299058

Concrete for outside tbl syst.

5/23/1988

15400-00

Concrete

 

 

299059

Elect. Tbls for Gls grnh

5/31/1988

15400-00

Ghse Equip-Large 15

 

 

299060

11,600 Gal. Tank

5/31/1988

15400-00

Small Equipment (10Y)

 

 

299062

10 - 1/4 HP Motors for Echos

6/2/1988

15400-00

Greenhouses & Systems

 

 

285227

Albrecht Well Dril.(tankset)

6/13/1988

15600-00

Greenhouse & Systems

 

 

299063

Spray Car

6/13/1988

15400-00

Ghse Equip-Small 10

 

 

189521

Thompson Construction

6/21/1988

15300-00

Other Buildings 30

 

 

299064

Table System - Addtl.

7/25/1988

15400-00

Ghse Equip-Large 15

 

 

299065

Cooler - Electrical work

8/1/1988

15400-00

Small Equipment (10Y)

 

 

299066

8-Roller Convey.sec.& stl gtrs

8/1/1988

15400-00

Ghse Equip-Large 15

 

 

299067

Steelposts

8/10/1988

15400-00

Greenhouses

 

 

299068

Galv. Steel Pipe (TBL Syst)

8/16/1988

15400-00

Greenhouses

 

 

299069

1,000 Aluminum tables

9/6/1988

15400-00

Growing

 

 

299070

5,000 Liter Expansion Tank

9/6/1988

15400-00

Small Equipment (10Y)

 

 

299071

2 Boilers w/blending pumps

9/6/1988

15400-00

Ghse Systems-Secnd 15

 

 

299072

46 echos syst. & 8 booms-part.

9/14/1988

15400-00

Booms

 

 

21466

New Heating System - Greenhse.

9/19/1988

15200-00

Greenhouses & Systems

 

 

258119

Priva - hook-up new greenhs

9/19/1988

15700-00

Computer Hardware

 

 

299074

Frt for hauling sand-boiler rm

10/3/1988

15400-00

Heavy Equipment (15 Years)

 

 

299077

Pipe for table system

10/18/1988

15400-00

Growing

 

 

227318

Pipes for culvert - new pond

10/24/1988

15010-00

Land Improvements 30

 

 

258120

Priva wiring

10/24/1988

15700-00

Computer Hardware

 

 

299073

Boiler Room

10/24/1988

15400-00

Heavy Equipment (15 Years)

 

 

299075

Concrete for boiler room

10/24/1988

15400-00

Concrete

 

 

299076

Conveyer (incl. install)

10/24/1988

15400-00

Small Equipment (10Y)

 

 

21465

Heating Syst. Labor-C House

10/31/1988

15200-00

Greenhouses & Systems

 

 

299078

Gravel for boiler room

11/7/1988

15400-00

Misc Bldg Impv 15

 

 

21468

Welding for Heating System

11/14/1988

15200-00

Greenhouses & Systems

 

 

299079

12'x14' door for boiler room

11/14/1988

15400-00

Doors

 

 

299083

Bouch Concrete Breaker

11/14/1988

15400-00

Small Equipment (10Y)

 

 

299080

Boiler room construction

11/18/1988

15400-00

Misc Bldg Impv 15

 

 

258121

Wiring for Priva

11/28/1988

15700-00

Computer Hardware

 

 

21467

Heating System C-House

11/29/1988

15200-00

Greenhouses & Systems

 

 

21472

Heating Syst. Labor - C-House

12/1/1988

15200-00

Greenhouses & Systems

 

 

21473

Heating Syst. - C-House

12/1/1988

15200-00

Greenhouses & Systems

 

 

21474

Heating Syst. Labor - C-House

12/1/1988

15200-00

Greenhouses & Systems

 



 

299093

Boiler Stacks

12/1/1988

15400-00

Heavy Equipment (15 Years)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

299084

Labor-Welding Tables-C House

12/5/1988

15400-00

Growing

 

 

299088

Boiler Rm.-Cont. Construct.

12/6/1988

15400-00

Heavy Equipment (15 Years)

 

 

21469

Heating Syst. Parts - C-House

12/12/1988

15200-00

Greenhouses & Systems

 

 

21470

Heating Syst. Labor - C-House

12/12/1988

15200-00

Greenhouses & Systems

 

 

227319

Labor on New Pond

12/12/1988

15010-00

Land Improvements 30

 

 

299085

Case Sealer

12/12/1988

15400-00

Small Equipment (10Y)

 

 

21471

Pipe Covering - Heating Syst.

12/20/1988

15200-00

Greenhouses & Systems

 

 

299086

Boiler Rm-Sm Stacks-Steel&Lab

12/27/1988

15400-00

Ghse Systems-Secnd 15

 

 

299087

Hook-up new boilers

12/27/1988

15400-00

Heavy Equipment (15 Years)

 

 

299090

Generator

1/3/1989

15400-00

Generator

 

 

299089

Bale Mover

1/9/1989

15400-00

Ghse Equip-Small 10

 

 

299094

Printer Head-Pkgg Machine

1/9/1989

15400-00

Computer Hardware

 

 

227320

New Pond - Equip. Rental

1/16/1989

15010-00

Land Improvements 30

 

 

299091

480 Pcs. Welding Stl - Tables

1/16/1989

15400-00

Growing

 

 

299092

Labor for Welding Tables

1/16/1989

15400-00

Ghse Equip-Large 15

 

 

227321

New Pond - Pipe & Labor

1/23/1989

15010-00

Land Improvements 30

 

 

299095

20 1/2' Tubing for Tables

1/30/1989

15400-00

Growing

 

 

299096

2 Plub Dislodgers

2/8/1989

15400-00

Greenhouses & Systems

 

 

299097

Wiring for Boiler Room

3/6/1989

15400-00

Heavy Equipment (15 Years)

 

 

299099

Bal - Watering Syst./Echo Sys

3/7/1989

15400-00

Ghse Systems-Secnd 15

 

 

299101

VW Plastic

4/3/1989

15400-00

Ghse- Plastic Film Covering

 

 

258124

Priva comp. wiring

5/22/1989

15700-00

Computer Hardware

 

 

243244

TV/VCR Combination

7/18/1989

15700-00

Office Equipment

 

 

299107

3 H.P. Aerator

7/31/1989

15400-00

Greenhouses & Systems

 

 

299109

10 H.P. Motor (Rejacket)

8/7/1989

15400-00

Other Equip-Small

 

 

299108

24 Fans for Greenhouse

8/24/1989

15400-00

Ghse Equip-Small

 

 

299110

Roller Conveyor w/Air Cylinder

9/5/1989

15400-00

Ghse Equip-Large 15

 

 

21476

Wiring for Priva

9/25/1989

15200-00

Greenhouses & Systems

 

 

299106

Reverse Osmosis System

9/25/1989

15400-00

Ghse Equip-Large 15

 

 

299111

Ultraviolet Light (Water)

9/25/1989

15400-00

Small Equipment (10Y)

 

 

299116

Labeling Machine (MPI Label Sy

10/2/1989

15400-00

Ghse Equip-Large 15

 

 

227323

Retention Wall for New Pond

10/16/1989

15010-00

Land Improvements 30

 

 

299115

Packaging Machine (Mdl RM32A)

10/16/1989

15400-00

Small Equipment (10Y)

 

 

299117

Chemical Sprayer (Embar)

10/26/1989

15400-00

Growing

 

 

299119

Labeling System (Zebra 130)

11/6/1989

15400-00

Small Equipment (10Y)

 

 

299121

Addition to Potting Machine

11/20/1989

15400-00

Ghse Equip-Small 10

 

 

299118

Flat & Pot Filling System

11/27/1989

15400-00

Ghse Equip-Large 15

 

 

21478

C-House Fire Replacement

12/1/1989

15200-00

Greenhouses & Systems

 

 

21479

C-House Fire Repl.-Echos,Tabls

12/1/1989

15200-00

Growing

 

 

299122

Table System

1/15/1990

15400-00

Growing

 

 

299123

Dock Board (for easier loading

2/19/1990

15400-00

Small Equipment (10Y)

 

 

299124

Employee Lockers (for Maint.Dp

2/26/1990

15400-00

Small Equipment (10Y)

 

 

299126

Wheels for New Table System

2/26/1990

15400-00

Growing

 

 

162226

Air Conditioning (New Offices)

2/27/1990

15300-00

HVAC

 

 

299127

Paging System

2/27/1990

15400-00

Small Equipment (10Y)

 

 

162227

Office Construction

3/5/1990

15300-00

Misc Bldg Impv 15

 

 

162230

Office Construction

3/7/1990

15300-00

Misc Bldg Impv 15

 

 

162228

Office Construction

3/20/1990

15300-00

Misc Bldg Impv 15

 



 

162231

Carpet for Nick's Office

3/20/1990

15300-00

Building & Sturcture Improvement (15 Years)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

162229

Office Construction

3/26/1990

15300-00

Misc Bldg Impv 15

 

 

299128

Addition to Label System

3/29/1990

15400-00

Small Equipment (10Y)

 

 

21504

Fire Repair - Computer

3/31/1990

15200-00

Computer Hardware

 

 

162234

New Office Constr

4/5/1990

15300-00

Misc Bldg Impv 15

 

 

299130

Pipe for New Tables (Go-around

4/9/1990

15400-00

Growing

 

 

162233

New Offices

4/23/1990

15300-00

Misc Bldg Impv 15

 

 

21501

Fire Repair - Electrical

4/23/1990

15200-00

Building Improvements

 

 

299132

100 Roller Stop Sets for R.Bon

4/24/1990

15400-00

Small Equipment (10Y)

 

 

299133

R & D Metro Planter

4/26/1990

15400-00

Small Equipment (10Y)

 

 

299136

Concrete Forms

5/3/1990

15400-00

Concrete

 

 

162236

Carpeting & Tile - New Offices

5/8/1990

15300-00

Building & Sturcture Improvement (15 Years)

 

 

21502

Fire Repair - Electrical

5/14/1990

15200-00

Building Improvements

 

 

162235

New Office Construct.

5/29/1990

15300-00

Misc Bldg Impv 15

 

 

274376

1982 White Dump Truck

6/2/1990

15500-00

Automobiles (5 Years)

 

 

21503

Fire Repair - Electrical

6/18/1990

15200-00

Building Improvements

 

 

299137

Precision Drum Seeder (Mdl 180

6/25/1990

15400-00

Ghse Equip-Large 15

 

 

299138

4 Mohawk Boilers

6/25/1990

15400-00

Heavy Equipment (15 Years)

 

 

299140

12 Pumps for New Boilers

6/25/1990

15400-00

Pumps (5Y)

 

 

162237

NEW OFFICE CONSTRUCTION

7/9/1990

15300-00

Misc Bldg Impv 15

 

 

162238

Brick Front of Office Building

7/9/1990

15300-00

Misc Bldg Impv 15

 

 

162239

Concrete Front - Office

7/9/1990

15300-00

Misc Bldg Impv 15

 

 

299141

UPDATING SEEDER

7/9/1990

15400-00

Small Equipment (10Y)

 

 

299142

UP,PARTS,LABOR
NEW BOILER HOOK

7/9/1990

15400-00

Heavy Equipment (15 Years)

 

 

162240

Concrete - Labor Front Office

7/16/1990

15300-00

Concrete

 

 

299143

STACKS FOR BOILERS 1/3 PAY

7/20/1990

15400-00

Heavy Equipment (15 Years)

 

 

162241

Tiling for Bathrooms in Barn

7/23/1990

15300-00

Misc Bldg Impv 15

 

 

21505

Fire Replacement

7/23/1990

15200-00

Building Improvements

 

 

299144

HOUS
CHAMBERS FOR NEW TABLES B

7/23/1990

15400-00

Growing

 

 

243254

OFF
FILING CABINETS FOR DAWN'S

7/30/1990

15700-00

Office Equipment

 

 

162242

Office Construction

8/6/1990

15300-00

Misc Bldg Impv 15

 

 

299146

RM
CONCRETE WORK FOR E. BOILER

8/16/1990

15400-00

Heavy Equipment (15 Years)

 

 

299147

LABOR & MATLS BOILER HOOK UP

8/16/1990

15400-00

Ghse Systems-Secnd 15

 

 

299148

PARTS FOR PARTITIONS

8/16/1990

15400-00

Small Equipment (10Y)

 

 

299149

HOOK
ELECTRICAL WORK - BOILER

8/16/1990

15400-00

Heavy Equipment (15 Years)

 

 

299150

ACME FAN FOR GREENHOUSE

8/16/1990

15400-00

Ghse Equip-Small 10

 

 

162243

LABOR FOR BRICKING BUILDING

8/20/1990

15300-00

Misc Bldg Impv 15

 

 

21506

Fire Replacement

8/20/1990

15200-00

Driveway Repairs

 

 

299145

NEW TABLE FOR B-HOUSE

8/20/1990

15400-00

Ghse Equip-Large 15

 

 

21507

18 x 10 Door

9/1/1990

15200-00

Doors

 



 

162244

OFFICE CONSTRUCTION

9/4/1990

15300-00

Misc Bldg Impv 15

 

 

162246

CONCRETE & LABOR FOR FRONT

9/4/1990

15300-00

Concrete

 

 

299152

SPRAYER - HOTSY

9/10/1990

15400-00

Growing

 

 

 

 

 

 

 

 

 

                                                                                                         * Fed - Cost/Basis have been REDACTED

 

 

 

 

 

299156

CONSTRUCTION
EAST BOILER ROOM

9/13/1990

15400-00

Heavy Equipment (15 Years)

 

 

162245

BATHROOM FIXTURES FOR W/HI

9/17/1990

15300-00

Misc Bldg Impv 15

 

 

227325

TREES

9/17/1990

15010-00

Land Improvements

 

 

299157

Labor on Boiler Room Hookup

9/17/1990

15400-00

Heavy Equipment (15Y)

 

 

243255

REFRIGERATOR FOR OFFICE

9/21/1990

15700-00

Office Equipment

 

 

243256

REFRIGERATOR FOR SEED ROOM

9/21/1990

15700-00

Office Equipment

 

 

227326

GAS LINES TO NEW BOILERS

9/24/1990

15010-00

Heavy Equipment (15 Years)

 

 

299154

LABOR ON HEATING SYSTEM

9/24/1990

15400-00

Small Equipment (10Y)

 

 

299155

EXPANSION TANK ASSEMBLY

9/24/1990

15400-00

Small Equipment (10Y)

 

 

162247

FRONT DOOR (KURTZ GLASS CO.)

10/1/1990

15300-00

Doors

 

 

299159

HEAT/PIPE ASSEMBLY

10/9/1990

15400-00

Small Equipment (10Y)

 

 

299163

150 CAMS FOR TABLES

10/9/1990

15400-00

Growing

 

 

299164

400 CAMS FOR TABLES

10/9/1990

15400-00

Growing

 

 

299165

HEATING SYSTEM-PARTS & MATL

10/9/1990

15400-00

Ghse Equip-Large 15

 

 

299166

SYSTEM
TRI-FLOW VALVES HEATING

10/9/1990

15400-00

Small Equipment (10Y)

 

 

299160

SYSTEM
UPDATING BOOM WATERING

10/16/1990

15400-00

Booms

 

 

299161

GLASS COOLING PAD COVER

10/16/1990

15400-00

Small Equipment (10Y)

 

 

299158

LABOR HEATING SYSTEM

10/22/1990

15400-00

Ghse Equip-Large 15

 

 

299162

INSTALL. ROLL-UP CURTAINS

10/22/1990

15400-00

Ghse- Energy Curtains

 

 

299167

SYSTEM
INSULATION FOR HEATING

10/22/1990

15400-00

Ghse Equip-Large 15

 

 

299168

SENSORS
20 WATER TEMPERATURE

10/22/1990

15400-00

Small Equipment (10Y)

 

 

162248

(KETTERMAN)
HEATING FOR ATRIUM

10/29/1990

15300-00

HVAC

 

 

162249

CARPETING

10/29/1990

15300-00

Building & Sturcture Improvement (15 Years)

 

 

227327

BUSHES

10/29/1990

15010-00

Land Improvements

 

 

299170

NEW BOOMS-PARTS & LABOR

11/5/1990

15400-00

Ghse Systems-Secnd 15

 

 

299172

HEATING ZONE CONTROL PANELS

11/12/1990

15400-00

Ghse Equip-Large 15

 

 

299173

HEATING CREW LABOR

11/12/1990

15400-00

HVAC

 

 

299175

MATERIALS TO COVER CORRIDOR

11/12/1990

15400-00

Ghse Equip-Large 15

 

 

189523

8 X 10 DOOR

11/19/1990

15300-00

Doors

 

 

299169

12 X 14 DOOR EAST BOILER ROOM

11/19/1990

15400-00

Doors

 

 

299171

LABEL
INSTALLATION COST ON MPI

11/26/1990

15400-00

Small Equipment (10Y)

 

 

162250

MISC. CONSTRUCTION FINISHING

12/3/1990

15300-00

Misc Bldg Impv 15

 

 

299176

PARTS TO INSULATE BOILER

12/28/1990

15400-00

Heavy Equipment (15 Years)

 

 

299177

W/AGITA
PEAT MOSS HOPPER/MIXER

1/21/1991

15400-00

Ghse Equip-Large 15

 

 

299179

ROLL CURTAINS-SECT C1 & C2

1/28/1991

15400-00

Ghse- Energy Curtains

 

 

 

 

 

 

 

 

 



                                                                                                         * Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

 

299180

PLASTIC SIDEWALKS-C4 & BE A&B

1/28/1991

15400-00

Ghse Equip-Large 15

 

 

299181

2 PLUG DISLODGERS

2/11/1991

15400-00

Small Equipment (10Y)

 

 

162251

V.W.E. - WAGNERS FINISHING OFF

2/14/1991

15300-00

Misc Bldg Impv 15

 

 

299182

SLIDE
CONVEYOR UNIT W/HOPPER &

2/18/1991

15400-00

Ghse Equip-Small 10

 

 

299183

ROBOT

2/18/1991

15400-00

Ghse Equip-Large 15

 

 

299185

3 USED DOCK PLATES

2/20/1991

15400-00

Small Equipment (10Y)

 

 

162252

RACKS
USED STEEL BEAMS PALLET

2/25/1991

15300-00

Small Equipment (10Y)

 

 

162253

Finishing Work-Office

3/4/1991

15300-00

Misc Bldg Impv 15

 

 

299191

Addition to Seeder

3/11/1991

15400-00

Small Equipment (10Y)

 

 

189524

Tiling for Bathrooms in Barn

3/25/1991

15300-00

Misc Bldg Impv 15

 

 

299189

Shipping Belts

3/27/1991

15400-00

Ghse Equip-Large 15

 

 

299190

503 PC Galv Tub to Hang Bskts

3/27/1991

15400-00

Ghse Equip-Small 10

 

 

299195

Supports for Steam Pipes

5/2/1991

15400-00

Small Equipment (10Y)

 

 

299194

Pipe for East Bailer Room

5/20/1991

15400-00

Ghse Equip-Large 15

 

 

227329

South Parking Lot

5/30/1991

15010-00

Land Improvements 30

 

 

227330

Trees

6/10/1991

15010-00

Land Improvements

 

 

299197

Sissor Lift

6/13/1991

15400-00

Lifts

 

 

299198

Roller Racks

6/14/1991

15400-00

Ghse Equip-Large 15

 

 

299199

Rebuilt Engine Welder

7/15/1991

15400-00

Small Equipment (10Y)

 

 

299200

Screed for Concrete Work

7/18/1991

15400-00

Concrete/Gravel

 

 

41303

Construction

7/31/1991

15200-00

Greenhouses 30

 

 

41304

Construction

8/31/1991

15200-00

Greenhouses 30

 

 

299206

8 Dock Levelers

9/10/1991

15400-00

Other Equip-Small 07

 

 

299202

Turbo-Star Fogger

9/16/1991

15400-00

Ghse Equip-Small 10

 

 

299203

3 Twin Star Foggers

9/30/1991

15400-00

Ghse Equip-Large 15

 

 

299204

2 Turbo-Star Foggers

9/30/1991

15400-00

Ghse Equip-Small 10

 

 

299205

Recondition Javo Potting Mach

9/30/1991

15400-00

Greenhouse Equipment

 

 

41305

Construction

9/30/1991

15200-00

Greenhouses 30

 

 

41306

Construction

10/31/1991

15200-00

Greenhouses 30

 

 

299222

Smoke Stacks - East Boiler Rm

11/4/1991

15400-00

Heavy Equipment (15 Years)

 

 

227332

South Parking Lot

11/11/1991

15010-00

Land Improvements 30

 

 

299216

Turbo Fogger

11/11/1991

15400-00

Ghse Equip-Small 10

 

 

227333

Trees

11/18/1991

15010-00

Land Improvements

 

 

299217

Drum for Seeder

11/18/1991

15400-00

Small Equipment (10Y)

 

 

299218

Pallet Racks

11/25/1991

15400-00

Other Equip-Small 07

 

 

41307

Construction

11/30/1991

15200-00

Greenhouses 30

 

 

299223

Lights for D House

12/9/1991

15400-00

Ghse Systems-Secnd 15

 

 

179039

Loading Dock Structure

12/12/1991

15300-00

Other Buildings 30

 

 

179040

Loading Dock - Concrete

12/12/1991

15300-00

Concrete

 

 

299193

Table System for D-House

12/12/1991

15400-00

Growing

 

 

299196

Stands Table System D House

12/12/1991

15400-00

Ghse Equip-Large 15

 



 

299201

Prive for New D-House

12/12/1991

15400-00

Ghse Equip-Large 15

 

 

299208

Shading in D-House

12/12/1991

15400-00

Ghse- Energy Curtains 10

 

 

299211

Gro Lights - D House

12/12/1991

15400-00

Ghse Equip-Large 15

 

 

299212

Table System - D House

12/12/1991

15400-00

Ghse Equip-Large 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED



Picture 1 

 

 



 

41318

Light Control Panels

12/30/1992

15200-00

Ghse Systems-Primary 30

 

 

299279

Conveyors

1/13/1993

15400-00

Ghse Equip-Large 15

 

 

299261

50 Echoes

1/29/1993

15400-00

Ghse Systems-Secnd 15

 

 

299262

Labor for Echoes Install.

1/29/1993

15400-00

Ghse Systems-Secnd 15

 

 

299266

Water System (Recond Stor Tnk)

2/8/1993

15400-00

Other Equip-Small 07

 

 

243263

Air Condit for VJ's office

2/22/1993

15700-00

HVAC

 

 

299267

Pipework for Water System

2/22/1993

15400-00

Ghse Equip-Large 15

 

 

299268

Installation of Gro-lytes

2/22/1993

15400-00

Ghse Equip-Small 10

 

 

299269

Hot Water Boiler f/Water Systm

2/22/1993

15400-00

Heavy Equipment (15 Years)

 

 

299272

Steel to Install Echoes

3/15/1993

15400-00

Ghse Systems-Secnd 15

 

 

299270

Pump of Water System

3/30/1993

15400-00

Pumps (5Y)

 

 

299271

Tables Stands

3/31/1993

15400-00

Growing

 

 

299274

Install Echoes

4/6/1993

15400-00

Ghse Systems-Secnd 15

 

 

299273

Water Tunnel (Down payment)

4/20/1993

15400-00

Ghse Equip-Small 10

 

 

299276

Table System - D House (Inst)

4/27/1993

15400-00

Growing

 

 

299283

2 Elect. Cards (Taylor & Dunn)

5/11/1993

15400-00

Other Equip-Small 07

 

 

227339

Concrete

7/9/1993

15010-00

Concrete

 

 

227340

Outside Table Pads

7/26/1993

15010-00

Concrete

 

 

274396

Trailer

8/17/1993

15500-00

Trailer (5Y)

 

 

274397

Trailer

8/17/1993

15500-00

Trailer (5Y)

 

 

227341

Concrete - #3 Barn Exten.

8/18/1993

15010-00

Concrete

 

 

299282

Table System - F House

8/20/1993

15400-00

Ghse Equip-Large 15

 

 

189627

Back Extension - Concrete

9/1/1993

15300-00

Misc Bldg Impv 15

 

 

189526

Cheical Storage Enclosure Matl

9/8/1993

15300-00

Misc Bldg Impv 15

 

 

299284

Chlorinator

9/13/1993

15400-00

Ghse Equip-Large 15

 

 

227342

Concrete Outside Tables

9/28/1993

15010-00

Concrete

 

 

299285

Brando Trencher

9/28/1993

15400-00

Other Equip-Small 07

 

 

189628

Barn Extension

10/13/1993

15300-00

Other Buildings 30

 

 

299286

Post Robot

10/19/1993

15400-00

Ghse Equip-Large 15

 

 

189629

Construction - Barn Extension

10/25/1993

15300-00

Other Buildings 30

 

 

41320

Concrete

11/10/1993

15200-00

Concrete

 

 

299287

700 Moving Tables

11/15/1993

15400-00

Ghse Equip-Large 15

 

 

41321

Partition Walls

11/23/1993

15200-00

Ghse Structural Improvement

 

 

299288

Tables

12/10/1993

15400-00

Growing

 

 

299289

Fuel Tanks

12/15/1993

15400-00

Small Equipment (10Y)

 

 

189630

Gravel forConcrete

12/20/1993

15300-00

Concrete

 

 

299290

Sowing Line

12/20/1993

15400-00

Ghse Equip-Large 15

 

 

189632

Barn Extension

1/11/1994

15300-00

Other Buildings 30

 

 

299292

Table System for E3 &E4

1/31/1994

15400-00

Growing

 

 

299293

Truck Box for Seed Storage

2/17/1994

15400-00

Ghse Equip-Large 15

 

 

299295

3 Robots & Tower Table Mover

2/22/1994

15400-00

Ghse Equip-Large 15

 

 

299296

Generator #2

3/2/1994

15400-00

Generator

 

 

299313

50 Echos

3/20/1994

15400-00

Ghse Systems-Secnd 15

 

 

41323

Glazing

3/21/1994

15200-00

Ghse Structural Improvement

 

 

189633

Fire Doors

3/29/1994

15300-00

Doors

 

 

299298

Pipe to hold dripline -Cravo

4/4/1994

15400-00

Ghse Equip-Large 15

 

 

299297

Pipe for Echos

4/5/1994

15400-00

Ghse Systems-Secnd 15

 

 

299299

2 Taylor Dunn Carts SC1-59

4/13/1994

15400-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

299305

Crown Pump

4/13/1994

15400-00

Pumps (5Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 



 

299306

Wathering Pump

4/19/1994

15400-00

Pumps (5Y)

 

 

299300

40' Conveyor

4/26/1994

15400-00

Other Equip-Small 07

 

 

299301

2 Agitators

4/26/1994

15400-00

Production

 

 

299302

Material Hopper

4/26/1994

15400-00

Ghse Equip-Small 10

 

 

299303

1 Agitator

4/26/1994

15400-00

Small Equipment (10Y)

 

 

299304

Agitator for Peat Shredder

4/26/1994

15400-00

Ghse Equip-Small 10

 

 

299307

Seeder Drum - Landmark

4/26/1994

15400-00

Ghse Equip-Small 10

 

 

189634

Wiring for Overhead Doors

5/3/1994

15300-00

Misc Bldg Impv 15

 

 

299309

Install Update to Echoes

5/3/1994

15400-00

Ghse Systems-Secnd 15

 

 

299310

Sowing Drum for Seeder

5/18/1994

15400-00

Production

 

 

70007

Construction - Mertel Gravel

5/18/1994

15200-00

Greenhouses 30

 

 

299308

2-20' & 2-150' Conveyors

5/31/1994

15400-00

Ghse Equip-Large 15

 

 

299316

Robot Table System (F House)

6/28/1994

15400-00

Ghse Equip-Large 15

 

 

299317

2 Boilers

7/5/1994

15400-00

Heavy Equipment (15 Years)

 

 

299334

Production System (Hawe Elek)

7/6/1994

15400-00

Ghse Equip-Large 15

 

 

299318

2 Cold Water Washers

8/16/1994

15400-00

Other Equip-Small 07

 

 

299320

Insect Screen

8/16/1994

15400-00

Ghse Equip-Large 15

 

 

227346

Pipe for Pond

8/30/1994

15010-00

Greenhouses & Systems

 

 

299319

Air Gates for Table System

8/30/1994

15400-00

Growing

 

 

70009

Construction - Mertel Grvl

9/20/1994

15200-00

Greenhouses 30

 

 

227347

Lake Construction

9/27/1994

15010-00

Land Improvements 30

 

 

227348

New Parking Lot

9/27/1994

15010-00

Land Improvements 30

 

 

299321

Greenhouse Fans (All Houses)

9/29/1994

15400-00

Ghse Equip-Large 15

 

 

227349

Rock for Road

10/4/1994

15010-00

Land Improvements 30

 

 

299324

J. L. Aerial Platform

10/4/1994

15400-00

Ghse Equip-Large 15

 

 

299326

Tubing for Echo Installation

10/11/1994

15400-00

Ghse Systems-Secnd 15

 

 

189635

Concrete Replacement

11/8/1994

15300-00

Misc Bldg Impv 15

 

 

227352

Grading, Excav, & Hauling (Drv

11/8/1994

15010-00

Land Improvements 30

 

 

299328

Box Labeler (Printer)

11/8/1994

15400-00

Computer Hardware

 

 

299329

Box Labeler (Printer)

11/8/1994

15400-00

Computer Hardware

 

 

299330

Box Conveyor

11/8/1994

15400-00

Other Equip-Small 07

 

 

227350

Rock for Driveways & Pkg Lot

11/29/1994

15010-00

Land Improvements 30

 

 

227351

Grading - Drives & Lot

11/29/1994

15010-00

Land Improvements 30

 

 

299327

Exhaust Fan Enclosure

11/29/1994

15400-00

Ghse Equip-Large 15

 

 

299331

East Boiler Room Expansion

11/29/1994

15400-00

Heavy Equipment (15 Years)

 

 

299341

Potting Machine (Jaco, Inc.)

12/21/1994

15400-00

Ghse Equip-Large 15

 

 

258148

Jet Color Printer

12/30/1994

15700-00

Computer Hardware

 

 

299344

Flame Safeguard on 8 Boilers

12/30/1994

15400-00

Heavy Equipment (15 Years)

 

 

299346

2 Snowmobiles & Trailer

1/10/1995

15400-00

Small Equipment (10Y)

 

 

299348

Label System (MPI)

1/10/1995

15400-00

Ghse Equip-Large 15

 

 

299367

Priva Sensor (Hot water temp)

1/10/1995

15400-00

Other Equip-Small 07

 

 

299368

Priva extension

1/10/1995

15400-00

Ghse Systems-Secnd 15

 

 

179045

Galvanized Beams

1/18/1995

15300-00

Misc Bldg Impv 15

 

 

179046

Barn Extension - Construction

1/18/1995

15300-00

Other Buildings 30

 

 

179047

Floor in Extension (Davis Con)

1/18/1995

15300-00

Concrete

 

 

179049

Construction (Castner)

1/18/1995

15300-00

Other Buildings 30

 

 

179050

Davis Concrete

1/18/1995

15300-00

Other Buildings 30

 

 

179051

Lights for Barn (Complete)

1/25/1995

15300-00

Other Buildings 30

 

 

21509

C - House Extension (Construct

2/8/1995

15200-00

Greenhouses

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED



 

 

299369

Priva - interface motor/panels

2/10/1995

15400-00

Ghse Systems-Secnd 15

 

 

299361

Water Injection System (Flier)

2/13/1995

15400-00

Ghse Equip-Small 10

 

 

179052

Mertel Gravel

2/15/1995

15300-00

Other Buildings 30

 

 

179054

Chemical Storage Room (Castner

2/15/1995

15300-00

Misc Bldg Impv 15

 

 

179055

Four Overhead Steel Doors

2/15/1995

15300-00

Doors

 

 

299349

Boom Mounts (Double R)

2/15/1995

15400-00

Ghse Systems-Secnd 15

 

 

299350

Table Rails (Magnum Pipe)

2/15/1995

15400-00

Growing

 

 

299351

Heating System

2/15/1995

15400-00

Ghse Equip-Large 15

 

 

299421

Boiler Stacks - DblR

2/16/1995

15400-00

Heavy Equipment (15 Years)

 

 

100002

Construction (VWE)

2/20/1995

15200-00

Greenhouses 30

 

 

100003

Construction (Mertel Gravel)

2/20/1995

15200-00

Greenhouses 30

 

 

100004

Construction (Davis Concrete)

2/20/1995

15200-00

Greenhouses 30

 

 

100005

Construction (Mertel & Davis)

2/20/1995

15200-00

Greenhouses 30

 

 

100006

Construction

2/20/1995

15200-00

Greenhouses 30

 

 

100007

Construction

2/20/1995

15200-00

Greenhouses 30

 

 

100008

Construction

2/20/1995

15200-00

Greenhouses 30

 

 

100009

Construction

2/20/1995

15200-00

Greenhouses 30

 

 

100010

Heating System

2/20/1995

15200-00

HVAC

 

 

100011

Pipe Insulation for F-House

2/20/1995

15200-00

Ghse Systems-Primary 30

 

 

100012

Kettman Heating & Air

2/20/1995

15200-00

HVAC

 

 

100013

Electical Work - F-House (Tri)

2/20/1995

15200-00

Ghse Systems-Primary 30

 

 

100014

8 Sheets Shading Mtl (F-Hse)

2/20/1995

15200-00

Ghse- Energy Curtains

 

 

100015

Roof for F-House

2/20/1995

15200-00

Greenhouses 30

 

 

299314

Curtain System (C 5&6 & F 1-4)

2/20/1995

15400-00

Ghse- Energy Curtains

 

 

299315

Priva System Update (Incl Brds

2/20/1995

15400-00

Ghse Equip-Large 15

 

 

299322

Roof Fan & Enclosure (F-House)

2/20/1995

15400-00

Ghse Equip-Large 15

 

 

299325

1,000 Moving Tables (F-House)

2/20/1995

15400-00

Growing

 

 

299332

Table System - Steel Posts -F

2/20/1995

15400-00

Growing

 

 

299333

Heat Pumps (F 1-4)

2/20/1995

15400-00

Pumps (5Y)

 

 

299337

Heating System (C 5&6 & F 1-4)

2/20/1995

15400-00

Ghse Equip-Large 15

 

 

299338

Mount Echos (F 1-4)

2/20/1995

15400-00

Ghse Systems-Secnd 15

 

 

299339

Tables for F 1-4

2/20/1995

15400-00

Growing

 

 

299340

Pipe for Tables for F 1-4

2/20/1995

15400-00

Growing

 

 

299342

Heating System (Nordland)

2/20/1995

15400-00

Ghse Equip-Large 15

 

 

299352

Zebra Printer for Label System

2/23/1995

15400-00

Computer Hardware

 

 

21511

C 3,4,&5 (C-House extension)

2/28/1995

15200-00

Greenhouses

 

 

299353

Install Echos (Jolly) C4&5,F1-

3/2/1995

15400-00

Ghse Systems-Secnd 15

 

 

299354

Pot Filling System

3/8/1995

15400-00

Ghse Equip-Large 15

 

 

100021

Construction (Various)

3/15/1995

15200-00

Greenhouses 30

 

 

179053

Electrical Work (Tri-Town)

3/15/1995

15300-00

Misc Bldg Impv 15

 

 

299355

4 Dosatron Injectors

3/15/1995

15400-00

Pumps (5Y)

 

 

299356

Pins for Table Stacking System

3/15/1995

15400-00

Growing

 

 

299357

Curtain System (Cravo Unlmtd)

3/21/1995

15400-00

Ghse- Energy Curtains

 

 

100020

Labor - Construction (Lindaman

3/31/1995

15200-00

Greenhouses 30

 

 

21512

Labor - Construction

3/31/1995

15200-00

Greenhouses & Systems

 

 

299359

Install Booms & Echos

3/31/1995

15400-00

Booms

 

 

100017

Cooling Pads

4/13/1995

15200-00

Ghse Systems-Primary 30

 

 

100018

Electrical Work (Tri-Town)

4/13/1995

15200-00

Ghse Systems-Primary 30

 

 

100019

Pipe Insulation (A C & S Inc.)

4/19/1995

15200-00

Ghse Systems-Primary 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED



 

 

 

189638

Doors (Ill Val Door Co.)

4/19/1995

15300-00

Doors

 

 

299360

Install Booms & Echos

4/20/1995

15400-00

Booms

 

 

274407

1995 Utiltiy Trailer

5/1/1995

15500-00

Trailer (5Y)

 

 

299364

Pipe Insulation

5/16/1995

15400-00

Ghse Equip-Large 15

 

 

227355

Moving Power Lines

5/23/1995

15010-00

Land Improvements 30

 

 

189639

3 Overhead Doors(10x10,9x10,8x

7/18/1995

15300-00

Doors

 

 

227356

Pave road around greenhouse

8/22/1995

15010-00

Land Improvements 30

 

 

274412

14' Jon Boat (Riverview Marine

8/31/1995

15500-00

Landscape/Utility/Farm Equipment

 

 

227358

Move Power Lines

10/3/1995

15010-00

Land Improvements

 

 

299372

10 Heaters (Production)

11/1/1995

15400-00

Production

 

 

299373

3 Modene Heaters (Thrall Dist)

11/7/1995

15400-00

Ghse Equip-Small 10

 

 

299374

3 Cargo Heaters (Rue R. Elston

11/14/1995

15400-00

Small Equipment (10Y)

 

 

299375

Dosatron Injector (Metrolina)

11/14/1995

15400-00

Pumps (5Y)

 

 

227359

North Road Const. & Pond Upgrd

11/21/1995

15010-00

Driveway Repairs

 

 

110002

7 Acres - Cravo

12/1/1995

15200-00

Greenhouses 30

 

 

110003

Concrete (Davis Concrete)

12/1/1995

15200-00

Concrete

 

 

110004

Construction (Thrall Distrib.)

12/1/1995

15200-00

Greenhouses 30

 

 

110005

Construction (Concrete Prodct)

12/1/1995

15200-00

Concrete

 

 

110006

Construction (Starline)

12/1/1995

15200-00

Greenhouses 30

 

 

110007

Construction (Wolahan Lmbr)

12/1/1995

15200-00

Greenhouses 30

 

 

110008

Pipe for G1&G2 (Thrall Distr.)

12/1/1995

15200-00

Greenhouses 30

 

 

110010

Concrete ( Mertel Gravel)

12/1/1995

15200-00

Concrete

 

 

110011

Construction (Thrall Distrib.)

12/1/1995

15200-00

Greenhouses 30

 

 

110012

Construction (Ryerson, Joseph)

12/1/1995

15200-00

Greenhouses 30

 

 

110013

Construction Labor (Lindeman)

12/1/1995

15200-00

Greenhouses 30

 

 

110015

Concrete (Concrete Products)

12/1/1995

15200-00

Concrete

 

 

110016

Construction (Thrall Distrib.)

12/1/1995

15200-00

Greenhouses 30

 

 

110017

Concrete (Mertel Gravel) H-Hs.

12/1/1995

15200-00

Concrete

 

 

110018

Heating System (VW Intn'l)

12/1/1995

15200-00

Ghse Systems-Primary 30

 

 

110019

Construction Labor (Lindeman)

12/1/1995

15200-00

Greenhouses 30

 

 

110020

Construction (Mechanical Suply

12/1/1995

15200-00

Greenhouses 30

 

 

110022

Concrete (Mertel Concrete)

12/1/1995

15200-00

Concrete

 

 

110023

Construction Labor (Lindeman)

12/1/1995

15200-00

Greenhouses 30

 

 

110025

Concrete (Mertel Gravel)

12/1/1995

15200-00

Concrete

 

 

110026

Construction (Concrete Prodct)

12/1/1995

15200-00

Computer Hardware

 

 

110027

Construction Labor (Lindeman)

12/1/1995

15200-00

Greenhouses 30

 

 

110028

Construction Labor (Lindeman)

12/1/1995

15200-00

Greenhouses 30

 

 

110029

Additions to West Block -Cravo

12/1/1995

15200-00

Ghse Systems-Primary 30

 

 

110030

Concrete (Mertel Gravel)

12/1/1995

15200-00

Concrete

 

 

110032

Construction (Wolohan (VWE))

12/1/1995

15200-00

Greenhouses 30

 

 

110034

Construction Labor (Lindeman)

12/1/1995

15200-00

Greenhouses 30

 

 

110035

Construction (Thrall Distrib.)

12/1/1995

15200-00

Greenhouses 30

 

 

110037

Construction (Cravo # 8433)

12/1/1995

15200-00

Ghse Systems-Primary 30

 

 

110038

Construction (VW Greenhouse)

12/1/1995

15200-00

Ghse Systems-Primary 30

 

 

110039

Construction (VW Greenhouse)

12/1/1995

15200-00

Ghse Systems-Primary 30

 

 

110041

Construction Labor (Lindeman)

12/1/1995

15200-00

Greenhouses 30

 

 

299379

50 Echos (East Coast Designs)

12/1/1995

15400-00

Ghse Systems-Secnd 15

 

 

299385

Construction (Tri-Town Elec)

12/1/1995

15400-00

Greenhouses & Systems

 

 

299381

Black pipe for fire protection

12/5/1995

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED



 

 

 

 

299380

Labor for Heating System

12/12/1995

15400-00

Other Equip-Small 07

 

 

110042

Construction (VWE Cravo-poly/c

12/13/1995

15200-00

Ghse Systems-Primary 30

 

 

110036

Construction Labor (Lindeman)

12/21/1995

15200-00

Greenhouses 30

 

 

299382

2 Packaging Printers (Boxes,et

12/26/1995

15400-00

Computer Hardware

 

 

299384

Microjet Printer for Productn

12/26/1995

15400-00

Computer Hardware

 

 

110040

Construction (VW Greenhouse)

12/28/1995

15200-00

Ghse Systems-Primary 30

 

 

243275

15 Lockers for Growers

12/29/1995

15700-00

Office Equipment

 

 

299383

Fire Fighting Equipment (Hose&

12/29/1995

15400-00

Other Equip-Small 07

 

 

21514

Tie-in to A-4 (Betwn Prod.Room

1/25/1996

15200-00

Greenhouses 30

 

 

21515

Tie-in (A4 & Prod. Room)Concrt

1/25/1996

15200-00

Greenhouses 30

 

 

21516

Tie-in (A4 & Prod. Room)

1/25/1996

15200-00

Greenhouses 30

 

 

21517

Tie-in (A4 & Prod. Room)

1/25/1996

15200-00

Greenhouses 30

 

 

299411

Part of Booms (East Coast Des)

2/2/1996

15400-00

Booms

 

 

299387

Parts for Basket System (Cravo

2/5/1996

15400-00

Ghse Equip-Large 15

 

 

299388

Condenser (Truck Box Cooler)

2/5/1996

15400-00

Other Equip-Small 07

 

 

21518

Tie-in (A4 & Prod. Room)

2/6/1996

15200-00

Greenhouses 30

 

 

299376

Table System (Double R Manuf.)

2/13/1996

15400-00

Ghse Equip-Large 15

 

 

299377

Hanging Basket System (FW Syst

2/14/1996

15400-00

Ghse Equip-Large 15

 

 

21519

Tie-in (A4 & Prod. Room)

2/20/1996

15200-00

Greenhouses 30

 

 

299378

Stacker System (FW Systems)

2/20/1996

15400-00

Ghse Equip-Large 15

 

 

299390

18 Switch Boxes for Priva

2/20/1996

15400-00

Ghse Systems-Secnd 15

 

 

227361

4 Trees (Tonica Nurseries)

2/29/1996

15010-00

Land Improvements

 

 

299389

Threading Machine

2/29/1996

15400-00

Other Equip-Small 07

 

 

21520

Tie-in (A4 & Product. Room)

3/7/1996

15200-00

Greenhouses 30

 

 

179056

New Shop (Castner)

3/10/1996

15300-00

Other Buildings 30

 

 

179058

New Shop (Frame Door & Hdwr)

3/10/1996

15300-00

Other Buildings 30

 

 

179059

New Shop (Mertel Gravel)

3/10/1996

15300-00

Other Buildings 30

 

 

179060

New Shop (Mertel Gravel)

3/10/1996

15300-00

Other Buildings 30

 

 

179061

New Shop (Mertel Gravel)

3/10/1996

15300-00

Other Buildings 30

 

 

179062

New Shop (Castner Steel Bldgs)

3/10/1996

15300-00

Other Buildings 30

 

 

179063

New Shop (Mertel Gravel)

3/10/1996

15300-00

Other Buildings 30

 

 

299386

Table System Parts & Materials

3/19/1996

15400-00

Growing

 

 

110044

PVC Pipe (Thrall Dist.)

3/22/1996

15200-00

Ghse Systems-Primary 30

 

 

110045

Galvanized Pipe (Thrall)

3/22/1996

15200-00

Ghse Systems-Primary 30

 

 

299393

Cold Saw (Metric Am. Saws)

3/22/1996

15400-00

Other Equip-Small 07

 

 

299394

Booms (East Coast)

3/31/1996

15400-00

Booms

 

 

299396

Echos (East Coast)

3/31/1996

15400-00

Ghse Systems-Secnd 15

 

 

110047

Electical Work - D 5-10

4/12/1996

15200-00

Ghse Systems-Primary 30

 

 

299413

Echo Parts (Brackets-Rail Sup)

4/19/1996

15400-00

Ghse Systems-Secnd 15

 

 

299414

Hoses & Pipe (Heating Hookup)

4/19/1996

15400-00

Other Equip-Small 07

 

 

110051

Galv. Pipe for Drainage Syst.

5/10/1996

15200-00

Ghse Systems-Primary 30

 

 

299402

Dibble Units w/pneumatic brush

5/10/1996

15400-00

Ghse Equip-Small 10

 

 

299459

Wiring for Compressor to Barn

5/15/1996

15400-00

Other Equip-Small 07

 

 

299403

Galvanized Pipe (Thrall)

5/16/1996

15400-00

Other Equip-Small 07

 

 

299408

Catwalk in D-House for Bask Sy

5/16/1996

15400-00

Other Equip-Small 07

 

 

110052

Vent. & Wire for Dayton Htrs.

5/23/1996

15200-00

Ghse Systems-Primary 30

 

 

110053

Wiring Cravo - D-5

5/31/1996

15200-00

Ghse Systems-Primary 30

 

 

299410

Labor on Booms (F. Lindeman)

5/31/1996

15400-00

Booms

 

 

110048

Concrete - Davis Concrete

6/20/1996

15200-00

Concrete

 

 

 

 

 

 

 

 

 



* Fed - Cost/Basis have been REDACTED

 

 

 

 

110049

Ribar (Iron rods - in concret)

6/27/1996

15200-00

Ghse Systems-Primary 30

 

 

110050

Pipe for Drainage System

6/27/1996

15200-00

Ghse Systems-Primary 30

 

 

299400

Hanging Basket System (FWSyst)

6/27/1996

15400-00

Ghse Equip-Large 15

 

 

299404

Flat/Pot Robots W/ Pneum.LftGt

6/27/1996

15400-00

Ghse Equip-Large 15

 

 

299405

2,300 Wheelsets for Table Syst

6/27/1996

15400-00

Ghse Equip-Large 15

 

 

299422

Roller Bond (Dbl R Manuf.)

7/9/1996

15400-00

Ghse Equip-Large 15

 

 

299423

Freight on Basket Syst. (Hipag

7/18/1996

15400-00

Other Equip-Small 07

 

 

189641

Enclosure for Seeding Area

8/16/1996

15300-00

Misc Bldg Impv 15

 

 

299426

Glacier Core for Cooling Pads

8/16/1996

15400-00

Ghse Equip-Large 15

 

 

189642

12'x9' Overhead Door

8/30/1996

15300-00

Doors

 

 

110046

Blackout Curtain Syst. (CRAVO)

9/16/1996

15200-00

Ghse- Energy Curtains

 

 

110055

Construction Cost for July

9/16/1996

15200-00

Ghse Systems-Primary 30

 

 

110056

Construction (Flynn/VWE)

9/16/1996

15200-00

Ghse Systems-Primary 30

 

 

110057

Construction for August (Var)

9/16/1996

15200-00

Ghse Systems-Primary 30

 

 

110058

Labor (Globe Constr./Frank Lin

9/16/1996

15200-00

Ghse Systems-Primary 30

 

 

110059

Construction for Sept.

9/16/1996

15200-00

Ghse Systems-Primary 30

 

 

110060

Additional Parts for Cravo Hse

9/16/1996

15200-00

Ghse Systems-Primary 30

 

 

110061

Finishing Work on Construction

9/16/1996

15200-00

Ghse Systems-Primary 30

 

 

299428

Booms for D 1-4 (Part. Pay)

9/24/1996

15400-00

Ghse Systems-Secnd 15

 

 

243278

Carpet for Dispatch Office

9/26/1996

15700-00

Building & Sturcture Improvement (15 Years)

 

 

21522

Midsection betwn A-Hs & W/h#1

10/24/1996

15200-00

Greenhouses 30

 

 

299437

Moving Table System (VW GRNHS)

11/1/1996

15400-00

Ghse Equip-Large 15

 

 

299438

Labor - Mov Tbl Sys (Willem L)

11/1/1996

15400-00

Ghse Equip-Large 15

 

 

227362

Trees (Tonica Nurseries)

11/7/1996

15010-00

Land Improvements

 

 

110063

Labor - Finishing wk (Lindeman

11/18/1996

15200-00

Greenhouse & Systems

 

 

21523

Midsection Const. (Castner)

11/21/1996

15200-00

Greenhouses 30

 

 

299436

Pipe for Hanging Basket System

11/21/1996

15400-00

Other Equip-Small 07

 

 

299443

Auto Laser 500 System (Tower)

11/21/1996

15400-00

Other Equip-Small 07

 

 

299444

1 Ton Chain Hoist

11/21/1996

15400-00

Small Equipment (10Y)

 

 

21526

Midsect. Constr. (Mertel)

11/27/1996

15200-00

Greenhouses 30

 

 

299441

(B&Lawson) 1 Flat & Pot Filling System

11/27/1996

15400-00

Production

 

 

21527

Midsect. Constr. (Mertel)

12/5/1996

15200-00

Greenhouses 30

 

 

299445

Case Sealer (Shorr Paper Prod)

12/5/1996

15400-00

Other Equip-Small 07

 

 

227363

Blacktopping - Park.Lot,Roadwy

12/6/1996

15010-00

Driveway Repairs

 

 

189643

Soil Room Construct. (Concret)

12/15/1996

15300-00

Other Buildings 30

 

 

189644

Soil Room Construct. (Castner)

12/15/1996

15300-00

Other Buildings 30

 

 

189646

Soil Room Construct.-Concrete

12/15/1996

15300-00

Concrete

 

 

21524

Mid-section Const.(Carter Lmb)

12/15/1996

15200-00

Greenhouses 30

 

 

110062

Polycarbonate Walls (92 piecs)

12/30/1996

15200-00

Greenhouse & Systems

 

 

299448

250' Belt Conveyor (Flier USA)

12/30/1996

15400-00

Ghse Equip-Large 15

 

 

299449

Seeder (Mdl 100EMW) seed-air-m

12/30/1996

15400-00

Ghse Equip-Large 15

 

 

299455

Priva Interface (2 panels)

12/30/1996

15400-00

Other Equip-Small 07

 

 

299457

INJECTORS 2 - 100 GPM DOSATRON

12/30/1996

15400-00

Pumps (5Y)

 

 

299458

Galv Tubng for HB Syst in D1-4

12/30/1996

15400-00

Other Equip-Small 07

 

 

21525

Midsection Constr (Castner)

12/31/1996

15200-00

Greenhouses 30

 

 

299453

Ink Jet Upgrade for existg lin

12/31/1996

15400-00

Ghse Equip-Large 15

 

 

299468

Roller Bond (2nd Half -1st7/96

1/15/1997

15400-00

Ghse Equip-Large 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED



 

 

 

 

 

110065

Gasline in D1-4 (Thrall Dist)

1/24/1997

15200-00

Greenhouse & Systems

 

 

110066

Ankr-Tite for D1-5 (Fastenal)

1/31/1997

15200-00

Greenhouse & Systems

 

 

189647

Concrete for Soil Room - Davis

1/31/1997

15300-00

Concrete

 

 

189648

Gravel for Concrete (Mertel)

2/6/1997

15300-00

Concrete

 

 

299462

Air Chambers for Table System

2/6/1997

15400-00

Growing

 

 

299463

Boom Supports (Magnum Pipe)

2/6/1997

15400-00

Booms

 

 

189649

Concrete for Soil Room - Davis

2/13/1997

15300-00

Concrete

 

 

299464

Grating for Catwalk (McNichol)

2/14/1997

15400-00

Other Equip-Small 07

 

 

189650

Ribar for Concrete (VWE-Woloha

2/20/1997

15300-00

Concrete

 

 

110069

Gasline to Cravo - D1 (thrB1C1

2/27/1997

15200-00

Ghse Systems-Primary 30

 

 

227366

North Roadway - Starline Const

3/6/1997

15010-00

Driveway Repairs

 

 

41324

Electrical for Gro-lights

3/6/1997

15200-00

Greenhouses & Systems

 

 

110067

Gateway Vinyl Door w/vision pn

3/13/1997

15200-00

Doors

 

 

299465

Rebuild PLC Hardware & Softwar

3/19/1997

15400-00

Ghse Equip-Large 15

 

 

110070

New Wiring in D1-4 Cravo

3/20/1997

15200-00

Greenhouse & Systems

 

 

110071

Water Line D1-4 Cravo

3/20/1997

15200-00

Greenhouse & Systems

 

 

299466

200 Hose Trolleys for Irrigatn

3/20/1997

15400-00

Other Equip-Small 07

 

 

299467

2 Crosswise Agitators

3/26/1997

15400-00

Other Equip-Small 07

 

 

299469

2 - 16' Operators for Ovrhd Dr

3/26/1997

15400-00

Other Equip-Small 07

 

 

299470

Pipe, Hose for Heaters in D1-5

4/4/1997

15400-00

Other Equip-Small 07

 

 

299471

Parts for Basket Syst in D2

4/4/1997

15400-00

Other Equip-Small 07

 

 

285254

2 Stock Chasers - Allied Hndlg

4/11/1997

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

299472

Venting & Wiring Heaters D Hs

4/11/1997

15400-00

Other Equip-Small 07

 

 

299475

2 Radios w/ Batteries

4/24/1997

15400-00

Small Equipment (10Y)

 

 

299476

Pot lifters & Stops for tray f

4/24/1997

15400-00

Other Equip-Small 07

 

 

299479

Aircraft Cable for new Echos

5/1/1997

15400-00

Ghse Systems-Secnd 15

 

 

110068

Electrical - Var -Htrs, Bsk Mv

5/9/1997

15200-00

Greenhouse & Systems

 

 

285257

1996 Ottawa Spotting Tractor

5/29/1997

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

299488

Add'l Flat Setup/Dibble Brd

6/12/1997

15400-00

Other Equip-Small 07

 

 

243281

Lockers for Lunchroom

6/20/1997

15700-00

Office Equipment

 

 

299489

Peat Hopper w/ Dbl Agitator

6/20/1997

15400-00

Ghse Equip-Large 15

 

 

299490

100 Lb Dry Chemical Hopper

6/20/1997

15400-00

Other Equip-Small 07

 

 

243282

Booths/Tables for Lunchroom

6/26/1997

15700-00

Office Equipment

 

 

299492

Soilmixer

7/23/1997

15400-00

Production

 

 

299493

2 Pressure Washers - 5 hp

8/14/1997

15400-00

Landscape/Utility/Farm Equipment

 

 

299495

Roller Bond Track (D1-8)

9/12/1997

15400-00

Ghse Equip-Large 15

 

 

179064

Door Structure for Shipping Bn

9/19/1997

15300-00

Other Buildings 30

 

 

243283

Fireproof File Cabinet (BC)

10/2/1997

15700-00

Office Equipment

 

 

299501

Shipping for Soil Conveyor

10/2/1997

15400-00

Ghse Equip-Small 10

 

 

299500

10 Heaters for Trailrs-HKIII30

10/9/1997

15400-00

Small Equipment (10Y)

 

 

299502

8 Moving Carts for Booms-D Hs.

10/9/1997

15400-00

Booms

 

 

110073

D-1 Addition - Davis Concrete

10/21/1997

15200-00

Concrete

 

 

227368

Upgrade to Drivway & Storg Are

10/23/1997

15010-00

Driveway Repairs

 

 

110074

D-1 Addition - Mertel Gravel

10/30/1997

15200-00

Gravel

 

 

299503

14 Gas Fired Heaters for Grnhs

10/30/1997

15400-00

Ghse Equip-Small

 

 

299505

1 Motorola Radio

10/30/1997

15400-00

Small Equipment (10Y)

 

 

110075

Concrete for Ad-On to D1

11/20/1997

15200-00

Concrete

 

 

299507

Air Compressor/Dryer/Filter Eq

11/20/1997

15400-00

Landscape/Utility/Farm Equipment

 



 

299508

D20S 100 GPM Dosatron Injector

11/28/1997

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

110076

Structure for Cravo Retract-Rf

12/5/1997

15200-00

Greenhouses 30

 

 

110077

Retract-a-Roof Operating Syst.

12/5/1997

15200-00

Ghse Systems-Primary 30

 

 

162256

New Cafeteria - Gravel - Mertl

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162257

Cafeteria-Fabricate Beams,Colm

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162258

Architects Fees for Cafeteria

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162259

Cafeteria - Gravel for Conc

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162260

Cafeteria - Concrete - Davis

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162261

Cafeteria - Gravel - Mertel

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162262

Cafeteria - Beams & Columns Fn

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162263

Cafeteria - Lumber - Hundman

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162264

Cafeteria - Materials - Allen

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162265

Cafeteria - Lumber -Roselle Lr

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162266

Cafeteria - Sledgister Constr.

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162267

Cafeteria - Lights -Springfld.

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162268

Cafeteria - Mat'l-VWE Hundman

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162269

Cafeteria - Lumber - Roselle

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162270

Cafeteria - Granville Floor

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162271

Cafeteria Materials - Allen

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162272

Furnace for Cafeteria - Kettmn

12/5/1997

15300-00

HVAC

 

 

162273

Cafeteria - Fan & Lights

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162274

Lumber for Cafeteria - Roselle

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162275

Cafeteria - Koolmaster/VWE

12/5/1997

15300-00

Office Equipment

 

 

162276

Cafet. - Block work for Bathrm

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162277

Cafeteria - Materials _ VWE

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162278

Cafeteria/Restrm Fixtures

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162279

Cafeteria Materials - Allen lm

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

162280

Restrooms in New Cafet. - VWE

12/5/1997

15300-00

Misc Bldg Impv 15

 

 

110078

Concrete for add-on D1 (Mertl

12/11/1997

15200-00

Concrete

 

 

299509

Bucket Soil Elevator - N.SoilR

12/11/1997

15400-00

Production

 

 

162281

New Cafeteria - Electrical

12/18/1997

15300-00

Misc Bldg Impv 15

 

 

299512

3 Drum Cylinger Heads for 9631

12/18/1997

15400-00

Ghse Equip-Small 10

 

 

299518

New Pump for Old Well - VWE

12/18/1997

15400-00

Pumps (5Y)

 

 

299519

Roller Bond in North D (Dbl R)

1/15/1998

15400-00

Ghse Equip-Large 15

 

 

162283

Cafeteria Final Pay (Sledgistr

1/22/1998

15300-00

Misc Bldg Impv 15

 

 

299516

32 Echos for A13 & A14 (East C

2/5/1998

15400-00

Ghse Systems-Secnd 15

 

 

299522

Mat'l for Germ Chamber (Complt

2/5/1998

15400-00

Ghse Equip-Small 10

 

 

299527

Water Conditioner (Tri County)

2/5/1998

15400-00

Other Equip-Small 07

 

 

162284

Septic System (Starline Const)

2/12/1998

15300-00

Other Buildings 30

 

 

299559

Mat'l for Roller Bond - D Nth

2/12/1998

15400-00

Other Equip-Small 07

 

 

299560

Airline for Germ Chamber

2/12/1998

15400-00

Ghse Equip-Small 10

 

 

299514

Spindle Transplanter - Flier U

2/15/1998

15400-00

Ghse Equip-Large 15

 

 

299515

Automated Filling System

2/15/1998

15400-00

Ghse Equip-Large 15

 

 

299528

4 Movable Booms in D 1-8

2/19/1998

15400-00

Booms

 

 

299529

Roller Bond Mat'l for North D

2/26/1998

15400-00

Other Equip-Small 07

 

 

299539

Addt'l 288 Plug Tray Set(32ES)

3/2/1998

15400-00

Ghse Equip-Small 10

 

 

110079

Install Suspended Heaters in D

3/5/1998

15200-00

Ghse Systems-Primary 30

 

 

162286

Wirng/Light storage rm ovr caf

3/5/1998

15300-00

Misc Bldg Impv 15

 



 

299530

Air Brakes for Roller Bond

3/5/1998

15400-00

Other Equip-Small 07

 

 

299532

Storage light over Lunch Room

3/5/1998

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

299545

Roller Bond Wheels for D1-8

3/5/1998

15400-00

Other Equip-Small 07

 

 

299531

Air Brakes for Roller Bond

3/19/1998

15400-00

Other Equip-Small 07

 

 

299541

Water All (Blackmore Company)

3/19/1998

15400-00

Other Equip-Small 07

 

 

299494

Germination Chamber w/liftunit

3/20/1998

15400-00

Ghse Equip-Large 15

 

 

299517

Germ. Chamber (Aluma Shield)

3/20/1998

15400-00

Ghse Equip-Large 15

 

 

299520

Germination Chamber (Cravo Eq)

3/20/1998

15400-00

Heavy Equipment (15Y)

 

 

299521

Germination Chamber (Davis C)

3/20/1998

15400-00

Heavy Equipment (15Y)

 

 

299523

Germination Chamber (Tri-Town)

3/20/1998

15400-00

Heavy Equipment (15Y)

 

 

299524

Germination Chamber (Mertel)

3/20/1998

15400-00

Heavy Equipment (15Y)

 

 

299525

Germ Chamber (Elka Air)Humidif

3/20/1998

15400-00

Heavy Equipment (15Y)

 

 

299533

Germination Chamber (Springfld

3/20/1998

15400-00

Heavy Equipment (15Y)

 

 

299534

Germination Chamber (Springfld

3/20/1998

15400-00

Heavy Equipment (15Y)

 

 

299535

Germ Chamber -instal heat pump

3/20/1998

15400-00

Pumps (5Y)

 

 

299536

Germ Chamber (Tri-Town Elect.)

3/20/1998

15400-00

Heavy Equipment (15Y)

 

 

299543

Duct for Air Dryer - East Blrm

3/25/1998

15400-00

Other Equip-Small 07

 

 

299544

Table System Mat'ls -Var place

3/25/1998

15400-00

Growing

 

 

299551

4 Movable Booms for A13&14

3/25/1998

15400-00

Booms

 

 

299552

Roller Bond Mat'l for A13&14

3/27/1998

15400-00

Other Equip-Small 07

 

 

299553

Table System (Dbl R Manuf.)

4/2/1998

15400-00

Growing

 

 

41333

Foundation - A14 (Mertel Grav)

4/2/1998

15200-00

Greenhouses 30

 

 

299554

Germ. Chamber (Vent&Wir Heat P

4/10/1998

15400-00

Heavy Equipment (15Y)

 

 

299555

Germ Chamber (wire for heat pu

4/10/1998

15400-00

Heavy Equipment (15Y)

 

 

41325

A13-14 Glass House Structure

4/15/1998

15200-00

Greenhouses 30

 

 

41326

A13-14 Glass-Ventg,Heatg,Curtn

4/15/1998

15200-00

Ghse- Energy Curtains

 

 

41327

Concrete for A13 & A 14 (Mert)

4/15/1998

15200-00

Concrete

 

 

41328

Labor for Concr. - A13-14(Davs

4/15/1998

15200-00

Greenhouses 30

 

 

41329

Concrete for A13 & A14(Mertel)

4/15/1998

15200-00

Concrete

 

 

299556

Roller Bond for A13 & A14

4/16/1998

15400-00

Ghse Equip-Large 15

 

 

110080

Wall Panels in D2 (Castner)

4/23/1998

15200-00

Ghse- Plexiglas Covering 15

 

 

299557

Germ Chamber (Tri-Town Elec)

4/23/1998

15400-00

Heavy Equipment (15Y)

 

 

41334

Drain pipe for A13 & A14

4/23/1998

15200-00

Ghse Systems-Primary 30

 

 

41336

A13 & A14 Construct. (Starlin)

4/30/1998

15200-00

Greenhouses 30

 

 

110081

Galv Tubing for Echos in D1

5/1/1998

15200-00

Greenhouse & Systems

 

 

299563

Speed Controls for Basket Syst

5/1/1998

15400-00

Ghse Equip-Large 15

 

 

110083

Blackout Curtain System -Cravo

5/15/1998

15200-00

Ghse- Energy Curtains

 

 

299550

Priva for Cravo House - D

5/15/1998

15400-00

Ghse Equip-Large 15

 

 

299569

1200 Moving Tables (VW Greenh)

5/15/1998

15400-00

Growing

 

 

299566

2 Taylor Dunn Carts (SC-159)

5/22/1998

15400-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

299568

2 Sets Pot Holders (Javo USA)

5/22/1998

15400-00

Other Equip-Small 07

 

 

41335

Wiring for Window Motors, etc.

5/22/1998

15200-00

Ghse Systems-Primary 30

 

 

227371

New Well (Albrecht Well Drill)

5/29/1998

15010-00

Heavy Equipment (15Y)

 

 

100022

Concrete for Addition to C12

6/4/1998

15200-00

Concrete

 

 

299570

Wiring for Echos,Priva,Bsk Drv

6/18/1998

15400-00

Ghse Systems-Secnd 15

 

 

41337

Construct. for add-on Bay A14

6/18/1998

15200-00

Concrete

 

 

110087

Shade Retention System (Cravo)

6/25/1998

15200-00

Ghse- Energy Curtains

 

 

41338

Concrete for Add-on Bay @A14

6/25/1998

15200-00

Concrete

 



 

299577

Power for A13 & A14 (Tri-Town)

7/16/1998

15400-00

Ghse Equip-Large 15

 

 

41339

Davis Concrete - A13 & A14

7/16/1998

15200-00

Concrete

 

 

41340

Mertel Gravel - A13 & A14

7/16/1998

15200-00

Greenhouses 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

70016

Extension B12 - Mertel Gravel

7/23/1998

15200-00

Greenhouses 30

 

 

243286

Tran Air Furnace - 2nd fl.mid.

7/30/1998

15700-00

HVAC

 

 

70018

B12 Extension - Mertel Gravel

7/30/1998

15200-00

Greenhouses 30

 

 

41341

Mertel Gravel (A13 & A14)

8/6/1998

15200-00

Greenhouses 30

 

 

100023

C12 Extension - Davis Concrete

8/13/1998

15200-00

Concrete

 

 

100024

C12 Extension - Davis Concrete

8/13/1998

15200-00

Concrete

 

 

70017

B12 Extension - Mertel Gravel

8/13/1998

15200-00

Greenhouses 30

 

 

100025

C12 Extension - Mertel Gravel

8/20/1998

15200-00

Gravel

 

 

100026

C12 Extension - Mertel Gravel

8/27/1998

15200-00

Gravel

 

 

100027

C12 Extension - Mertel Gravel

9/3/1998

15200-00

Gravel

 

 

110086

Mertel Gravel

9/10/1998

15200-00

Gravel

 

 

299579

Parts for Echos in A & B House

9/18/1998

15400-00

Ghse Systems-Secnd 15

 

 

299580

C-Hs.(Auto Trnsfr Switch,Panel

9/18/1998

15400-00

Other Equip-Small 07

 

 

299581

8 Booms for A13 & A14 (+#9616)

10/2/1998

15400-00

Booms

 

 

299582

Dibble Conveyor (Bouldin & Ln)

10/2/1998

15400-00

Ghse Equip-Small 10

 

 

299583

Parts for Booms (Cherry Creek)

10/8/1998

15400-00

Booms

 

 

299584

Miller Bobcat Welder (225NT)

10/8/1998

15400-00

Landscape/Utility/Farm Equipment

 

 

299585

Moving Table System (Magnum P)

10/15/1998

15400-00

Growing

 

 

299586

Controller for 64 Echos (Feed)

10/29/1998

15400-00

Ghse Systems-Secnd 15

 

 

299565

Priva for A13 & A14 (Climate C

11/27/1998

15400-00

Ghse Equip-Large 15

 

 

299595

2 Electic Carts - Minute Miser

11/27/1998

15400-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

299601

1730 Legs & Tops for Tables

12/10/1998

15400-00

Growing

 

 

299603

Container for Compactor

12/11/1998

15400-00

Other Equip-Small 07

 

 

299598

32 Roller Bond for Tables

12/21/1998

15400-00

Ghse Equip-Large 15

 

 

299599

Upgrade - Series 4 Imaje ink j

12/21/1998

15400-00

Other Equip-Small 07

 

 

227372

Rock for Road -North end E-Hos

12/29/1998

15010-00

Driveway Repairs

 

 

299600

Semiauto Top Bottom Taper Ovrs

12/31/1998

15400-00

Other Equip-Small 07

 

 

299631

Stretch Cylinder Seeder w/PLC

1/15/1999

15400-00

Ghse Equip-Large 15

 

 

162288

Growers Office - Materials

1/20/1999

15300-00

Misc Bldg Impv 15

 

 

162289

Grower Office - Labor - Davis

1/28/1999

15300-00

Misc Bldg Impv 15

 

 

162290

Grower Office - Materials

1/28/1999

15300-00

Misc Bldg Impv 15

 

 

162291

Grower Offices - Materials

2/3/1999

15300-00

Misc Bldg Impv 15

 

 

162292

Grower Office - Tile for Floor

2/11/1999

15300-00

Misc Bldg Impv 15

 

 

299593

IF Panel for Lite Syst A13-14

2/11/1999

15400-00

Ghse Equip-Large 15

 

 

299609

Roller Bond for C11-12 (Tabls)

2/11/1999

15400-00

Other Equip-Small 07

 

 

100029

Tri-Town Elec. - Install Cond

2/18/1999

15200-00

Ghse Systems-Secnd 15

 

 

130041

Galv Pipe for Air Line - Thral

2/25/1999

15200-00

Ghse Systems-Primary 30

 

 

162293

Grower Office - Quality Buildr

2/25/1999

15300-00

Misc Bldg Impv 15

 

 

21530

Waterpipe for B 1-8 (Thrall)

2/25/1999

15200-00

Greenhouses & Systems

 

 

299575

132 Echos - A&B Hs (Cherry Crk

2/25/1999

15400-00

Ghse Systems-Secnd 15

 

 

299590

Automatd Filling Syst.(North P

2/25/1999

15400-00

Ghse Equip-Large 15

 

 

299591

Spindle Transplantr & Syst STS

2/25/1999

15400-00

Ghse Equip-Large 15

 

 

299607

Rails for Waterg Booms-A&B Hse

2/25/1999

15400-00

Booms

 

 

130042

Galvan. Pipe - Thrall

3/11/1999

15200-00

Ghse Systems-Primary 30

 

 

162295

Windows -Grwr Off,Upstrs, recp

3/11/1999

15300-00

Misc Bldg Impv 15

 

 

299610

Chlorine Analyzer -Model CL/17

3/11/1999

15400-00

Other Equip-Small 07

 

 

162296

Growr Office - Labor - Davis

3/12/1999

15300-00

Misc Bldg Impv 15

 



 

299611

Pallet Racks - Wolohan Lumber

3/12/1999

15400-00

Other Equip-Small 07

 

 

299612

Crown Forklift/Manlift - Woloh

3/15/1999

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

162297

Grower Office - Quality Blders

3/18/1999

15300-00

Misc Bldg Impv 15

 

 

299578

Belt System for Transpl. Line

3/18/1999

15400-00

Ghse Equip-Large 15

 

 

299606

Climate Control Syst - E1-2

3/18/1999

15400-00

Ghse Equip-Large 15

 

 

299613

Conduit for Gro lites - E Hous

3/18/1999

15400-00

Ghse Equip-Large 15

 

 

130002

Construct. - Moving Dirt

3/22/1999

15200-00

Greenhouses 30

 

 

130003

Prairie State Excavat - Earth

3/22/1999

15200-00

Greenhouses 30

 

 

130004

Culvert for E-House (VWE-Flyn)

3/22/1999

15200-00

Greenhouses 30

 

 

130005

Glass House - Structure (Prins

3/22/1999

15200-00

Greenhouses 30

 

 

130006

E1-4 Glass House - Equipment P

3/22/1999

15200-00

Greenhouses 30

 

 

130007

Earth Moving (Prairie & Patten

3/22/1999

15200-00

Land Improvements

 

 

130008

Tower Equip. (Equip. Rental)

3/22/1999

15200-00

Greenhouses 30

 

 

130009

Drainage for E-House (VWE/Flyn

3/22/1999

15200-00

Ghse Systems-Primary 30

 

 

130011

Davis Concrete

3/22/1999

15200-00

Concrete/Gravel

 

 

130012

Rock - Starline Construction

3/22/1999

15200-00

Concrete/Gravel

 

 

130013

Mertel Gravel for Concrete

3/22/1999

15200-00

Concrete/Gravel

 

 

130014

Mertel Gravel for Concrete

3/22/1999

15200-00

Concrete/Gravel

 

 

130015

Mertel Gravel for Concrete

3/22/1999

15200-00

Concrete/Gravel

 

 

130016

Davis Concrete

3/22/1999

15200-00

Concrete/Gravel

 

 

130017

Davis Concrete

3/22/1999

15200-00

Concrete/Gravel

 

 

130020

Construction - Thrall

3/22/1999

15200-00

Greenhouses 30

 

 

130022

Earth Moving - Prairie State

3/22/1999

15200-00

Land Improvements

 

 

130023

Ribar & Wood for Concrete work

3/22/1999

15200-00

Concrete/Gravel

 

 

130024

Carroll Dist. & Construction

3/22/1999

15200-00

Greenhouses 30

 

 

130025

Midwest Testing Service

3/22/1999

15200-00

Greenhouses 30

 

 

130026

Concrete Pumping - Midwest Ltd

3/22/1999

15200-00

Concrete/Gravel

 

 

130027

Concrete Pumping

3/22/1999

15200-00

Concrete/Gravel

 

 

130029

Starline - Komatsu & Dozr Rent

3/22/1999

15200-00

Greenhouses 30

 

 

130030

Cattani - Crane Rental

3/22/1999

15200-00

Greenhouses 30

 

 

130031

Earth Moving - Prairie State

3/22/1999

15200-00

Land Improvements

 

 

130032

Construction - King Engineerin

3/22/1999

15200-00

Greenhouses 30

 

 

130033

Construction - Advanced Engin.

3/22/1999

15200-00

Greenhouses 30

 

 

130034

Welders - VWE/Prins

3/22/1999

15200-00

Greenhouses 30

 

 

130035

Tri-Town Elect.hook-up E House

3/22/1999

15200-00

Greenhouses 30

 

 

130036

Davis Concrete

3/22/1999

15200-00

Concrete/Gravel

 

 

130037

Concrete Pumping - Midwest LTD

3/22/1999

15200-00

Concrete/Gravel

 

 

130038

Davis Concrete (port of 1/28py

3/22/1999

15200-00

Concrete/Gravel

 

 

130039

Tri-Town Elec. -

3/22/1999

15200-00

Greenhouses 30

 

 

130040

Tri-Town Electric (pd 2/18/98)

3/22/1999

15200-00

Greenhouses 30

 

 

299608

192 Booms - A&B Hse (Cherry Cr

3/22/1999

15400-00

Booms

 

 

299614

18 Un multi-task echo Controlr

3/30/1999

15400-00

Ghse Systems-Secnd 15

 

 

41342

A13-14 Glass Struct.-Final Pay

4/1/1999

15200-00

Ghse Systems-Primary 30

 

 

41343

A13-14 glass-Ventg,Heatg,Curtn

4/1/1999

15200-00

Ghse- Energy Curtains

 

 

130043

Electrical Materials - Springf

4/2/1999

15200-00

Greenhouses 30

 

 

130044

Electrical Work - Elmore Elect

4/2/1999

15200-00

Greenhouses 30

 

 

130045

Poly & Blade for Concrete Work

4/2/1999

15200-00

Concrete/Gravel

 



 

299629

Pneumatech AD175 Air Dryer

4/2/1999

15400-00

Other Equip-Small 07

 

 

299616

Bal on 8 Booms Asset# 9581

4/12/1999

15400-00

Booms

 

 

130046

Galvan Pipe - Thrall

4/15/1999

15200-00

Greenhouses 30

 

 

162298

Heating System for Growers Off

4/15/1999

15300-00

Misc Bldg Impv 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

299617

Base for Radios - Motorola

4/15/1999

15400-00

Other Equip-Small 07

 

 

299618

Priva - Mtr Circut Cntrlr, etc

4/26/1999

15400-00

Other Equip-Small 07

 

 

130047

Pipe Insul.&Jacketg (Heatng

4/28/1999

15200-00

Greenhouses 30

 

 

285261

Exmark V36-14K-5 Mower

5/7/1999

15600-00

Small Equipment (10Y)

 

 

299622

Grippg&Plantg Fingers-Transplr

5/7/1999

15400-00

Ghse Equip-Small 10

 

 

299623

Gripping Fingers - STS Transpl

5/7/1999

15400-00

Ghse Equip-Small 10

 

 

299624

2 Dibble Plates for Trnsplntr

5/7/1999

15400-00

Production

 

 

299626

3/4 Rail Trolley Assy for Boom

5/27/1999

15400-00

Booms

 

 

299627

2 Fuel Pumps W/ switches,etc.

6/10/1999

15400-00

Pumps (5Y)

 

 

299628

Holmbeck Farms

6/17/1999

15400-00

Other Equip-Small 07

 

 

227375

Trees - Tonica Nurseries

6/30/1999

15010-00

Land Improvements

 

 

299588

Noncontinuous Roll Seal Door

7/10/1999

15400-00

Doors

 

 

299589

Continuous Roll Seal Door

7/10/1999

15400-00

Doors

 

 

299634

Trane Air Conditioning Unit

7/22/1999

15400-00

HVAC

 

 

299636

Runners f/Tbl Sys B1-4&C11-12

7/29/1999

15400-00

Other Equip-Small 07

 

 

299637

Runners f/Tbl Sys B1-4&C11-12

8/5/1999

15400-00

Ghse Equip-Large 15

 

 

299638

Hydralic Conduit Bender

8/5/1999

15400-00

Other Equip-Small 07

 

 

227376

Work on Dam - Starline

8/26/1999

15010-00

Land Improvements 30

 

 

21531

Tubing f/Interior Walls - Fram

9/23/1999

15200-00

Greenhouses 30

 

 

227377

Rebuild Road in Back - Starlin

9/30/1999

15010-00

Driveway Repairs

 

 

299642

Verson 45Ton Press Brake 2Pays

9/30/1999

15400-00

Other Equip-Small 07

 

 

299643

2 Grundfos 4.0 Inline Pumps

9/30/1999

15400-00

Pumps (5Y)

 

 

299646

2 Propane Tanks

10/21/1999

15400-00

Small Equipment (10Y)

 

 

299648

Ebb + Flo Pump - Fairbanks 7.5

10/29/1999

15400-00

Pumps (5Y)

 

 

299649

Ebb + Flo Pump - Goulds 7.5hp

10/29/1999

15400-00

Pumps (5Y)

 

 

21532

Interior Walls for A,B&C Hs

11/5/1999

15200-00

Greenhouses & Systems

 

 

299650

Table legs f/B1-4 (Dekalb Iron

11/5/1999

15400-00

Growing

 

 

299651

4 - 400K BTU NG Unit Heaters

11/11/1999

15400-00

Other Equip-Small 07

 

 

285264

Mitsubishi Fork Lift FG25-B

11/24/1999

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

227378

Overlay of Parking Area - Univ

12/2/1999

15010-00

Driveway Repairs

 

 

299652

Control Box for Echos in E-hs

12/3/1999

15400-00

Ghse Systems-Secnd 15

 

 

299653

Control Box for Echos in E Hs

12/3/1999

15400-00

Ghse Systems-Secnd 15

 

 

285266

BH 2610 10' Cutter Mower

12/9/1999

15600-00

Small Equipment (10Y)

 

 

285269

JD 5510 MPWD Tractor - Rupiper

12/9/1999

15600-00

Small Equipment (10Y)

 

 

299635

Table System for B1-4 - Dbl R

12/9/1999

15400-00

Ghse Equip-Large 15

 

 

299655

546 Table Stands for B 1-4

12/9/1999

15400-00

Growing

 

 

299657

1600 Moving Tables 64"X125

12/9/1999

15400-00

Growing

 

 

299640

Soil Mixing Line - Flier USA

12/22/1999

15400-00

Ghse Equip-Large 15

 

 

299645

72 Echoes & Assembly ChCreek

12/22/1999

15400-00

Ghse Systems-Secnd 15

 

 

299656

336 Table Stands for B 1-4

12/22/1999

15400-00

Growing

 

 

299660

Pump w/ Discharge priming valv

12/30/1999

15400-00

Pumps (5Y)

 

 

299661

Sky Jack 3200 w/Movement Alarm

12/30/1999

15400-00

Lifts

 

 

299662

Hydro-I w/Chir Wall Sys &flowc

12/30/1999

15400-00

Ghse Equip-Small 10

 

 

163000

Roll-up Door - West Soil Room

1/27/2000

15300-00

Doors

 



 

299664

Tops for Pipe Stands B1-4

1/27/2000

15400-00

Other Equip-Small 07

 

 

299668

Gal Pipe, etc for Tables B1-4

2/4/2000

15400-00

Growing

 

 

299667

Belt System for Plantingline 4

2/10/2000

15400-00

Ghse Equip-Large 15

 

 

299669

Pipe for Rails - Tables B1-2

2/10/2000

15400-00

Growing

 

 

299670

368 Air Chambers - Tables B1-4

2/17/2000

15400-00

Growing

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

162299

Trane Condensing Unit SharonOf

2/24/2000

15300-00

HVAC

 

 

299673

5 Booms for C11-12 (Cherry Cr)

3/16/2000

15400-00

Ghse Systems-Secnd 15

 

 

299674

ULV Sprayer - Twin Star

3/23/2000

15400-00

Ghse Equip-Small 10

 

 

130048

Final Pay - Prins/VWE E 1-4

4/20/2000

15200-00

Greenhouses 30

 

 

299675

Vertical Peat Scraper w/elevat

4/20/2000

15400-00

Ghse Equip-Large 15

 

 

299676

Wiring for Echos in E-Hs 1-4

4/20/2000

15400-00

Ghse Systems-Secnd 15

 

 

299677

Pesticide Applicator (TwinStar

5/11/2000

15400-00

Ghse Equip-Small 10

 

 

299679

Bar Code Scanner (300-999 Modl

5/11/2000

15400-00

Computer Hardware

 

 

299680

Extra Ebb & Flood Tank w/valvs

5/11/2000

15400-00

Small Equipment (10Y)

 

 

299681

Xtra Control Panel f/EbFl Pump

5/11/2000

15400-00

Pumps (5Y)

 

 

299682

Computr Hardwr to Automat Echo

5/18/2000

15400-00

Ghse Systems-Secnd 15

 

 

299684

Roll-up Wall Shade for E 1-4

5/25/2000

15400-00

Ghse- Energy Curtains 10

 

 

285272

Tiller (Farm & Fleet - Ottawa)

7/6/2000

15600-00

Landscape/Utility/Farm Equipment

 

 

299690

Controllr Boxs fr Echos A13-14

8/3/2000

15400-00

Ghse Systems-Secnd 15

 

 

299692

Priva Control Systems (E5-E8)

8/17/2000

15400-00

Ghse Equip-Large 15

 

 

130050

E-Hs 5-8 Structure (VWE/Prins)

8/20/2000

15200-00

Greenhouses 30

 

 

130051

Glass Hs E5-8 Equipment Part

8/20/2000

15200-00

Ghse Systems-Primary 30

 

 

130053

Concrete for Footings E5-8

8/20/2000

15200-00

Concrete/Gravel

 

 

130054

Backhoe Rent to Unload Materls

8/20/2000

15200-00

Greenhouses 30

 

 

130055

Labor for Grader (E5-8)

8/20/2000

15200-00

Greenhouses 30

 

 

130056

Soil Borings for New Construct

8/20/2000

15200-00

Greenhouses 30

 

 

130057

Pipe for E 5-8 Construction

8/20/2000

15200-00

Ghse Systems-Primary 30

 

 

130058

Concrete for E 5-8 - Pd May

8/20/2000

15200-00

Concrete

 

 

130059

Concrete for E 5-8 - Pd June

8/20/2000

15200-00

Concrete

 

 

130061

Equipment Rental for Const E5-

8/20/2000

15200-00

Greenhouse & Systems (30 Years)

 

 

130062

Conduit,Etc. (June Invoices)

8/20/2000

15200-00

Ghse Systems-Primary 30

 

 

130063

Bldg Matrls for E 5-8 Constr.

8/20/2000

15200-00

Greenhouses 30

 

 

130065

Bldg Materials - Springfield E

8/20/2000

15200-00

Greenhouses 30

 

 

130066

Framing f/Concrete (2x4x12)

8/20/2000

15200-00

Greenhouses 30

 

 

130067

Pipe f/Irrigation E5-8 to Lake

8/20/2000

15200-00

Ghse Systems-Primary 30

 

 

130069

Conduit, etc f/ E5-8 (Complete

8/20/2000

15200-00

Ghse Systems-Primary 30

 

 

130070

Wiring for Hs E5-8 (Elmore)

8/20/2000

15200-00

Ghse Systems-Primary 30

 

 

130073

Wiring for Hs E5-8 (Elmore)

8/20/2000

15200-00

Ghse Systems-Primary 30

 

 

130074

Materials for E5-8 Electrical

8/31/2000

15200-00

Ghse Systems-Primary 30

 

 

130075

Materials for E5-8 Electrical

9/7/2000

15200-00

Ghse Systems-Primary 30

 

 

299702

Priva Interface Board-1st Rack

9/7/2000

15400-00

Other Equip-Small 07

 

 

299695

SC Sliding Conveyor (Ordr#2024

9/26/2000

15400-00

Ghse Equip-Small 10

 

 

130076

Wiring for Hs E5-8 (Elmore)

9/28/2000

15200-00

Ghse Systems-Primary 30

 

 

299691

Flat & Pot Filling Syst. w/Agi

9/28/2000

15400-00

Ghse Equip-Large 15

 

 

299689

64 - 30" Echos (Cherry Creek)

10/19/2000

15400-00

Ghse Systems-Secnd 15

 

 

299697

10'X10'Roll Seal Door C8/Barn

10/19/2000

15400-00

Doors

 

 

299698

8'X10' Roll Seal Door B8/Barn

10/19/2000

15400-00

Doors

 

 

299699

8'X10' NonContin.Rol Dor D6/E6

10/19/2000

15400-00

Other Equip-Small 07

 



 

299700

420 Moving Tables #044-A

10/19/2000

15400-00

Ghse Equip-Large 15

 

 

299701

Almax Conveyor Belt Vulcanizer

10/19/2000

15400-00

Other Equip-Small 07

 

 

189655

Wiring Upgrade to North Produc

11/2/2000

15300-00

Misc Bldg Impv 15

 

 

299704

2 Dock Plates for E9&E10 (levl

11/2/2000

15400-00

Other Equip-Small 07

 

 

299705

Dock Plate for Peat Moss Unldg

11/2/2000

15400-00

Other Equip-Small 07

 

 

299706

Conveyors Syst. for Seed Room

11/2/2000

15400-00

Ghse Equip-Large 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

299707

Control Box for Echos & Booms

11/2/2000

15400-00

Booms

 

 

299708

Parts f/ Control Box D9-10E5-8

11/3/2000

15400-00

Ghse Equip-Small 10

 

 

299709

Drip Irrigation f/Dbl Hung Bsk

11/10/2000

15400-00

Ghse Equip-Small 10

 

 

299688

Priva Upgrade System

11/11/2000

15400-00

Ghse Equip-Large 15

 

 

299693

Soil Mixing System (Flier USA)

11/16/2000

15400-00

Ghse Equip-Large 15

 

 

299694

Incline Conveyor,Troughg Rollr

11/16/2000

15400-00

Ghse Equip-Small 10

 

 

299710

Parts f/Control Box f/Ech&Boom

11/22/2000

15400-00

Booms

 

 

299711

Materials for Antenna f/radios

11/30/2000

15400-00

Other Equip-Small 07

 

 

130078

Pipe Insulation in E5-8

12/6/2000

15200-00

Ghse Systems-Primary 30

 

 

299712

Zebra Printer w/rewinder

12/6/2000

15400-00

Computer Hardware

 

 

189654

Mat'ls betwn North Soil &E9-10

12/14/2000

15300-00

Misc Bldg Impv 15

 

 

299713

Display Screen f/Control Box

12/19/2000

15400-00

Computer Hardware

 

 

130079

Pipe Insulation f/ E5-8

12/22/2000

15200-00

Ghse Systems-Primary 30

 

 

179067

11 Dock Levelers-7#1066,4#1076

12/29/2000

15300-00

Small Equipment (10Y)

 

 

163005

Lighting Fixtures for Sales Of

2/1/2001

15300-00

Misc Bldg Impv 15

 

 

189656

Electric Upgrad North Prod Are

2/1/2001

15300-00

Misc Bldg Impv 15

 

 

299726

Conveyors for South Production

2/1/2001

15400-00

Production

 

 

299727

2 Gould Pumps - E House

2/8/2001

15400-00

Pumps (5Y)

 

 

299728

Drum Cylinder Head for Seeder

2/15/2001

15400-00

Production

 

 

299729

IMAJE Print Module for UPC Lbl

2/15/2001

15400-00

Other Equip-Small 07

 

 

130101

Glass Hs E9-10 Structure

2/22/2001

15200-00

Greenhouses 30

 

 

130102

Greenhouse E9-E10 Equip Port.

2/22/2001

15200-00

Greenhouses & Systems

 

 

130103

Priva (Climate Control) Prins

2/22/2001

15200-00

Ghse Systems-Primary 30

 

 

130105

Reinforcing Bar f/ E5-8

2/22/2001

15200-00

Greenhouses 30

 

 

130106

Concrete Work-Rampway,Drainpit

2/22/2001

15200-00

Concrete/Gravel

 

 

130107

Concrete for E9-10

2/22/2001

15200-00

Concrete/Gravel

 

 

130108

Concrete for E9-10 (Mertel)

2/22/2001

15200-00

Concrete/Gravel

 

 

130109

Construction Equip Rental

2/22/2001

15200-00

Greenhouses 30

 

 

130110

Concrete Labor - Footings,etc.

2/22/2001

15200-00

Concrete/Gravel

 

 

130111

Concrete for E9-10 (Mertel)

2/22/2001

15200-00

Concrete/Gravel

 

 

130112

Concrete for E9-10

2/22/2001

15200-00

Concrete/Gravel

 

 

130113

Concrete for E9-10

2/22/2001

15200-00

Concrete/Gravel

 

 

130114

PVC Pipe for Irrigation E9-10

2/22/2001

15200-00

Ghse Systems-Primary 30

 

 

130117

Concrete E9-10 (Mertel)

2/22/2001

15200-00

Concrete

 

 

130118

Concrete f/E9-10 (Mertel)

2/22/2001

15200-00

Concrete

 

 

130119

Concrete E9-10 (Mertel)

2/22/2001

15200-00

Computer Hardware

 

 

130120

Construction Equip Rental

2/22/2001

15200-00

Greenhouses 30

 

 

130123

Concrete Labor E9-10 (Davis)

2/22/2001

15200-00

Concrete/Gravel

 

 

130130

Pumping Station for E9-E10

2/22/2001

15200-00

Ghse Systems-Primary 30

 

 

299730

Control Panel f/Conveyor-S Pro

2/22/2001

15400-00

Other Equip-Small 07

 

 

299732

Conveyor Belts for So. Product

2/22/2001

15400-00

Other Equip-Small 07

 

 

130132

Electrical Matls - Springfield

3/1/2001

15200-00

Ghse Systems-Primary 30

 



 

243289

Office Lunchroom Furn. (OakT&C

3/1/2001

15700-00

Office Equipment

 

 

274673

Rebuild Engine - 1997 E150 Van

3/8/2001

15500-00

Automobiles (5 Years)

 

 

299733

Eurodrive - Conveyor in SoProd

3/8/2001

15400-00

Other Equip-Small 07

 

 

130137

Wiring Priva E5-E10 (Elmore)

3/15/2001

15200-00

Ghse Systems-Primary 30

 

 

130138

Wiring Priva E5-E10 (Elmore)

3/22/2001

15200-00

Ghse Systems-Primary 30

 

 

163002

Remodeling Sales Offices - Lbr

3/22/2001

15300-00

Misc Bldg Impv 15

 

 

163003

Remodeling Sales Offices Mtrls

3/22/2001

15300-00

Misc Bldg Impv 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

243294

Dispatch Off. Cabinets Builtin

3/22/2001

15700-00

Office Equipment

 

 

274676

1991 Homemade Trailer #TD99696

3/22/2001

15500-00

Trailer (5Y)

 

 

299734

PRIVA Parts - Ethernet Rep-box

3/28/2001

15400-00

Ghse Equip-Small 10

 

 

299735

Priva for E-House 5-10

3/28/2001

15400-00

Ghse Equip-Large 15

 

 

130139

Electrical Materials E5-E10

3/29/2001

15200-00

Ghse Systems-Primary 30

 

 

299731

Vulcanizer for Conveyor Belts

3/29/2001

15400-00

Other Equip-Small 07

 

 

130133

Electrical Materials - Springf

4/6/2001

15200-00

Ghse Systems-Primary 30

 

 

130134

Wiring Priva E5-E10 (Elmore)

4/6/2001

15200-00

Ghse Systems-Primary 30

 

 

299742

3 Phase Monitors w/install -Nv

4/6/2001

15400-00

Other Equip-Small 07

 

 

189657

Elevated Office in North Prod.

4/12/2001

15300-00

Misc Bldg Impv 15

 

 

189658

Tile Flooring - North Prod. Of

4/12/2001

15300-00

Misc Bldg Impv 15

 

 

299744

Planting Machine Revisions

4/12/2001

15400-00

Ghse Equip-Small 10

 

 

130135

Concrete E9-E10 (2 pays Mertl)

4/26/2001

15200-00

Concrete

 

 

130136

Wiring Priva E5-E10 (Elmore)

4/30/2001

15200-00

Ghse Systems-Primary 30

 

 

243291

North Product. Lunchrm Booths

5/3/2001

15700-00

Office Equipment

 

 

299747

Wiring for E9-E10 (Springfield

5/3/2001

15400-00

Other Equip-Small 07

 

 

299748

6 Motorola CT250 Radios (4 ch)

5/3/2001

15400-00

Small Equipment (10Y)

 

 

163004

Materials - Remodel Sales Offs

5/10/2001

15300-00

Misc Bldg Impv 15

 

 

299749

Planting Mach. Parts - STS Trn

5/10/2001

15400-00

Ghse Equip-Small 10

 

 

299751

Wiring for Priva - E9-E10

5/10/2001

15400-00

Other Equip-Small 07

 

 

299752

Amplifier for Radio System

5/17/2001

15400-00

Other Equip-Small 07

 

 

130141

Wiring Priva, etc. E5-E10 (El)

5/31/2001

15200-00

Ghse Systems-Primary 30

 

 

299759

Priva Hookup E9-E10 (Elmore E)

5/31/2001

15400-00

Other Equip-Small 07

 

 

299754

Labor for Wiring Priva E9-E10

6/7/2001

15400-00

Other Equip-Small 07

 

 

299755

Controls System for Irrigation

6/14/2001

15400-00

Other Equip-Small 07

 

 

299756

Controler for Booms

6/14/2001

15400-00

Booms

 

 

299740

Autom Table Loader Sys flat&bk

6/28/2001

15400-00

Ghse Equip-Large 15

 

 

22005

Building Permit - PC Collector

7/2/2001

15200-00

Greenhouses

 

 

163006

New Lights in all Office Areas

7/5/2001

15300-00

Misc Bldg Impv 15

 

 

189659

Elevated Off Freight (N.Prod.)

7/5/2001

15300-00

Misc Bldg Impv 15

 

 

299725

22 Booms - D 1-10 Cherry Creek

7/5/2001

15400-00

Booms

 

 

299760

Belt Drive f/Coolng Fans NProd

7/5/2001

15400-00

Other Equip-Small 07

 

 

299767

Mat'ls -Centralized Irr/Bm Dhs

7/5/2001

15400-00

Other Equip-Small 07

 

 

299768

Mat'ls -Centralizd Irr/Bms Dhs

7/5/2001

15400-00

Other Equip-Small 07

 

 

299770

Contrl Dr. f/Centraliz Bm Dhs

7/5/2001

15400-00

Other Equip-Small 07

 

 

299765

188 Dual Drives f/Booms A&B Hs

7/26/2001

15400-00

Booms

 

 

227379

Move Gas line f/Addit A-Annex

8/1/2001

15010-00

Greenhouses & Systems

 

 

299696

3 Fixed Unstackers fr Robot Ln

8/1/2001

15400-00

Ghse Equip-Large 15

 

 

299764

Bench Wheels f/Table Systems

8/1/2001

15400-00

Growing

 

 

299766

2Palm Pilots&Softw f/Bar Cod V

8/1/2001

15400-00

Other Equip-Small 07

 

 

189661

Air Cond.- N. Prod. Elev Offic

8/9/2001

15300-00

HVAC

 



 

189662

Bathroom Plmbg -N. Prod El Off

8/9/2001

15300-00

Misc Bldg Impv 15

 

 

243297

Cabinets,Sink - North Prod Off

8/13/2001

15700-00

Office Equipment

 

 

163007

Upgrade returns Furnac/AC upst

8/16/2001

15300-00

HVAC

 

 

22006

Drainage Pipe for A-Annex

8/16/2001

15200-00

Greenhouses

 

 

189663

Furnace - East Lunch Rm

8/20/2001

15300-00

HVAC

 

 

130142

2 Ebb & Flood High Vol Filters

9/20/2001

15200-00

Ghse Systems-Primary 30

 

 

285273

New Engine for Cat GP18

9/20/2001

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

22007

Concrete Labor for A-Annex

9/27/2001

15200-00

Concrete

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

22010

Reinforcing Bar for Concr.A-An

10/1/2001

15200-00

Greenhouses 30

 

 

190105

Reinforcing Bar f/Concret-Barn

10/4/2001

15600-00

Other Buildings 30

 

 

299769

Mat'ls - Centr. Irr/Booms D Hs

10/4/2001

15400-00

Booms

 

 

22013

Earthwork for A-Annex (Starln)

10/11/2001

15200-00

Land

 

 

22008

Concrete Labor for A-Annex

10/18/2001

15200-00

Concrete

 

 

299771

Wiring f/Booms - D House 1-10

10/18/2001

15400-00

Ghse Systems-Secnd 15

 

 

299773

Galv. Bar f/Booms - D House

10/18/2001

15400-00

Booms

 

 

22014

Concrete for A-Annex (Mertel)

10/25/2001

15200-00

Concrete

 

 

22009

Concrete Labor for A-Annex

11/7/2001

15200-00

Computer Hardware

 

 

299779

Box Sealer/Tape Machine

11/14/2001

15400-00

Other Equip-Small 07

 

 

299777

Composite Wire-Centrzd Cntr D

11/21/2001

15400-00

Other Equip-Small 07

 

 

190106

Concrete Labor f/ Storage Barn

11/23/2001

15600-00

Concrete

 

 

190107

Rebar, etc f/ Concrete - Barn

11/29/2001

15600-00

Other Buildings 30

 

 

22011

Concrete for A-Annex (Mertel)

11/29/2001

15200-00

Concrete

 

 

190108

Concrete Labor f/Bulk Stor Brn

12/18/2001

15600-00

Concrete

 

 

22015

Glass Greenhouse (incl Constr)

12/19/2001

15200-00

Greenhouses & Systems

 

 

299786

Horz Bandsaw Jet (9X16)

12/20/2001

15400-00

Other Equip-Small 07

 

 

190109

Concrete f/ Bulk Storage Barn

12/27/2001

15600-00

Concrete

 

 

299774

Centrlzd Contrl Irr/Booms C1-8

12/27/2001

15400-00

Booms

 

 

299776

Panels f/Irr/Bm Upgrad C1-8

12/27/2001

15400-00

Other Equip-Small 07

 

 

299780

10 Station Cuttings Line

12/27/2001

15400-00

Ghse Equip-Large 15

 

 

190110

Steel Building (incl Const.)

12/28/2001

15600-00

Other Buildings 30

 

 

243298

Cannon Copier IR2200 -MPG01736

12/28/2001

15700-00

Computer Hardware

 

 

190111

Dock Leveler (Raynor Door Co.)

12/31/2001

15600-00

Small Equipment (10Y)

 

 

299784

Update f/Series S4 Ink Jet Pr.

12/31/2001

15400-00

Other Equip-Small 07

 

 

299790

(galvanized metal)
Cat-walk Over Tanks in E House

1/10/2002

15400-00

Other Equip-Small 07

 

 

190112

(Mertel)
Concrete for Bulk Storage Barn

1/17/2002

15600-00

Concrete

 

 

190113

Storage Barn
Gravel & Machine Rental for Bulk

1/23/2002

15600-00

Other Buildings 30

 

 

190114

Storage Barn
Machine Rent for Construction of Bulk

2/7/2002

15600-00

Greenhouse & Systems (30 Years)

 

 

299794

Houses
Water Filter Upgrade for D & E

2/7/2002

15400-00

Other Equip-Small 07

 

 

243299

Office
Computer Workstation - Seeding

2/14/2002

15700-00

Office Equipment

 

 

299795

Control)
C - House Irrigation System (All

2/14/2002

15400-00

Other Equip-Small 07

 

 

299796

45 KW Generator w/ Transfer Switch

2/22/2002

15400-00

Generator

 

 

299797

C - House Irrigation System Controls

3/1/2002

15400-00

Other Equip-Small 07

 



 

258247

Office)
HP Laserjet 4100 Printer (Sharon's

3/7/2002

15700-00

Computer Hardware

 

 

274680

Rebuild Transmission on Ford Van

3/7/2002

15500-00

Automobiles (5 Years)

 

 

299741

Urbanati Complete Seeding Line

3/7/2002

15400-00

Ghse Equip-Large 15

 

 

299799

Conveyors for the Sticking Line

3/14/2002

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

299800

Tank & Pump
280 Gallon Portable Refueler w/Steel

3/25/2002

15400-00

Small Equipment (10Y)

 

 

299801

Sticking Line
Stainless Steel Water Tunnel for

3/28/2002

15400-00

Other Equip-Small 07

 

 

22017

01 (4-inv
Electrical wiring for Vents & Priva in A-

4/4/2002

15200-00

Building Improvements

 

 

22018

A-0
Electrical Wiring for Vents & Priva in

4/4/2002

15200-00

Building Improvements

 

 

258249

4MB (LVW)
HP Laserjet 5000 Printer, 16PPM,

4/4/2002

15700-00

Computer Hardware

 

 

299802

System (Ship Hs)
Motors for new Shipping Conveyor

4/4/2002

15400-00

Other Equip-Small 07

 

 

299804

Matic
Boiler Cleaning Machine - Soot-A-

4/4/2002

15400-00

Other Equip-Small

 

 

299803

Conveyor Bed,etc)
Shipping Belts for B-12 (Tables,

4/11/2002

15400-00

Ghse Equip-Large 15

 

 

299805

B12
Air Chambers for New Roller Bond -

4/11/2002

15400-00

Other Equip-Small 07

 

 

299806

Conveyor Belts for B & C House

4/18/2002

15400-00

Other Equip-Small 07

 

 

299807

Sowing Line Installation

4/18/2002

15400-00

Other Equip-Small 07

 

 

22019

PVC for Water for Irrigation in A-0

4/25/2002

15200-00

Greenhouses & Systems

 

 

299808

Automatic Basket Hooker

4/25/2002

15400-00

Ghse Equip-Large 15

 

 

285276

Auction Co.)
Grove Man-Lift AMZ40 (Hilpiipre

4/27/2002

15600-00

Lifts

 

 

22020

A-0
Electrical Wiring for Vents & Priva for

5/2/2002

15200-00

Building Improvements

 

 

22021

Vents & Priva
400 AMP Electical Service to A-0 for

5/2/2002

15200-00

Greenhouses

 

 

22022

Priva
Electrical Breaker for A-0 for Vents &

5/2/2002

15200-00

Greenhouses & Systems

 

 

285277

Equipment Co.
Tow Cart (Puller) - Rupiper

5/2/2002

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

299809

in Shipping Hs
Cable Pulls for new Conveyor System

5/2/2002

15400-00

Other Equip-Small 07

 

 

299810

Program
Fiber Optic Hub for Cart Tracking

5/9/2002

15400-00

Other Equip-Small 07

 

 

299811

Program
Print Server for Cart Tracking

5/9/2002

15400-00

Other Equip-Small 07

 

 

299812

Wheels for Roller Bond in B12

5/9/2002

15400-00

Other Equip-Small 07

 

 

299813

C1-8
Composite Wire for Irrigation Upgrade

5/9/2002

15400-00

Other Equip-Small 07

 

 

299814

12 Booms for A11-12

5/9/2002

15400-00

Booms

 



 

285278

#9273) (Rupiper
John Day 7'7" Disc 18" Blades (Tag

5/16/2002

15600-00

Other Equip-Small 07

 

 

299815

- C House
Material for Irrigation System Upgrade

5/16/2002

15400-00

Other Equip-Small 07

 

 

299816

D6)
2 Rapid-Roll Doors - (C1-D1) & (C6-

5/23/2002

15400-00

Doors

 

 

299817

Water Pumps Power Upgrade

6/6/2002

15400-00

Pumps (5Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

285279

1999 CAT Forklift (Bradley's Auction)

6/9/2002

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

130143

Shading for E-House 1-10

6/15/2002

15200-00

Ghse- Energy Curtains

 

 

22023

# 22013) Starl
Balance of Earthwork A-Annex (Asset

6/30/2002

15200-00

Land Improvements

 

 

299818

Project
Conduit, etc for C-Hs Booms/Echos

7/3/2002

15400-00

Booms

 

 

299792

Cart Tracking System (A.I.S. System)

8/1/2002

15400-00

Ghse Equip-Large 15

 

 

299819

(FW Sys)
Underneath Transport f/ Containers

8/1/2002

15400-00

Ghse Equip-Large 15

 

 

299824

Tuning Brds, Cont
Cart Tracking System - Antennas,

8/1/2002

15400-00

Ghse Equip-Large 15

 

 

299825

System
Controllers for C-Hs 1-10 Irrigation

8/1/2002

15400-00

Other Equip-Small 07

 

 

285285

Concrete Vibra Screed

8/20/2002

15600-00

Concrete/Gravel

 

 

285290

Electric ScissorLift 15x1136

8/22/2002

15600-00

Lifts

 

 

299826

Controllers for C-Hs Irrigation System

8/22/2002

15400-00

Other Equip-Small 07

 

 

163008

Office Remodeling - LVW & Hou

9/5/2002

15300-00

Misc Bldg Impv 15

 

 

285287

Taylor Dunn Electric Cart SC 1-59

9/5/2002

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

299828

(Future Com)
Security Camera Monitoring System

9/19/2002

15400-00

Ghse Equip-Large 15

 

 

299829

(Prins)
E-Hs Extension of Shading System

10/3/2002

15400-00

Ghse- Energy Curtains 10

 

 

227381

Move & Upgrade Road at West End

10/10/2002

15010-00

Driveway Repairs

 

 

299830

etc.
Cart Tracking System - Antenna's,

10/10/2002

15400-00

Other Equip-Small 07

 

 

299831

Magix R2
Upgrade Phone System to Merlin

10/24/2002

15400-00

Small Equipment (10Y)

 

 

299832

Wiring for New Pump Hs - North Lake

10/31/2002

15400-00

Other Equip-Small 07

 

 

299833

Cart Tracking System - Antenna Work

10/31/2002

15400-00

Other Equip-Small 07

 

 

299837

Foundation (Cattani)
Pump House - North Lake -

10/31/2002

15400-00

Other Equip-Small 07

 

 

189665

Chamber
Concrete Labor for New Germ

11/7/2002

15300-00

Concrete

 

 

299834

PVC Pipe for Pump Hs - North Lake

11/7/2002

15400-00

Other Equip-Small 07

 

 

299835

Concrete - Pump House - North Lake

11/7/2002

15400-00

Concrete

 

 

299836

Lake
PVC Pipe for Pump House - North

11/14/2002

15400-00

Other Equip-Small 07

 

 

299838

(Aluma Shield)
Addition to Germination Chamber

11/14/2002

15400-00

Ghse Equip-Large 15

 

 

189666

Chamber
Concrete for New Port. Germ

11/21/2002

15300-00

Concrete

 

 

130145

E-0 Concrete for E Hs Extension

11/29/2002

15200-00

Concrete/Gravel

 

 

 

 

 

 

 

 

 



* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

 

 

130146

Extension
E-0 Labor for Concrete for Greenh

11/29/2002

15200-00

Concrete/Gravel

 

 

189667

of Germ Chamb
Extend Roof & Supports f/ Relocation

11/29/2002

15300-00

Ghse Structural Improvement

 

 

243301

(IVBE)
Paper Shredder - Destroyit 4002

11/29/2002

15700-00

Office Equipment

 

 

299839

Model 230
2 - 9'x10' Rapid-Roll Greenhs Doors

11/29/2002

15400-00

Doors

 

 

299845

Machined & Galvanizd
12 Uprights f/ Germ Chamber -

12/5/2002

15400-00

Ghse Equip-Small 10

 

 

130147

Extension
E-0 Labor for Concrete for Greenh

12/12/2002

15200-00

Concrete/Gravel

 

 

130148

(Mertel)
E-0 Concrete for Greenh Extension

12/12/2002

15200-00

Concrete/Gravel

 

 

130149

Concrete for E-0 Extension

12/12/2002

15200-00

Concrete/Gravel

 

 

227382

Paved West & North End Road

12/12/2002

15010-00

Driveway Repairs

 

 

299846

Extension to Phone System

12/12/2002

15400-00

Small Equipment (10Y)

 

 

110090

Roof Greenh
D-0 Expansion with a Cravo Retract-A-

     12/15/2002

15200-00

Concrete

 

 

110091

D-0 Concrete for Expansion (Mertel)

12/15/2002

15200-00

Concrete

 

 

110092

Expansion
D-0 Labor for Concrete for Cravo

12/15/2002

15200-00

Concrete

 

 

110093

Expansion
D-0 Labor for Concrete for Cravo

12/15/2002

15200-00

Concrete

 

 

110094

(Mertel)
D-0 Concrete for Cravo Expansion

12/15/2002

15200-00

Concrete

 

 

299820

Sys)
Fixed Unstacker f/ 3 Robot lines (FW

12/15/2002

15400-00

Ghse Equip-Large 15

 

 

299821

Fixed Unstacker (FW Sys)

12/15/2002

15400-00

Ghse Equip-Large 15

 

 

299822

Rail for Overhead Stacker (FW Sys)

12/15/2002

15400-00

Other Equip-Small 07

 

 

299823

w/plug sheets (FW
Overhead Unstacker f/ Containers

12/15/2002

15400-00

Ghse Equip-Large 15

 

 

299840

Pump for North Lake

12/27/2002

15400-00

Other Equip-Small 07

 

 

299841

Door(by GermCham)
12x12 Raynor Rolling Steel Fire

12/30/2002

15400-00

Doors

 

 

299842

PRIVA NutriJet System (Prins)

12/30/2002

15400-00

Ghse Equip-Large 15

 

 

299843

(Snook)
Auger Bucket 2210 w/ 36" Chute

12/30/2002

15400-00

Other Equip-Small 07

 

 

227384

North End Road
Moving, Grading & Upgrading West &

12/31/2002

15010-00

Driveway Repairs

 

 

299844

(9@10x9&1@12x9)
10 Rapid-Roll Doors Model 230

12/31/2002

15400-00

Doors

 



 

299851

System
Controllers for C1-C8 Irrigation

1/16/2003

15400-00

Ghse Equip-Large 15

 

 

299848

Urbanati Plug Tray Dispenser System

1/23/2003

15400-00

Ghse Equip-Small 10

 

 

299849

Water Bar Attachmt
DBB Bale Shaver 230v 3 phase w/

1/23/2003

15400-00

Ghse Equip-Large 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

299850

after Sowing Drum
Gamma Sowing Line 2 meter Insert

1/23/2003

15400-00

Other Equip-Small 07

 

 

299852

Asset#299819-299823
Add'l Installation Expense of

1/29/2003

15400-00

Ghse Equip-Large 15

 

 

299853

Tanks in E-1
Water Treatment Ozonizer System for

2/20/2003

15400-00

Ghse Equip-Large 15

 

 

299854

Dillen 72
3 Interchangeable Plug Dislodgers f/

2/27/2003

15400-00

Other Equip-Small 07

 

 

299855

21 40"Echo System for A-0

2/27/2003

15400-00

Ghse Systems-Secnd 15

 

 

130155

Glass Greenhouse - E-0

3/6/2003

15200-00

Greenhouses 30

 

 

299856

8 Holland Heaters f/ A-0 (440,000 btu)

3/6/2003

15400-00

Ghse Equip-Large 15

 

 

299857

E9-10
Controllers f/ Irrigation System in A-0,

3/20/2003

15400-00

Ghse Equip-Small 10

 

 

299858

340 Gro-Light System (Prins)

4/10/2003

15400-00

Ghse Equip-Large 15

 

 

299859

Tracking Sys
Antenna Transformers, Tuners, f/ Cart

4/17/2003

15400-00

Ghse Equip-Large 15

 

 

299860

South Soil Room
Raynor Series S-24 Steel Door -

4/24/2003

15400-00

Doors

 

 

299861

33" Automatic Floor Scrubber

4/29/2003

15400-00

Small Equipment (10Y)

 

 

110095

Drainage System Mat'ls for D11-12

5/1/2003

15200-00

Greenhouses 30

 

 

130152

Drainage System E 11-12

5/1/2003

15200-00

Greenhouses 30

 

 

258256

Irrigation Sys
Grnhs Softwr - f/ Remote Control of

5/1/2003

15700-00

Computer Software & Hardware (5 Years)

 

 

110096

Machine Rent f/ Ground Fill D 11-12

5/22/2003

15200-00

Greenhouses 30

 

 

130150

Equipment Rental f/ Constr of E 11-12

5/22/2003

15200-00

Greenhouse & Systems (30 Years)

 

 

130151

Drainage System f/ E 11-12

5/22/2003

15200-00

Greenhouses 30

 

 

299862

36 - 30" Echo Systems f/ E9-10

6/2/2003

15400-00

Ghse Systems-Secnd 15

 

 

130153

Ground Fill f/ Constr E 11-12

6/19/2003

15200-00

Greenhouses 30

 

 

130154

Equipment Rental f/ Constr. E 11-12

6/19/2003

15200-00

Greenhouse & Systems (30 Years)

 

 

299863

STS(Bot 2/25/99)
Bal. on Asset #9591 Transplanter

6/30/2003

15400-00

Ghse Equip-Large 15

 

 

299864

500 Karsten Carts- ML Series

7/3/2003

15600-00

Carts (3Y)

 

 

22024

Shade System for A-0 House

7/17/2003

15200-00

Ghse- Energy Curtains

 

 

258258

Technologies
Computer for Security Camera's - Pro

7/24/2003

15700-00

Computer Hardware

 

 

285298

#SJ3219
Scissor Lift -17-19' DC , SKYJACK

7/24/2003

15600-00

Lifts

 

 

190120

Construct.)
Concrete Igloo for Storage (Monolithic

7/31/2003

15600-00

Concrete

 

 

299868

299780
Shipping for Cutting Line - Asset #

8/8/2003

15400-00

Ghse Equip-Small 10

 



 

299869

Network
Mat'ls for C1-12 Irrigation System -

8/28/2003

15400-00

Other Equip-Small 07

 

 

299871

(C1, C8)
Control Cable for Irrigation System

9/11/2003

15400-00

Other Equip-Small 07

 

 

285300

LZ27LKA Golf Cart (Smith)

10/16/2003

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

110106

prepare f/foun
Earthwork - D11-12 - fill in pond &

10/23/2003

15200-00

Greenhouses 30

 

 

227386

pond filled.
New Road around E11-12 where

10/23/2003

15010-00

Land Improvements 30

 

 

299873

Controls for New Irrigation System

10/28/2003

15400-00

Other Equip-Small 07

 

 

110119

Concrete) (R&J)
Floor D 11-12 (Plastic to cover

11/4/2003

15200-00

Concrete

 

 

110107

Concrete)
Concrete Labor - D 11-12 (Davis

11/6/2003

15200-00

Concrete

 

 

130169

Concrete)
Concrete Labor - E 11-12 (Davis

11/6/2003

15200-00

Concrete/Gravel

 

 

299874

11-12, E 11-12
New Irrigation Control System for D

11/6/2003

15400-00

Ghse Equip-Large 15

 

 

110108

(Mertel)
Concrete for Footings & Wall D11-12

11/13/2003

15200-00

Concrete

 

 

130170

(Mertel)
Concrete for Footings & Wall E11-12

11/13/2003

15200-00

Concrete/Gravel

 

 

299876

(Nov, Dec)
New Irrigation System - Springfield

11/13/2003

15400-00

Other Equip-Small 07

 

 

285301

80"Bucket
BOBCAT T-300 w/Tracks cab,

11/19/2003

15600-00

Small Equipment (10Y)

 

 

110109

Construction
Equipment Rental for D11-12

11/20/2003

15200-00

Greenhouse & Systems (30 Years)

 

 

299875

12,E11-12 (Aut
Mtl's for New Irrigation System D11-

11/20/2003

15400-00

Other Equip-Small 07

 

 

285302

Bucket
2003 New Holland Backhoe w/ 24"

11/21/2003

15600-00

Heavy Equipment (15 Years)

 

 

285303

6036
2003 Skytrak Telescoping Forklift #

11/21/2003

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

110110

Concrete for Floor - D11-12 (Mertel)

11/26/2003

15200-00

Concrete

 

 

110111

Earthwork for D11-12 (Starline)

11/26/2003

15200-00

Greenhouses 30

 

 

130171

Earthwork for E11-12 (Starline)

11/26/2003

15200-00

Land Improvements

 

 

299877

(Kettman)
Compressors for Boiler Room

11/26/2003

15400-00

Small Equipment (10Y)

 

 

110112

(Midwest LTD.)
Concrete Pumper for D11-12 Floor

12/4/2003

15200-00

Concrete

 

 

110113

(Springfield)
Electrical Hookup for D9-10

12/4/2003

15200-00

Ghse Systems-Primary 30

 

 

110114

Concrete for Floor in D11-12 (Mertel)

12/11/2003

15200-00

Concrete

 

 

299878

66 Roller Tables - Dbl R

12/11/2003

15400-00

Ghse Equip-Large 15

 

 

299880

Greenhs)
525 Moving Tables for D11-12 (VW

12/11/2003

15400-00

Ghse Equip-Large 15

 



 

110115

(Elmore)
Electrical Hookup Labor - D9-10

12/18/2003

15200-00

Ghse Systems-Primary 30

 

 

110116

Concrete for Floor in D11-12 (Mertel)

12/18/2003

15200-00

Concrete

 

 

110117

Earthwork for D11-12 (Starline)

12/18/2003

15200-00

Greenhouses 30

 

 

130173

Earthwork for E11-12 (Starline)

12/18/2003

15200-00

Land Improvements

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

258274

12, E11-12
Interface f/ Programing Irrig Sys D11-

12/18/2003

15700-00

Computer Software & Hardware (5 Years)

 

 

299881

Bond D9-12
1500 Small Wheels for new Roller

12/18/2003

15400-00

Ghse Equip-Small

 

 

110097

Construction
Earth Work for D 11-12 - Starline

12/20/2003

15200-00

Greenhouses 30

 

 

110098

Construction
Earthwork ( Fill in lake) for D11-12

12/20/2003

15200-00

Greenhouses 30

 

 

110099

Construction
Earthwork (fill in lake) D11-12

12/20/2003

15200-00

Greenhouses 30

 

 

110100

(Repl Cravo 9-10)
Greenhs Structure - D 9-12 Glass

12/20/2003

15200-00

Greenhouses 30

 

 

110101

Blackout Curtain System for D9-12

12/20/2003

15200-00

Ghse- Energy Curtains

 

 

110102

Heating Hose for Floor in D9-12

12/20/2003

15200-00

Ghse Systems-Secnd 15

 

 

110103

Heating System for D9-12

12/20/2003

15200-00

Ghse Systems-Primary 30

 

 

110104

Roll-up Walls/Doors for D9-12

12/20/2003

15200-00

Doors

 

 

110105

Concrete for D11-12 (Mertel)

12/20/2003

15200-00

Concrete

 

 

130158

Construction
Earthworks (fill in lake) for E11-12

12/20/2003

15200-00

Land Improvements

 

 

130160

(Prins)
Greenhouse Structure - E11-12

12/20/2003

15200-00

Greenhouses 30

 

 

130161

Heating System for E11-12

12/20/2003

15200-00

Ghse Systems-Primary 30

 

 

130162

Roll-up Walls/Doors in E11-12 (Prins)

12/20/2003

15200-00

Doors

 

 

130164

Contruction
Earthwork (fill in lake) E11-12

12/20/2003

15200-00

Land Improvements

 

 

130166

Starline Con)
Earthwork for E11-12 Construction (

12/20/2003

15200-00

Land Improvements

 

 

130167

(Mertel)
Concrete for Construction of E11-12

12/20/2003

15200-00

Concrete

 

 

130168

Earthwork for Construction of E11-12

12/20/2003

15200-00

Land Improvements

 

 

299879

Priva System for D9-12 & E 11-12

12/22/2003

15400-00

Ghse Equip-Large 15

 

 

299882

Syst D11-12
Wheel Assembly for Building Table

12/22/2003

15400-00

Ghse Equip-Large 15

 

 

110118

(Elect. Sup)
Electrical Materials for D9-10 Hookup

12/29/2003

15200-00

Ghse Systems-Primary 30

 

 

299883

Mizer Scroll S
New Cooling System in Cooler - Bohn

12/29/2003

15400-00

Ghse Equip-Large 15

 

 

243304

Canon IR2200 Copier, Fax, Printer

12/30/2003

15700-00

Computer Hardware

 

 

285304

2004 Yamaha 6-Passenger Golf Cart

12/30/2003

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285306

90" Dozer Blade w/ Conversion

12/30/2003

15600-00

Landscape/Utility/Farm Equipment

 

 

285307

72" Bobcat Sweeper w/ Gutter Brush

12/30/2003

15600-00

Landscape/Utility/Farm Equipment

 



 

285308

Yellow Cart - Wies

12/30/2003

15600-00

Small Equipment (10Y)

 

 

285309

Yellow Cart - Hou

12/30/2003

15600-00

Small Equipment (10Y)

 

 

285310

Yellow Cart - Steil

12/30/2003

15600-00

Small Equipment (10Y)

 

 

285311

Yellow Cart - Brandon

12/30/2003

15600-00

Small Equipment (10Y)

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

285312

Yellow Cart - Hoster

12/30/2003

15600-00

Small Equipment (10Y)

 

 

299884

Motorola Radio System - Radio One

12/30/2003

15400-00

Small Equipment (10Y)

 

 

299886

Syst.
Drip Line System (Aisles, etc.) - Zwart

12/30/2003

15400-00

Ghse Equip-Small 10

 

 

285313

Mitsubishi Forklift - FG18K-LP

12/31/2003

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

285314

Mitsubishi Forklift - FG18K-LP

12/31/2003

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

299887

Room (Prins)
600 HP Boiler & Stack for East Boiler

12/31/2003

15400-00

Heavy Equipment (15 Years)

 

 

299888

Room (Prins)
600 HP Boiler & Stack for West Boiler

12/31/2003

15400-00

Heavy Equipment (15 Years)

 

 

110120

(Preferred Concret)
Concrete Work for D11-12 Floor

1/9/2004

15200-00

Concrete

 

 

110121

Syst D11-12
Transport lines f/ Under-Floor Heating

1/22/2004

15200-00

Ghse Systems-Primary 30

 

 

130174

Syst D11-12
Transport lines f/ Under-Floor Heating

1/22/2004

15200-00

Greenhouses 30

 

 

299890

Magnum Pipe
Mat'l for Tables/Roller Bond -

1/22/2004

15400-00

Greenhouses & Systems

 

 

110122

Earthwork f/ D11-12 (Starline)

1/29/2004

15200-00

Greenhouses 30

 

 

130175

Earthwork f/ E11-12 (Starline)

1/29/2004

15200-00

Land Improvements

 

 

299891

Fairbanks Morse Pump

2/5/2004

15400-00

Pumps (5Y)

 

 

299892

Electric
New Lights for Cooler - Springfield

2/5/2004

15400-00

Other Equip-Small 07

 

 

299893

- (Peru Tool)
Pipe Stand for Table Sytem in D11-12

2/12/2004

15400-00

Growing

 

 

227388

Locust
Trees - 3 - 8' Spruce, 4 - 5' Haika

2/19/2004

15010-00

Land Improvements

 

 

299894

Roller Bond for A13-13 & D9-D12

2/19/2004

15400-00

Other Equip-Small 07

 

 

299895

d/w No Controll
Bal. on Asset # 299855 - 40" Echos

2/19/2004

15400-00

Ghse Systems-Secnd 15

 

 

299896

System - No Contr
Bal. on Asset #299862 - 30" Echo

2/19/2004

15400-00

Ghse Systems-Secnd 15

 

 

130176

12 (3pay)
Electrical f/ Irrigatn & Heatg Sys.- E11-

2/26/2004

15200-00

Ghse Systems-Primary 30

 

 

299897

System
TouchScreens for New Irrigation

2/26/2004

15400-00

Computer Hardware

 

 

110123

12 (Feb&M)
Electrical f/ Irrigation & Heating D11-

3/4/2004

15200-00

Ghse Systems-Primary 30

 

 

110124

Mat'l for D 11-12 Wiring (Springfield)

3/4/2004

15200-00

Ghse Systems-Primary 30

 

 

299898

Ebb & Flood Pump (Color Pt)

3/4/2004

15400-00

Pumps (5Y)

 

 

299899

Tubing for C-Hs Irrigation System

3/4/2004

15400-00

Other Equip-Small 07

 



 

299900

(Prins)
Gatorshield for Booms in D9-D12

3/11/2004

15400-00

Booms

 

 

299901

D9-12, C10-11
Line Brackets f/ Hotwatr Transport -

3/18/2004

15400-00

Other Equip-Small 07

 

 

110125

Pipe for D9-12 ( Columbia)

3/25/2004

15200-00

Ghse Systems-Primary 30

 

 

110126

C12
Galvanized Beams for Corridor D12 to

3/25/2004

15200-00

Greenhouses 30

 

 

299903

Crane Rental to Install New Boiler

3/25/2004

15400-00

Heavy Equipment (15 Years)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

299904

Gas LIne for New Boiler

3/25/2004

15400-00

Heavy Equipment (15 Years)

 

 

299905

Creek)
Booms for D9-12, E 11-12 (Cherry

3/25/2004

15400-00

Booms

 

 

299906

Table System
Bal. on Asset #299882. - D11-12

3/25/2004

15400-00

Growing

 

 

299907

Series RAM, Verti
Bridgeport 1HP Milling Machine -

3/25/2004

15400-00

Other Equip-Small 07

 

 

299908

Series RAM, Verti
Bridgeport 1HP Milling Machine -

3/25/2004

15400-00

Other Equip-Small 07

 

 

110127

House
Concrete Work for Pathway - D

4/1/2004

15200-00

Concrete

 

 

130177

Springfield)
Elect. Mat'l for E11-12 (2pays -

4/1/2004

15200-00

Ghse Systems-Primary 30

 

 

299909

Concrete Work for West Boiler Room

4/1/2004

15400-00

Heavy Equipment (15 Years)

 

 

130178

PVC Sewer Pipe for E 11-12

4/8/2004

15200-00

Ghse Systems-Primary 30

 

 

130179

Gravel/Rock for E11-12

4/8/2004

15200-00

Concrete/Gravel

 

 

130180

(Springfield)
Electrical Mat'l for E11-12

4/8/2004

15200-00

Ghse Systems-Primary 30

 

 

299910

Room
Mat'l for New Boiler in East Boiler

4/8/2004

15400-00

Heavy Equipment (15 Years)

 

 

299911

E11-12
Cable for Booms - Irrigation D11-12,

4/8/2004

15400-00

Booms

 

 

130181

Black Pipe for Heating Syst. E10-12

4/15/2004

15200-00

Ghse Systems-Primary 30

 

 

130182

E11-12 (3pay)
Electrical Wk f/ Irrigat & Heatg Sys

4/15/2004

15200-00

Ghse Systems-Primary 30

 

 

299912

Install Gas line for West Boiler Room

4/15/2004

15400-00

Heavy Equipment (15 Years)

 

 

110129

Concrete for D11-12 (Mertel)

4/22/2004

15200-00

Concrete

 

 

130183

Concrete for E11-12 (4 pays) (Mertel)

4/29/2004

15200-00

Concrete/Gravel

 

 

130184

Gravel/Rock E11-12 (Starline)

4/29/2004

15200-00

Concrete/Gravel

 

 

130185

Sys E11-12
Electrical Mat'l f/ Irrigation & Heatg

4/29/2004

15200-00

Ghse Systems-Primary 30

 

 

227389

- Machine Hire
Work on Lake & road North of E11-12

4/29/2004

15010-00

Driveway Repairs

 

 

299913

6 Motorola Radios

4/29/2004

15400-00

Small Equipment (10Y)

 

 

299914

Irrigation System Mat'l for C house

4/29/2004

15400-00

Other Equip-Small 07

 

 

130186

12
Galvanized Pipe for Irrigation Sys E11-

       5/6/2004

15200-00

Ghse Systems-Primary 30

 

 

299915

4 Motorola P1225 Radios

5/13/2004

15400-00

Small Equipment (10Y)

 

 

299916

Controllers for Irrigation System

5/14/2004

15400-00

Other Equip-Small 07

 

 

110128

D11-12
Electrical for Irrigation & Heating Sys

5/27/2004

15200-00

Ghse Systems-Primary 30

 



 

130187

E11-12
Addtn'l Paymt Black-Out Curtains -

5/27/2004

15200-00

Ghse- Energy Curtains

 

 

130188

Ebb & Flood System E11-12 - Prins

5/27/2004

15200-00

Ghse Systems-Primary 30

 

 

21533

Echos C 1-8
Electrical Work for Controllers for

6/10/2004

15200-00

Building Improvements

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

299917

Chamber
2 Carrier Air Conditioning Units Germ.

6/10/2004

15400-00

HVAC

 

 

299918

Mat'l for Irrigation System Controls

6/17/2004

15400-00

Other Equip-Small 07

 

 

299919

2 Motorola Radios

6/30/2004

15400-00

Small Equipment (10Y)

 

 

227390

Work on the Dam (Starline)

7/22/2004

15010-00

Land Improvements 30

 

 

299921

Pressure Washer, 3000PSI

7/22/2004

15400-00

Landscape/Utility/Farm Equipment

 

 

227391

Work on Dam (Starline)

8/5/2004

15010-00

Land Improvements 30

 

 

227392

(Starline)
Gravel for Road Behind Greenhouse

8/12/2004

15010-00

Land Improvements 30

 

 

227393

for Mums (Dav)
Concrete Pathway in Back of Greenhs

8/12/2004

15010-00

Concrete

 

 

227394

Greenhouse (Mertel)
Concrete Pathway in Back of

8/26/2004

15010-00

Concrete

 

 

299922

Plus TT)
Zebra UPC Printer w/ Rewind (140xilll

8/26/2004

15400-00

Computer Hardware

 

 

227395

(Tonica Nursery)
Landscaping in Front of Facility

9/1/2004

15010-00

Land Improvements

 

 

299923

East Boiler Rm
Electrical Hookup for New Boiler -

9/1/2004

15400-00

Heavy Equipment (15 Years)

 

 

227396

Landscaping (Starl)
Tree & Undergrowth Removal f/

9/9/2004

15010-00

Land Improvements

 

 

227397

Peat - North End
Outdoor Storage Area Expansion f/

9/9/2004

15010-00

Land Improvements

 

 

299952

Pumps,Parts
Heat Expansion System - Boiler Rm -

9/16/2004

15400-00

Heavy Equipment (15 Years)

 

 

299924

& Echos
Irrigation System Interface for Booms

10/21/2004

15400-00

Booms

 

 

299925

Bobcat 225 - 20 hp
Gas Powered Welder/Generator -

10/21/2004

15400-00

Generator

 

 

299926

Moving Panels
New Transfer Switches f/ Generator &

10/28/2004

15400-00

Generator

 

 

110130

into Barn (RJ)
Construction to Bridge Access D-8

11/3/2004

15200-00

Concrete

 

 

299953

D11-12,E11-12
Pipe Insul. for Heat Expansn Sys -

11/4/2004

15400-00

Ghse Equip-Large 15

 

 

227398

Greenhouse (Advanced)
Resurface of Road's around

11/11/2004

15010-00

Driveway Repairs

 

 

285324

PC-300-8SB
Personnel Carrier, 2 Person, Yellow

11/19/2004

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285325

PC-300-8SB(2)
Personnel Carrier, 2 Person, Yellow

11/19/2004

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 



 

299927

Creek)
72 EZ Beam ECHO System (Cherry

11/19/2004

15400-00

Ghse Systems-Secnd 15

 

 

110131

into Barn (Davis
Concrete Work f/Bridge Access D-8

11/26/2004

15200-00

Concrete

 

 

274706

2005 FORD F250 Truck 4X4 White

11/26/2004

15500-00

Automobiles (5 Years)

 

 

285326

Model TD 217)
Stockchaser Cart (Green) (Allied

12/2/2004

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

285327

Model TD 217)
Stockchaser Cart (Green) (Allied

12/2/2004

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

285328

Model TD 217)
Stockchaser Cart (Green) (Allied

12/2/2004

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

285329

Model TD 217)
Stockchaser Cart (Green) (Allied

12/2/2004

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

285330

Model TD 217)
Stockchaser Cart (Green) (Allied

12/2/2004

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

285332

Golf Cart - Tourmaster - Model B-100

12/2/2004

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

299928

House
Gator Pipe for Rails for Booms in E-

12/2/2004

15400-00

Booms

 

 

299929

& Lockg Caster
Belcor 150X Taper w/ 3" Tape Heads

12/2/2004

15400-00

Other Equip-Small 07

 

 

299930

Conveyr-North Prod
Flat & Pot Filling Sys w/Dibble

12/3/2004

15400-00

Ghse Equip-Large 15

 

 

299931

South Prod.
Flat & Pot Filling Sys w/Dibble Convyr-

12/3/2004

15400-00

Ghse Equip-Large 15

 

 

227400

(JFORCE)
New Sign at Rt. 89 Entrance

12/5/2004

15010-00

Land Improvements

 

 

110132

Barn (Mertel
Concrete f/ Bridge Access of D-8 into

12/9/2004

15200-00

Concrete

 

 

299932

Printer w/Rewin
Onsyte Xtra 5 Horticultural Thermo

12/9/2004

15400-00

Computer Hardware

 

 

227399

North of Facilt
Paving Between Mulch Pad & Pavemt

12/16/2004

15010-00

Building Improvements

 

 

299933

Pressure Washer - 3000PSI (RSC)

12/16/2004

15400-00

Landscape/Utility/Farm Equipment

 

 

299934

Pressure Washer - 3000PSI (RSC)

12/16/2004

15400-00

Landscape/Utility/Farm Equipment

 

 

299935

Pressure Washer - 3000PSI (RSC)

12/16/2004

15400-00

Landscape/Utility/Farm Equipment

 

 

299937

Printers f/ Produc
4 - Model S8 Master 2.2G Inkjet

12/17/2004

15400-00

Ghse Equip-Large 15

 

 

163010

New Fixtures for Main Bathroom

12/22/2004

15300-00

Misc Bldg Impv 15

 

 

285333

3219
Scissor Lift 17-19 DC Skyjack SJIII-

12/28/2004

15600-00

Lifts

 

 

285334

LP
Mitsubishi Pneumatic Forklift - FG25N-

     12/28/2004

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

285335

American Lincoln
MPV-60 Mid-Size Sweeper -

12/28/2004

15600-00

Small Equipment (10Y)

 

 

299938

Benches & Rail
Overhead Stacker f/ Handling Empty

12/28/2004

15400-00

Ghse Equip-Large 15

 

 

299939

size pots
4 Flat/Pot Robots incl. Forks f/ Dif.

12/28/2004

15400-00

Ghse Equip-Large 15

 



 

299940

Fertilizer Injector - Priva NutriJet 100

12/28/2004

15400-00

Ghse Equip-Large 15

 

 

299941

E-House
Electrical Mat'ls for Booms & Echos in

12/28/2004

15400-00

Booms

 

 

285336

PC-300-8SB
Personnel Carrier, 2 Person, Yellow

12/29/2004

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285337

PC-300-8SB
Personnel Carrier, 2 Person, Yellow

12/29/2004

15600-00

Driveway Repairs

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

299942

34 Booms for Irrigation in E-Hs 1-8

12/29/2004

15400-00

Booms

 

 

299943

North Fields
Pipe, etc. for Irrigation System for

12/29/2004

15400-00

Ghse Equip-Large 15

 

 

163011

Main Bathroom
Replaced compartments, screens for

12/31/2004

15300-00

Misc Bldg Impv 15

 

 

299944

1.3M Conveyor
Single Stack Plug Tray Dispenser w/

12/31/2004

15400-00

Other Equip-Small 07

 

 

299945

600 Trays/Hr.
Stainless Steel Plug Tray Washer -

12/31/2004

15400-00

Ghse Equip-Large 15

 

 

299946

Endless Belts
Painted Steel Chemical Hopper w/

12/31/2004

15400-00

Other Equip-Small 07

 

 

299947

Endless Belts
Painted Steel Chemical Hopper w/

12/31/2004

15400-00

Other Equip-Small 07

 

 

299948

Hopper, Agit
Rebuild Plug Tray Filler w/ Vibrator,

12/31/2004

15400-00

Ghse Equip-Large 15

 

 

299949

Urbinati Plug Tray Dispenser System

12/31/2004

15400-00

Small Equipment (10Y)

 

 

299950

Handling Equip.
Conveyor - Model 190RB - Allied

12/31/2004

15400-00

Other Equip-Small 07

 

 

299951

Car Lift (Truck & Auto Supply)

12/31/2004

15400-00

Lifts

 

 

299956

(Columbia)
Hose for New Booms - E 1-8

1/20/2005

15400-00

Booms

 

 

299957

Shipping for Echos - Asset #299927

1/27/2005

15400-00

Ghse Systems-Secnd 15

 

 

299958

Echos
1" EMT Tubing for E- Hs 1-8 Booms &

2/10/2005

15400-00

Booms

 

 

299959

R)
Materials for Booms - E-Hs 1-8 (Dbl

2/24/2005

15400-00

Booms

 

 

299960

Electrical Labor for Echos - E-Hs 1-8

2/24/2005

15400-00

Ghse Systems-Secnd 15

 

 

299961

Controls
E - Hs 11-12 Irrigation System

3/3/2005

15400-00

Other Equip-Small 07

 

 

299962

House
Booms & Echos Plumbing for E-

3/3/2005

15400-00

Booms

 

 

299963

Hangars for Echos in E-House (Prins)

3/10/2005

15400-00

Ghse Systems-Secnd 15

 

 

299964

Boilers-1east,1wes
Original Start-Up Burnham Steam

3/17/2005

15400-00

Heavy Equipment (15 Years)

 

 

258287

for Home Depot)
HP LJ 4250TN Printer (f/ Cart Tags

3/31/2005

15700-00

Computer Hardware

 

 

299966

House
Yellow Control Cable for Booms - E-

3/31/2005

15400-00

Booms

 

 

299968

12, D-Hs 11-12
Electrical Hook-up f/ Booms, E-Hs 1-

4/14/2005

15400-00

Booms

 



 

299967

HydBak sn:1498
Jack Hammer for BobCat - Kent K4

4/15/2005

15400-00

Landscape/Utility/Farm Equipment

 

 

227402

New Road Out Back

5/12/2005

15010-00

Land Improvements 30

 

 

299969

8,11-12 & D11-12
Electrical Hookup-Booms&Echos E 1-

5/12/2005

15400-00

Booms

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

299971

etc.) (Fernand
Labor for Controllers (Echos&Booms,

6/2/2005

15400-00

Booms

 

 

299972

(RSC)
Mortar Mixer - 8-9 CU FT Meter Out

6/17/2005

15400-00

Other Equip-Small 07

 

 

227404

Mum Fields Outside - Concrete Work

7/14/2005

15010-00

Ghse Systems-Secnd 15

 

 

227405

Mum Fields Outside - Gravel

7/14/2005

15010-00

Ghse Systems-Secnd 15

 

 

227406

Mum Fields - Outside - Concrete

7/21/2005

15010-00

Ghse Systems-Secnd 15

 

 

227407

Con
Mum Fields - Outside - Gravel - Tri-

7/21/2005

15010-00

Ghse Systems-Secnd 15

 

 

227408

Matr'ls (2 Inv.)
Mum Fields - Outside - Concrete &

7/21/2005

15010-00

Ghse Systems-Secnd 15

 

 

227409

Rod f/Concrete
Mum Fields - Outside - Reinforcing

7/21/2005

15010-00

Ghse Systems-Secnd 15

 

 

227410

(Starline)
Mum Fields - Outside - Gravel

7/28/2005

15010-00

Ghse Systems-Secnd 15

 

 

227411

Reinforcing Rod
Mum Fields - Outside - 3/8"

7/28/2005

15010-00

Ghse Systems-Secnd 15

 

 

227412

(Mertel)
Mum Fields - Outside - Concrete

7/28/2005

15010-00

Ghse Systems-Secnd 15

 

 

140012

(Ameren)
Electrical Line Extension to L-House

8/29/2005

15200-00

Ghse Systems-Primary 30

 

 

299980

(on Trailer)
2004 Portable Generator for Mumfield

9/2/2005

15400-00

Generator

 

 

299981

KartKeeper Portable Unit - AIS

9/6/2005

15400-00

Ghse Equip-Small 10

 

 

163012

Remodeling 2 Upstairs Bathrooms

9/8/2005

15300-00

Misc Bldg Impv 15

 

 

285343

Skidsteer (RSC)
Auger Attachment & Bit for Bobcat

9/15/2005

15600-00

Landscape/Utility/Farm Equipment

 

 

227413

Drainage (Starlin
Mum Fields - Outside - Gravel f/

9/29/2005

15010-00

Ghse Systems-Secnd 15

 

 

299983

Irrigation Sys
ControlLink Modules to Network E-Hs

10/6/2005

15400-00

Other Equip-Small 07

 

 

190121

f/Electicity
New Building Gear 240V System

10/28/2005

15600-00

Other Buildings 30

 

 

190122

f/Blr Rm& L-Hs
Materials f/ Electrical System 240V

11/25/2005

15600-00

Other Buildings 30

 

 

190123

L-Hs level
Electrical Hookup f/ New Boiler Rm. -

11/25/2005

15600-00

Other Buildings 30

 

 

299984

Option, & Conveyor
Cutting Machine w/Gardena Knife

11/30/2005

15400-00

Ghse Equip-Large 15

 



 

190126

Hs level)
Concrete f/ Footings f/ Boiler Rm (L-

12/1/2005

15600-00

Concrete

 

 

190127

level)
Concrete Labor f/ Boiler Rm Floor (L-

12/8/2005

15600-00

Concrete

 

 

285344

No. 33
Roller - Like property for Exchange
BOBCAT T-300 w/ 80" Bucket, 72"

12/9/2005

15600-00

Small Equipment (10Y)

 

 

258291

f/Tags
Zebra 140 XIIII PlusThermal Printer

12/15/2005

15700-00

Computer Hardware

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

285345

JD 4X2 TX Gator w/ HDAP Tires

12/15/2005

15600-00

Small Equipment (10Y)

 

 

140001

L-House - Structure

12/20/2005

15200-00

Greenhouses 30

 

 

140002

Ebb & Flood System (Prins)(Contract)

12/20/2005

15200-00

Ghse Systems-Primary 30

 

 

140003

(Contract)
Ventilation System Roof f/ L-House

12/20/2005

15200-00

Greenhouses 30

 

 

140004

(Contract)
Roof Curtains f/ L-House (Part.)

12/20/2005

15200-00

Ghse- Energy Curtains

 

 

140006

Circuit Clerk) L-Hs
Building Permit (Putnam County

12/20/2005

15200-00

Greenhouses 30

 

 

140010

Hs
Fittings f/ Underground Drainage f/L-

12/20/2005

15200-00

Ghse Systems-Primary 30

 

 

140011

Concrete Labor f/ L-House (Davis)

12/20/2005

15200-00

Greenhouses 30

 

 

140013

Gravel f/ L-House

12/20/2005

15200-00

Greenhouses 30

 

 

140014

Concrete f/ L-House

12/20/2005

15200-00

Concrete/Gravel

 

 

140015

Syst. - L-Hous
Polyethelene Tubing, 3/4" f/Heating

12/20/2005

15200-00

Ghse Systems-Primary 30

 

 

140016

Gravel f/ L-House

12/20/2005

15200-00

Greenhouses 30

 

 

140017

Concrete f/ L-House (Mertel)

12/20/2005

15200-00

Concrete/Gravel

 

 

140018

Materials for L-House Construction

12/20/2005

15200-00

Greenhouses 30

 

 

140019

Rock for L-House

12/20/2005

15200-00

Greenhouses 30

 

 

140020

Haul Gravel f/ L-House

12/20/2005

15200-00

Greenhouses 30

 

 

140021

(SpenceDavis)
Concrete Labor f/ L-House

12/20/2005

15200-00

Greenhouses 30

 

 

140022

Labor f/ L-House Construction

12/20/2005

15200-00

Greenhouses 30

 

 

140023

Haul Gravel f/ L-House (Gensini)

12/20/2005

15200-00

Greenhouses 30

 

 

140024

Haul Gravel f/ L-House (Dbl M)

12/20/2005

15200-00

Greenhouses 30

 

 

140025

Gravel f/ L-House (Tri-Con)

12/20/2005

15200-00

Greenhouses 30

 

 

140026

(SpencDavis)
Concrete Labor f/L-House

12/20/2005

15200-00

Greenhouses 30

 

 

140027

Electrical Syst.
PVC (Var.) f/ L-House Underground

12/20/2005

15200-00

Ghse Systems-Primary 30

 

 

140029

Concrete f/ L-House

12/20/2005

15200-00

Concrete/Gravel

 

 

140030

Concrete f/ L-House (mertel)

12/20/2005

15200-00

Concrete/Gravel

 

 

140031

Concrete f/ L-House (Mertel)

12/20/2005

15200-00

Concrete/Gravel

 

 

140032

(SpenceDavis)
Concrete Labor f/ L-House

12/20/2005

15200-00

Greenhouses 30

 

 

140033

Concrete Labor f/ L-House (Davis)

12/20/2005

15200-00

Greenhouses 30

 

 

140034

System
PVC Flex f/ L-House Drainage

12/20/2005

15200-00

Ghse Systems-Primary 30

 



 

140035

Sys
PVC 6x20 Pipe f/L-House Drainage

12/20/2005

15200-00

Ghse Systems-Primary 30

 

 

140036

Concrete f/ L-House (Mertel)

12/20/2005

15200-00

Concrete/Gravel

 

 

140038

Concrete f/ L-House (Mertel)

12/20/2005

15200-00

Concrete/Gravel

 

 

140039

Gravel & Equipment Rental (Starline)

12/20/2005

15200-00

Greenhouses 30

 

 

140040

Service to L-House
Conduit & PVC f/ Underground

12/20/2005

15200-00

Ghse Systems-Primary 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

140041

(L-Hs)
Dura Flex Application to Water Tank

12/20/2005

15200-00

Ghse Systems-Primary 30

 

 

140043

(Starline)
Gravel & Machine Rental - L-Hs

12/20/2005

15200-00

Greenhouses 30

 

 

190125

(SpenceDavis)
Concrete & Gen. Labor f/ Boiler Rm

12/20/2005

15600-00

Concrete

 

 

140042

Electrical f/L-Hs(2inv)
PVC Conduit f/ Underground

12/21/2005

15200-00

Ghse Systems-Primary 30

 

 

140044

f/L-Hs(2inv
Panellboard & Conduit f/Electricl Serv

12/21/2005

15200-00

Ghse Systems-Primary 30

 

 

190128

level)
Concrete f/ Floor in Boiler Rm (L

12/21/2005

15600-00

Concrete

 

 

299985

(Hector)
Controller for New Irrigation Boom

12/21/2005

15400-00

Booms

 

 

140045

Construction
Stainless Steel Staples f/ L-Hs

12/22/2005

15200-00

Greenhouses 30

 

 

190129

Level (DavisC.)
Labor & Mat'ls f/ Boiler Rm - L-Hs

12/22/2005

15600-00

Other Buildings 30

 

 

299987

CrateWashr(Asset#299945
Disinfecting Unit f/T1500E

12/22/2005

15400-00

Other Equip-Small 07

 

 

140046

Floor f/L-Hs
Black Ground Cover f/over Gravel

12/28/2005

15200-00

Ghse- Ground Cover Fabric 05

 

 

140047

Invoices)
Mat'ls f/ Electrical Service f/ L-Hs (2

12/28/2005

15200-00

Ghse- Ground Cover Fabric 05

 

 

299988

plastic chain
S/S Sub Irrigator- 8' long w/16"wide

12/28/2005

15400-00

Other Equip-Small 07

 

 

299989

plastic chain
S/S Sub Irrigator- 8' long w/16"wide

12/28/2005

15400-00

Other Equip-Small 07

 

 

140048

Construction
Pinions w/Gear Racks f/ L-Hs

12/30/2005

15200-00

Ghse- Ground Cover Fabric 05

 

 

190124

(L level)
Steel Building 50' W x 100' L x 20' Tall

12/30/2005

15600-00

Other Buildings 30

 

 

227414

(4"Plastic)(Amren)
Gas Line Service to L-Hs Range

12/30/2005

15010-00

Ghse Systems-Secnd 15

 

 

258293

(LVW)
HP DESIGNJET 500 42" Printer

1/10/2006

15700-00

Computer Hardware

 

 

140050

Spencer Davis
L- House Construction Labor -

1/19/2006

15200-00

Greenhouses 30

 

 

299993

Outdoor
Wi-Fi Point & Bridge (35) System -

1/31/2006

15400-00

Doors

 



 

140051

Glass- L-Hs
Skyjack Scissor Lift Rental f/ Glazing

2/2/2006

15200-00

Greenhouses 30

 

 

140052

Apr)
Labor f/Construction - L-House (Feb-

2/2/2006

15200-00

Greenhouses 30

 

 

258295

Software - Autocad Lt Upg - (for LVW)

2/9/2006

15700-00

Computer Software & Hardware (5 Years)

 

 

140053

Mertel)
Concrete for L-Hs Aisles, etc. (4 Inv.-

2/16/2006

15200-00

Concrete/Gravel

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

140054

(Jack Davis Con)
Labor (f/Concrete & other) 2-Inv.

2/23/2006

15200-00

Greenhouses 30

 

 

299994

North Prod.
2 - Line Scanner Syst w/Software for

2/23/2006

15400-00

Computer Hardware

 

 

299995

Decks
Steel Pallet Racking w/Wire Mesh

2/27/2006

15400-00

Ghse Equip-Large 15

 

 

140056

House
Electrical Materials for New Pump f/ L-

3/2/2006

15200-00

Greenhouse & Systems

 

 

140060

Downspouts f/ L-House (Columbia)

3/2/2006

15200-00

Greenhouses 30

 

 

140061

Mat'ls f/ L-House Construction

3/2/2006

15200-00

Greenhouses 30

 

 

190130

Electrical f/ New North Boiler Room

3/2/2006

15600-00

Ghse Systems-Primary 30

 

 

299997

Coated Gutters
Boom & Gutter Project - Powder

3/2/2006

15400-00

Booms

 

 

140055

(Bert Blok)
Labor f/ Glazing Glass on L-House

3/6/2006

15200-00

Greenhouses 30

 

 

140062

Labor f/ L-House Construction (Prins)

3/9/2006

15200-00

Greenhouses 30

 

 

140057

PO6LC-13B)
Water Pump f/L-House (Crown Mdl

3/16/2006

15200-00

Pumps (5Y)

 

 

140059

House
Mat'l f/ Water & Irrigation System in L-

3/16/2006

15200-00

Ghse Systems-Primary 30

 

 

299998

Emergency Lmt Swch
Priva Integro Extension w/Motor

3/16/2006

15400-00

Ghse Equip-Large 15

 

 

299999

Door
14x14 Raynor Series White Steel

3/16/2006

15400-00

Doors

 

 

140064

Construction
Lodging f/Labor f/ L-House

3/27/2006

15200-00

Greenhouses 30

 

 

140063

Labor f/ L-House Construction (Prins)

3/30/2006

15200-00

Greenhouses 30

 

 

140067

Gravel for L-House (Starline)

3/30/2006

15200-00

Greenhouses 30

 

 

300001

House120x60mm, 10 ga.
Boom Rails (18,588 FT.) f/ L-

3/30/2006

15400-00

Booms

 

 

300002

Water Softener (Culligan) SM - 61-1

3/30/2006

15400-00

Other Equip-Small 07

 

 

300003

MVP (F/Water) Conversion f/Plant

3/30/2006

15400-00

Other Equip-Small 07

 

 

140005

Asst#140004)
Roof Curtains f/L-House (Bal. - Part.

3/31/2006

15200-00

Ghse- Energy Curtains

 

 

140007

Standard)(Prins)
Blackout Cloth (in place of

3/31/2006

15200-00

Ghse- Energy Curtains

 

 

140068

Brackets(Prins)
Gutter Boom Rail Brackets & Rail

3/31/2006

15200-00

Greenhouses 30

 

 

140069

Labor f/ L-House Construction (Prins)

3/31/2006

15200-00

Greenhouses 30

 



 

140070

Support(Prins)
T Console f/ L-Hs Gutter Downspout

3/31/2006

15200-00

Greenhouses 30

 

 

140083

Roll-up Walls f/ L-House (Prins)

3/31/2006

15200-00

Greenhouses 30

 

 

140084

(Prins)
Labor f/ Roll-up Walls f/ L-House

3/31/2006

15200-00

Greenhouses 30

 

 

140085

Divider Wall 907' f/ L-House (Prins)

3/31/2006

15200-00

Greenhouses 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

140086

L-House (Prins)
Spring Connections Shade System f/

3/31/2006

15200-00

Greenhouses 30

 

 

300004

E-9
Electrical Installation of 2 Roll Doors -

4/6/2006

15400-00

Doors

 

 

140065

Var.Inv)
Mat'l f/Electrical f/L-House (Springfield-

      4/13/2006

15200-00

Ghse Systems-Primary 30

 

 

140074

Mat'l f/ L-House (Fastenal)

4/13/2006

15200-00

Greenhouses 30

 

 

140081

Labor f/ L-House Construction (Prins)

4/13/2006

15200-00

Greenhouses 30

 

 

300005

Prod. Room
Electrical Materials for Lando Land

4/13/2006

15400-00

Other Equip-Small 07

 

 

300006

Hose & Rollers for Booms in L-House

4/13/2006

15400-00

Booms

 

 

300007

Production Rm
Electrical Materials f/ Lando Land

4/13/2006

15400-00

Other Equip-Small 07

 

 

140073

(Sondgeroth)
Hauling of Gravel (From Tri-Con) L-Hs

4/20/2006

15200-00

Greenhouses 30

 

 

299992

(Power & Flow Sol.)
Pump Station and Control Panel

4/20/2006

15400-00

Ghse Equip-Large 15

 

 

300008

North Product.
Add'l 27' of Soil Conveyor Belts f/

4/20/2006

15400-00

Other Equip-Small 07

 

 

300009

Lights (replaced) f/ all Barns (1,2,3)

4/20/2006

15400-00

Ghse Equip-Large 15

 

 

140076

Mat'ls f/ L-House Construction

4/27/2006

15200-00

Greenhouses 30

 

 

258298

F/Wireless Irrig. Systm
3 - HP IPAQ RX1950 Palm P.

4/27/2006

15700-00

Computer Hardware

 

 

300010

10 Booms for L-House

4/27/2006

15400-00

Booms

 

 

300012

(Lando L)Convey
Transplant System f/ North 2 Prod.

4/27/2006

15400-00

Ghse Equip-Large 15

 

 

130190

Prod. Hookup
Electrical Materials for Lando Land

5/4/2006

15200-00

Greenhouse & Systems

 

 

140066

Eq. 4-Inv
Mat'ls f/ Irrigatn Syst. - L-Hs (Utility

5/4/2006

15200-00

Ghse Systems-Primary 30

 

 

140077

Syst.
Hose Clamps f/ L-House Irrigation

5/4/2006

15200-00

Ghse Systems-Primary 30

 

 

300020

Repeater and Radio System

5/4/2006

15400-00

Ghse Equip-Large 15

 

 

300021

(Lando L)
Electrical Labor - North2 Production

5/4/2006

15400-00

Other Equip-Small 07

 

 

300022

Booms f/ L-House

5/4/2006

15400-00

Booms

 

 

300023

House Booms
Red Rubber Hose, Air/Water - L-

5/4/2006

15400-00

Booms

 



 

140078

Construction
Equipment Rental f/ L-House

5/11/2006

15200-00

Greenhouses 30

 

 

300013

Syst. - North2 Pr
Urbanati Model RW2100 Transplant

5/11/2006

15400-00

Ghse Equip-Large 15

 

 

300014

North2(Lando
HD Tray/Pot Filler w/ Hop,agitr,etc -

5/11/2006

15400-00

Ghse Equip-Large 15

 

 

300015

North2(Lando
HD Tray/Pot Filler w/ Hop,agitr,etc -

5/11/2006

15400-00

Ghse Equip-Large 15

 

 

300016

Fork Lift Pot Handler

5/11/2006

15400-00

Forklift/Tugger/Scissorlift (10Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300017

w/shelves
16 Custom Steel Tracking Trailers

5/11/2006

15400-00

Ghse Equip-Small

 

 

300018

Tracking Trailers
18 Custom Aluminum Top for

5/11/2006

15400-00

Ghse Equip-Small

 

 

300019

(LandoL)
Photo Eye & Mat'ls f/ North2 Prod.

5/11/2006

15400-00

Other Equip-Small 07

 

 

300024

Seal- E-9 Hs
2 -Roll-Up Doors -1 Predator & 1 Fast

5/11/2006

15400-00

Doors

 

 

300025

Production
Materials for Electrical in North2

5/11/2006

15400-00

Other Equip-Small 07

 

 

300027

Dimple Plates for Transplanters

5/11/2006

15400-00

Ghse Equip-Large 15

 

 

140071

Electrical Labor f/ L-House (Elmorre)

5/17/2006

15200-00

Ghse Systems-Primary 30

 

 

140058

Injection
Metering Pump f/ Acid/Chlorine

5/18/2006

15200-00

Pumps (5Y)

 

 

140075

Control)
Electrical Mat'ls f/ L-House (All

5/18/2006

15200-00

Ghse Systems-Primary 30

 

 

140079

System
2 Mixer/Injectors f/ L-Hs Irrigation

5/18/2006

15200-00

Pumps (5Y)

 

 

140082

Construction(Prins)
Labor Expense f/ L-House

5/18/2006

15200-00

Greenhouses 30

 

 

140072

Spots) (Tri-Con)
Gravel f/ L-Houes (Filling in low

5/25/2006

15200-00

Greenhouses 30

 

 

300028

RW 2100 Transplanter Labor

6/1/2006

15400-00

Other Equip-Small 07

 

 

140080

System
Pump System f/ L-Hs Irrigation

6/8/2006

15200-00

Pumps (5Y)

 

 

300029

(Toughsonic Ultrasonic )
New Pump Station Controls

6/15/2006

15400-00

Other Equip-Small 07

 

 

300030

Item Scanners for Lines

6/21/2006

15400-00

Computer Hardware

 

 

300044

3.0PSI,9
PRESSURE WASHER, 3000PSI,

7/6/2006

15400-00

Landscape/Utility/Farm Equipment

 

 

300045

3.0PSI,9
PRESSURE WASHER, 3000PSI,

7/6/2006

15400-00

Landscape/Utility/Farm Equipment

 

 

140087

House
Materials for Electrical Hookup - L-

7/13/2006

15200-00

Ghse Systems-Primary 30

 

 

140088

Elmore
Electrical Labor for L-House hookup -

7/13/2006

15200-00

Ghse Systems-Primary 30

 



 

285359

Exchange No. 5
EXCAVATOR - Like property for
2003 TEREX HR16 MINI-

7/19/2006

15600-00

Heavy Equipment (15 Years)

 

 

285360

DT81X14E702)
2006 TRAILER (B-B MODEL

7/19/2006

15600-00

Trailer (5Y)

 

 

140089

Springfield Electric
HP Softstart for L-House Electrical -

7/20/2006

15200-00

Greenhouses & Systems

 

 

258299

Standard
Software - AirMagnet Surveyor

8/10/2006

15700-00

Computer Software & Hardware (5 Years)

 

 

300046

Industrial Door - Interior Drs
8 - RapidRoll 230 High Performance

8/10/2006

15400-00

Doors

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300047

Package (from Priva)
Sky Sentry Storm Alert Radar

8/10/2006

15400-00

Other Equip-Small 07

 

 

140090

Labor on L-House Contract - Prins

9/1/2006

15200-00

Greenhouses 30

 

 

227416

Fields - G&J Fertilizer
Gravel for Storage Lot out by Mum

9/21/2006

15010-00

Ghse Systems-Secnd 15

 

 

300048

Starter)
40 HP 480V Encl Soft Start ( Pump

9/21/2006

15400-00

Pumps (5Y)

 

 

300049

by Fernando)
Controllers for Echos & Booms ( built

9/30/2006

15400-00

Booms

 

 

227417

Fields - Starline
Gravel for Storage Lot out by Mum

10/12/2006

15010-00

Ghse Systems-Secnd 15

 

 

285361

Personnel Carrier, 48 Volt, Pack Mule

10/19/2006

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285362

Personnel Carrier, 48 Volt, Pack Mule

10/19/2006

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285363

Personnel Carrier, 48 Volt, Pack Mule

10/19/2006

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285364

Personnel Carrier, 48 Volt, Pack Mule

10/19/2006

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

300050

Refractory)
Superior 80" Rear Door (#4 Boiler

10/19/2006

15400-00

Doors

 

 

300051

WIFI for L-House (HyperAmp, etc.)

10/26/2006

15400-00

Other Equip-Small 07

 

 

300052

HEATERS (BIOTECH RESEARCH)

10/26/2006

15400-00

Other Equip-Small 07

 

 

300055

18" W.belt w/ 1 HP motor.
Conveyor - Hytrol model RB 32' L. x

11/9/2006

15400-00

Other Equip-Small 07

 

 

300056

12
Energy Shade System for A9-12 & C7-

11/9/2006

15400-00

Ghse- Energy Curtains 10

 

 

285365

Wheels
w/Cushion Stabilizer & Twin Front
Boxer 1.0 Diesel Fork Truck

11/17/2006

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

285366

Wheels
w/Cushion Stabilizer & Twin Front
Boxer 1.0 Diesel Fork Truck

11/17/2006

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

300053

IPAQ HX2490B (6 Units)
Materials for Irrigation Systems - HP

11/22/2006

15400-00

Other Equip-Small 07

 

 

258302

FERNANDO)
DELL COMPUTER (FOR

11/30/2006

15700-00

Computer Hardware

 

 

140091

L-House
Pipe & Fittings for Ebb/Flood Floor for

12/14/2006

15200-00

Ghse Systems-Primary 30

 



 

300057

System (Includ. pusher, pot forks, etc.
2 Custom Upgrade to Trailer Loader

12/15/2006

15400-00

Ghse Equip-Large 15

 

 

300058

mechanism
Buffer Conveyors, Trailer transport
Loading Robot System. (Inc. Robot,

12/15/2006

15400-00

Ghse Equip-Large 15

 

 

179070

(JLRC-C00412)
Albany Door System in Shipping Barn

12/22/2006

15300-00

Doors

 

 

179071

#179070)
Labor to Install Albany Door (Asset

12/22/2006

15300-00

Doors

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

 

300060

Soil Room)
90 YD SOIL MIXING SYSTEM (for

12/22/2006

15400-00

Ghse Equip-Large 15

 

 

300061

Soil Sys
Flier Soil System(to speed up f/ New
Cusom Motor Drive Unit Replac. for

12/22/2006

15400-00

Other Equip-Small 07

 

 

300062

Performance f/ Storage Barn, etc.
Lights - T8, 4' Compact Modular High

12/22/2006

15400-00

Ghse Equip-Large 15

 

 

300063

Materials (Omron Electronics)
Controllers for Irrigation System -

12/22/2006

15400-00

Ghse Equip-Large 15

 

 

350001

Faganland(Receiving Docks)
Rebar & mat'ls for

12/22/2006

15300-00

Other Buildings 30

 

 

350002

Docks(Faganland)
Building Permit for Barn/Reciving

12/22/2006

15300-00

Other Buildings 30

 

 

350003

Concrete Labor for Faganland

12/22/2006

15300-00

Concrete

 

 

350004

8" Wall Ties for Faganland

12/22/2006

15300-00

Other Buildings 30

 

 

350005

Hauling Gravel for Faganland

12/22/2006

15300-00

Other Buildings 30

 

 

350006

Hauling Gravel for Faganland

12/22/2006

15300-00

Other Buildings 30

 

 

350007

Docks/Barn)
Concrete for Faganland (Receiving

12/22/2006

15300-00

Concrete

 

 

350008

Concrete Labor for Faganland

12/22/2006

15300-00

Concrete

 

 

350009

Floor
Grinder with Operator for Faganland

12/22/2006

15300-00

Other Buildings 30

 

 

350010

Steel Buildings
Steel Building 100' X 475' - Castner

12/22/2006

15300-00

Other Buildings 30

 

 

350011

Steel Doors, 1 14 x 14 Door
10 - 9 x 9 Raynor Series ThermaSeal

12/22/2006

15300-00

Doors

 

 

300064

(Champion Container)
2 Little David Tape Machines

12/27/2006

15400-00

Ghse Equip-Large 15

 

 

300065

New House?
Hanger Brackets for Heating Units -

12/28/2006

15400-00

Ghse Equip-Large 15

 

 

300066

Controllers for Irrigation System - A&B

12/28/2006

15400-00

Ghse Equip-Large 15

 

 

285368

Roller - Boot for Exchange No. 33
BOBCAT T-300 w/ 80" Bucket, 72"

1/22/2007

15600-00

Small Equipment (10Y)

 

 

179072

# 179070)
Freight Bal Due on Albany Door(Asset

2/1/2007

15300-00

Doors

 



 

190139

Sys. - Gerdau Ameristeel
Rebar for Tank Pad for Alternate Heat

2/1/2007

15600-00

Other Buildings 30

 

 

190140

J Davis Concrete
Concrete Labor for Water Tank Pad -

2/1/2007

15600-00

Concrete

 

 

190141

Alternate Heat. Sys. - SD Concrete
Concrete Labor for Tank Pad f/

2/1/2007

15600-00

Concrete

 

 

190142

Roller - Tank Pad
Equipment Rental - Smooth Drum

2/1/2007

15600-00

Other Buildings 30

 

 

190143

Peat Gravel for Pipes & Tank Pad

2/1/2007

15600-00

Other Buildings 30

 

 

190144

Pad
Conveyor for Concrete for Water Tank

2/1/2007

15600-00

Concrete

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

190145

Gravel
Concrete for Water Tank Pad - Mertel

2/1/2007

15600-00

Concrete

 

 

190147

Choice)
Materials for Water Tank (Builder's

2/1/2007

15600-00

Other Buildings 30

 

 

190151

(Thermo Energy)
Hot Water Storage Tank (1,000,000)

2/1/2007

15600-00

Ghse Systems-Primary 30

 

 

190153

(Thermo Energy)
Tank Ring & Labor Expenses

2/1/2007

15600-00

Ghse Systems-Primary 30

 

 

190155

8"x12")
Black Pipe - ferro therm Di (10"x14" &

2/1/2007

15600-00

Ghse Systems-Primary 30

 

 

300069

Echo/Boom System
Materials for Control Panels for

2/1/2007

15400-00

Booms

 

 

350019

30,000lb., 72" wide incl Labor
Model EM Edge of Dock Levelers,

2/1/2007

15300-00

Heavy Equipment (15Y)

 

 

300070

Echo/Boom Sys
assembling Controllers for
Labor for Programming and

2/2/2007

15400-00

Booms

 

 

300072

remote software
Camera System - 16 chanel w/

2/15/2007

15400-00

Other Equip-Small 07

 

 

300073

Wireless Access for Control Panels

2/22/2007

15400-00

Other Equip-Small 07

 

 

140093

1-4(13.5 acres)
Pipe for Ebb & Flood System for L-Hs

2/23/2007

15200-00

Ghse Systems-Primary 30

 

 

350012

Docks (Coble)
Labor on Lunchroom Faganland

3/1/2007

15300-00

Other Buildings 30

 

 

350013

Faganland Docks(Grassers)
Sub-Plumbing for Bathrooms in

3/1/2007

15300-00

Other Buildings 30

 

 

140094

Flood System
Concrete Labor for L-Hs 3-4, Ebb &

3/2/2007

15200-00

Greenhouses 30

 

 

350014

Faganland Docks(north docks)
Electrical Power & Hookup in

3/2/2007

15300-00

Other Buildings 30

 

 

350015

Concrete for Faganland (North) Docks

3/2/2007

15300-00

Concrete

 

 

130191

Area (in E-Hs)
Power hookup to North 2 Production

3/8/2007

15200-00

Greenhouse & Systems

 

 

140095

System
Concrete Labor for L-Hs Ebb & Flood

3/8/2007

15200-00

Greenhouses 30

 



 

140096

System
Concrete Labor for L-Hs Ebb & Flood

3/8/2007

15200-00

Greenhouses 30

 

 

140098

Hs Floor
Rebar & Plastic (under concrete) f/ L-

3/8/2007

15200-00

Greenhouses 30

 

 

190172

800,000 gal. Tank
208 Volt Level Control Panel for

3/8/2007

15600-00

Ghse Systems-Primary 30

 

 

350017

(North) Docks
Lunchroom (Materials) in Faganland

3/8/2007

15300-00

Other Buildings 30

 

 

130192

Area ( E-Hs)
Power hook-up to North 2 Production

3/15/2007

15200-00

Greenhouse & Systems

 

 

227418

Spruce)
Trees ( 5 - Austrian Pine & 4 Colorado

3/15/2007

15010-00

Land Improvements

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300076

Irrigation System
Materials for Control Panels for

3/16/2007

15400-00

Other Equip-Small 07

 

 

130193

Production Area ( E-Hs)
Electrical Hookup to North 2

3/23/2007

15200-00

Greenhouse & Systems

 

 

130194

Production Area (E-Hs)
Materials for Elecrical to North 2

3/23/2007

15200-00

Greenhouse & Systems

 

 

140099

Concrete for L-Hs 3-4 (Mertel)

3/23/2007

15200-00

Concrete/Gravel

 

 

140100

House 3-4 (Elmore)
Labor for Up&Down Heating Syst. in L-

      3/23/2007

15200-00

Ghse Systems-Primary 30

 

 

300075

System
Materials for Controllers for Irrigation

3/23/2007

15400-00

Ghse Equip-Large 15

 

 

300077

House
Balder Brakes for New Booms for L-

3/23/2007

15400-00

Booms

 

 

350016

Electrical Labor for Faganland

3/23/2007

15300-00

Other Buildings 30

 

 

350020

Faganland Docks
Architect Design for Bathroom in

3/23/2007

15300-00

Other Buildings 30

 

 

300068

Echo/Boom System
Materials for Control Panels for

3/30/2007

15400-00

Booms

 

 

140097

System
Concrete Labor for L-Hs Ebb & Flood

4/6/2007

15200-00

Greenhouses 30

 

 

350018

etc. for Lunchroom in Faganland
Goodman ARPF30301A Air Handler,

4/6/2007

15300-00

HVAC

 

 

140101

Trencher
Equipment Rental - Case 460

4/12/2007

15200-00

Greenhouses 30

 

 

140102

Trowel - 46
Equipment Rental - Allen Riding

4/12/2007

15200-00

Greenhouses 30

 

 

300078

Engine
36"NOL Rider Trowel w/ Kawaaki

4/12/2007

15400-00

Other Equip-Small 07

 

 

190180

Process)
Piping & Fittings (VWE/Thermacor

4/13/2007

15600-00

Ghse Systems-Primary 30

 

 

140106

Concrete Forms for L-House

4/20/2007

15200-00

Concrete

 

 

300079

and Perforated Steps
15 Steel Platform Ladders w/ Handrail

4/26/2007

15400-00

Other Equip-Small 07

 

 

140103

Hs
CPVC Pipe for underconcrete Heat L-

5/4/2007

15200-00

Ghse Systems-Primary 30

 



 

140104

Fields
Materials for Power Supply to Mum

5/4/2007

15200-00

Ghse Systems-Primary 30

 

 

140105

Field Pump
PVC Pipe for Power Supply /Mum

5/4/2007

15200-00

Ghse Systems-Primary 30

 

 

227419

Rock) (Starline)
Parking Lot for New Docks (Gravel &

5/4/2007

15010-00

Driveway Repairs

 

 

300082

Genie Scissor Lift - Model GS1530

5/11/2007

15400-00

Lifts

 

 

300083

Genie Scissor Lift - Model GS1530

5/11/2007

15400-00

Lifts

 

 

300084

Genie Scissor Lift - Model GS1530

5/11/2007

15400-00

Lifts

 

 

227420

(Eureka)
Tree Movers Labor & Equipment

5/17/2007

15010-00

Land Improvements

 

 

300081

Kits) for Grnhs Cleanup
6 Poly (White) Wagons(Built from

5/17/2007

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

227421

& 8 Concolor Fir)
Trees (1 Red Pine, Colorado Spruce,

5/31/2007

15010-00

Land Improvements

 

 

190174

Installation
Insulate L-Hs Manifold - Materials &

6/21/2007

15600-00

Ghse Systems-Primary 30

 

 

190175

Cladding c/w labor to install
8", 10" Insulation and Aluminum

6/28/2007

15600-00

Ghse Systems-Primary 30

 

 

179073

Building Permit for New Shop

6/30/2007

15300-00

Other Buildings 30

 

 

190176

Alternative Heat Sys.
Priva Materials to accomodate

6/30/2007

15600-00

Ghse Systems-Primary 30

 

 

190186

Pipe & Supply
Mat'ls for Alt. Heat Sys. - Columbia

7/6/2007

15600-00

Ghse Systems-Primary 30

 

 

190187

Concrete for Alt. Heat. Sys - Mertel

7/6/2007

15600-00

Concrete

 

 

190188

Invoices)
Labor - Jack Davis Concrete (Multiple

7/6/2007

15600-00

Other Buildings 30

 

 

300085

2 Pressure Washers - 3000psi

7/6/2007

15400-00

Landscape/Utility/Farm Equipment

 

 

243307

Cannon Copier, Printer

7/13/2007

15700-00

Computer Hardware

 

 

350022

Restrooms, & Office
Tiling in Faganland Break Room,

7/13/2007

15300-00

Misc Bldg Impv 15

 

 

350021

Lunchroom in Faganland

7/19/2007

15300-00

Other Buildings 30

 

 

300086

40 HPPressure Pump for Greenhs

7/27/2007

15400-00

Pumps (5Y)

 

 

190194

Invoices)
Starline Construction (Multiple
Gravel underlay for Chip Storage-

8/9/2007

15600-00

Other Buildings 30

 

 

300087

Caterpillar 745/800 KW Generator Set

8/27/2007

15400-00

Generator

 

 

350023

Shipping Office
Water Line to Faganland from

9/14/2007

15300-00

Other Buildings 30

 

 

110133

Materials forHeating Syst. in D 1-8

9/20/2007

15200-00

Greenhouse & Systems

 

 

110134

Heating System
Mat'ls for Heat Pipes under Tables &

10/4/2007

15200-00

Greenhouse & Systems

 

 

285377

MODEL
EXMARK MOWER - LXS35BV725

10/4/2007

15600-00

Small Equipment (10Y)

 

 

300089

PRIVA Panels (Quote P-27498)

10/4/2007

15400-00

Ghse Equip-Large 15

 

 

300091

System)
Echo System (Used Cherry Creek

10/31/2007

15400-00

Ghse Systems-Secnd 15

 

 

300092

Field Cart Hauler (Used)

10/31/2007

15400-00

Forklift/Tugger/Scissorlift (10Y)

 



 

300090

Analyzer (incl Install)
AutoFlame System w/ Exhaust Gas

11/21/2007

15400-00

Ghse Equip-Large 15

 

 

110135

System
Pump House for D 1-8 Heating

11/26/2007

15200-00

Ghse Systems-Secnd 15

 

 

300093

Assy, Controller, etc.
30" EZ Beam Ship D/C Motor D/W

11/28/2007

15400-00

Other Equip-Small 07

 

 

300094

(Used)
Scissor Lift - Model JLG2646E2

11/30/2007

15400-00

Lifts

 

 

300095

(Used)
Scissor Lift - Model JLG2646E2

11/30/2007

15400-00

Lifts

 

 

300096

(Used)
Scissor Lift - Model 2000 JLG2032E2

11/30/2007

15400-00

Lifts

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300097

(Used)
Scissor Lift - Model 2000 JLG2032E2

11/30/2007

15400-00

Lifts

 

 

300100

Western Salt Spreader

11/30/2007

15400-00

Other Equip-Small 07

 

 

258316

Houses - Memory Cards for Screens
Wireless Access Points for A&B

12/3/2007

15700-00

Computer Hardware

 

 

300101

Steel Doors
Raynor Series ThermaSeal Finish

12/6/2007

15400-00

Doors

 

 

258315

(Hector)
Google SketchUp Pro 6, 3-D Software

12/10/2007

15700-00

Computer Software & Hardware (5 Years)

 

 

110136

Rapid Roll Door Between D2/E2

12/13/2007

15200-00

Doors

 

 

285376

golf carts
Additional Seats, racks, etc. for 11

12/17/2007

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

300103

capacity
Bluff Steel Yardramp, 20,000 lb

12/19/2007

15400-00

Ghse Equip-Large 15

 

 

300104

Heat Faciltiy Boiler Room
Lights for Chiphouse & Alternative

12/19/2007

15400-00

Heavy Equipment (15 Years)

 

 

140133

between L-Hs & E-Hs
Ties, etc. for Concrete Corridor

12/20/2007

15200-00

Concrete

 

 

190135

Application
Coal Boiler Heating System - EPA

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190136

Energy)
2 - Alternate Source Boilers (Thermo-

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190137

FESOP
Development, Wood Boiler Devel.,
Permit Application, Coal Boiler

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190138

Geotechnical Report
Subsurface Investigation &

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190146

(VWE/Thermacor)
Piping & Fittings for Alt. Heat Facility

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190148

& Remodel of Existing Bulk Buildg)
Wood Chip Storage Building (Addition

12/20/2007

15600-00

Other Buildings 30

 

 

190149

Storage Building
Rebar, Ties, etc. for Wood Chip

12/20/2007

15600-00

Other Buildings 30

 

 

190150

Storage Building
Concrete for Footings for Wood Chip

12/20/2007

15600-00

Concrete

 



 

190152

Energy Sys.)
Hot Water Heating System (Thermo

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190154

incl Conveyor f/2 Vynkce Boilers
Walking Floor, Fuel System, Ladders

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190160

System - Engineering
Developement of Wood/Coal Heating

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190161

Rebar for Alternate Heat. Facility

12/20/2007

15600-00

Other Buildings 30

 

 

190162

Concrete Labor (Davis)

12/20/2007

15600-00

Concrete

 

 

190163

Fac/Wood Chip Bldg.
Earth Moving for Alternate Heating

12/20/2007

15600-00

Other Buildings 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

190164

(Jan-June, 2007)
Concrete for Chip Hs/Alt. Heat. Fac.

12/20/2007

15600-00

Concrete

 

 

190165

Power for Alt. Heat. Facility

12/20/2007

15600-00

Other Buildings 30

 

 

190167

Bldg.
Concrete Conveyor for Woodchip

12/20/2007

15600-00

Concrete

 

 

190168

Lifts
Equipment Rental - Skyjack Scissor

12/20/2007

15600-00

Greenhouse & Systems (30 Years)

 

 

190169

Sys.
Materials for Incinerators/Alt. Heat

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190170

Sys
8,312 ft. 2X2 sq. Gator for Alt. Heat

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190171

to new tank location
Mat'ls to Connect Water Storage Tank

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190173

Alternative System
Conversion of Existing Heating Sys to

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190181

Bldg/Woodchip Bldg
Concrete Cutting Service for Alt Heat

12/20/2007

15600-00

Concrete

 

 

190182

Materials for Chiphouse (Maze)

12/20/2007

15600-00

Other Buildings 30

 

 

190183

Heat/Chiphouse Bldg
Concrete Labor for Alt

12/20/2007

15600-00

Concrete

 

 

190184

Heat/Chiphouse Bldg.
Electrical Labor for Alt.

12/20/2007

15600-00

Other Buildings 30

 

 

190185

Fee
IL EPA - Air Pollution Control Permit

12/20/2007

15600-00

License/Fees/Admin

 

 

190189

Davis)
Labor - S.D. Concrete (Spencer

12/20/2007

15600-00

Concrete

 

 

190190

Conveyor for Concrete Pouring

12/20/2007

15600-00

Concrete

 

 

190191

Trenches in Wood Boiler Room
Bar Grating Mat'l & Labor to cover

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190192

Engineering
Alternative Heating System - Thermal

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190193

(Vyncke)
Shipping Cost of Biomass Incinerators

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190195

Fired Boilers
Construction Permit Fee for Wood-

12/20/2007

15600-00

Ghse Systems-Primary 30

 



 

190196

& Block B
Hot Water Heating System in Block d

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190197

Grant Program Application - Retainer

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190198

Boiler Installation
Rental of Crane & Rollerskates for

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190199

Heating System
Electrical Materials for Alternative

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190200

Storage
Concrete Labor for Wood Chip

12/20/2007

15600-00

Concrete

 

 

190201

Materials for Chip House Construction

12/20/2007

15600-00

Other Buildings 30

 

 

190202

mono-rail tube
Upgrade L-1&2 Hs Heating Syst.

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

190203

Concrete for Wood Chip Storage

12/20/2007

15600-00

Concrete

 

 

190204

Elmore Electric
Electrical Labor for Boiler Room -

12/20/2007

15600-00

Ghse Systems-Primary 30

 

 

190205

for Chip House
Rapid Roll/Recoil Doors (incl. Install.)

12/20/2007

15600-00

Doors

 

 

190206

Siding on Boiler Building - Castner

12/20/2007

15600-00

Other Buildings 30

 

 

227422

Asphalt Company)
Mumfield - Asphalted (Advanced

12/20/2007

15010-00

Ghse Systems-Secnd 15

 

 

300106

Polypipe, drippers, fittings
Greenhouse Irrigation Mat'ls -

12/20/2007

15400-00

Other Equip-Small 07

 

 

300107

36 - 30" Echo Basket Systems

12/20/2007

15400-00

Ghse Systems-Secnd 15

 

 

300108

Loading Conveyors & Pot Dispenser
Orchid Planter for 5" Pots, w/ Pot

12/21/2007

15400-00

Ghse Equip-Large 15

 

 

300109

PVC for Irrigation System in A & B Hs

12/21/2007

15400-00

Other Equip-Small 07

 

 

300110

3000 PSI, Hot Pressure Washer

12/21/2007

15400-00

Landscape/Utility/Farm Equipment

 

 

300111

Belden Cable for New Priva

12/21/2007

15400-00

Other Equip-Small 07

 

 

300112

System f/ L1&2
25 Enclosures for Irrigation Boom

12/21/2007

15400-00

Booms

 

 

227423

Service
Electrical Service Extension - Second

12/27/2007

15010-00

Ghse Systems-Secnd 15

 

 

140111

L-House 1-2 Construction (Prins)

12/28/2007

15200-00

Greenhouses 30

 

 

140112

Roll Up Walls for L-Hs 1-2

12/28/2007

15200-00

Greenhouses 30

 

 

140113

Roof Curtains - Blackout for L-Hs 1-2

12/28/2007

15200-00

Ghse- Energy Curtains

 

 

140114

Labor for Construction of L-Hs 1-2

12/28/2007

15200-00

Greenhouses 30

 

 

140115

in L 1-2 (Multilple Invoices)
PVC, pipe, Hose, etc. for Ebb & Flood

12/28/2007

15200-00

Ghse Systems-Primary 30

 

 

140116

PVC for L 1-2 Ebb & Flood System

12/28/2007

15200-00

Ghse Systems-Primary 30

 

 

140117

Multiple Inv.)
Concrete Labor (Jack Davis Concrete -

     12/28/2007

15200-00

Concrete/Gravel

 

 

140118

Rebar, Poly for Concrete in L-Hs 1-2

12/28/2007

15200-00

Greenhouses 30

 

 

140119

Invoices)
Concrete - for L-Hs 1-2 (Multiple

12/28/2007

15200-00

Concrete/Gravel

 

 

140120

Concrete Labor - L-Hs 1-2

12/28/2007

15200-00

Greenhouses 30

 

 

140121

Concrete Labor (Multiple Invoices)

12/28/2007

15200-00

Concrete/Gravel

 



 

140122

Concrete Labor (Multiple Invoices)

12/28/2007

15200-00

Concrete/Gravel

 

 

140123

Invoices)
Concrete Labor (Keith Miller)(Multiple

12/28/2007

15200-00

Concrete/Gravel

 

 

140124

Rental of Allen 36" Riding Trowel

12/28/2007

15200-00

Greenhouses 30

 

 

140125

Gravel for L 1-2 (Advanced Asphalt)

12/28/2007

15200-00

Greenhouses 30

 

 

140126

Gravel for L 1-2 (Starline)

12/28/2007

15200-00

Greenhouses 30

 

 

140127

(Multiple Inv.)
Conveyor for Concrete (WCFC)

12/28/2007

15200-00

Greenhouses 30

 

 

140128

Concrete (Ossola) L-Hs 1-2

12/28/2007

15200-00

Concrete/Gravel

 

 

140129

Concrete Work L-Hs 1-2
Rental of Walksaw Slab Saver - for

12/28/2007

15200-00

Greenhouses 30

 

 

140130

of L-Hs 1-2
Rental of Scissor Lifts for construction

12/28/2007

15200-00

Greenhouses 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

140131

Materials for L-Hs 1-2 Construction

12/28/2007

15200-00

Greenhouses 30

 

 

140132

E-Hs.
Concrete for Corridor between L-Hs &

12/28/2007

15200-00

Concrete/Gravel

 

 

140134

L-Hs & E-Hs
Concrete Labor for Corridor between

12/28/2007

15200-00

Greenhouses 30

 

 

140135

E-Hs & L-Hs to Mumfield
Concrete Labor for Corridors, L-Hs to

12/28/2007

15200-00

Greenhouses 30

 

 

140136

Hs
Concrete Labor for Corridor L-Hs to E-

12/28/2007

15200-00

Greenhouses 30

 

 

140137

Hs
Concrete Labor for Corridor L-Hs to E-

12/28/2007

15200-00

Greenhouses 30

 

 

300114

Heaters
20 Modine Steam/Hot Water Unit

12/28/2007

15400-00

Ghse Equip-Large 15

 

 

300115

System of Echos - A1-4 &B1-4
Materials f/ Automation of Irrigation

12/28/2007

15400-00

Ghse Systems-Secnd 15

 

 

300116

Irrigation System

12/28/2007

15400-00

Other Equip-Small 07

 

 

140110

Construction
Building Permit for L-House 1-2

12/31/2007

15200-00

Greenhouses 30

 

 

300117

B 5 - 8
Controllers for Irrigation System in A &

12/31/2007

15400-00

Ghse Equip-Large 15

 

 

300118

Boards, etc.
Priva Materials - I/O Cards, PC

12/31/2007

15400-00

Other Equip-Small 07

 

 

300119

Gal. Receiver
Air Compressor - Rotary Screw, 80

12/31/2007

15400-00

Other Equip-Small 07

 

 

300120

8
Materials f/ Irrigation System - A & B 5-

     12/31/2007

15400-00

Other Equip-Small 07

 

 

300121

Mat'l f/ Irrigation System A & B 5-8

12/31/2007

15400-00

Ghse Equip-Large 15

 

 

300123

8
Panels f/ Irrigation System in A & B 5-

12/31/2007

15400-00

Other Equip-Small 07

 

 

140140

thru June
Concrete Labor - Brian Davis - Jan

1/17/2008

15200-00

Concrete/Gravel

 

 

140141

thru June
Concrete Labor - Jack Davis - Jan

1/17/2008

15200-00

Concrete/Gravel

 

 

140156

Contract)
Divider Wall 907' for L1-2 (Prins

1/17/2008

15200-00

Greenhouses 30

 



 

140157

Additional Cost of Corridors (Prins)

1/17/2008

15200-00

Greenhouses 30

 

 

350025

Davis Construction
Concrete Labor - Brian Davis, dba

1/17/2008

15300-00

Concrete

 

 

190223

incl Conveyor f/2 Vynkce Boilers
Walking Floor, Fuel System, Ladders

1/18/2008

15600-00

Ghse Systems-Primary 30

 

 

350026

Concrete Labor - Spencer Davis

1/18/2008

15300-00

Concrete

 

 

350027

Concrete Labor - Jack Davis Concrete

1/18/2008

15300-00

Concrete

 

 

140147

Corridor L to E-Hs
Haul Gravel & Equip. Rental for L1-2

1/31/2008

15200-00

Greenhouses 30

 

 

140149

work(Storm Shelter)
Rebar & Twist Ties, etc. for Concrete

1/31/2008

15200-00

Greenhouses 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

190222

Wood Boilers
Priva Integro Extension to Control

1/31/2008

15600-00

Ghse Systems-Primary 30

 

 

350029

Mat'ls for Faganland, Keeno Office

1/31/2008

15300-00

Other Buildings 30

 

 

350037

Docks
Beams for Office in Faganland - North

1/31/2008

15300-00

Other Buildings 30

 

 

140158

(Prins)
Labor for Construction L-Hs 3-4

2/1/2008

15200-00

Greenhouses 30

 

 

190219

Energy Audit - On Site

2/15/2008

15600-00

License/Fees/Admin

 

 

140146

Storm Shelter)
Concrete Conveyor - (for Greenhs &

2/21/2008

15200-00

Concrete/Gravel

 

 

258319

sua1500rm2u)
Smart UPS 1500VA (mdl:

2/21/2008

15700-00

Computer Hardware

 

 

140150

work for L1-2
Skyjack Scissor Lift Rental for Glass

2/22/2008

15200-00

Greenhouses 30

 

 

190209

Htg Fac.
Electrical Materials for Electrical in Alt.

2/22/2008

15600-00

Ghse Systems-Primary 30

 

 

190210

Alt. Heating
PVC & Mat'ls for Water Lines, etc. in

2/22/2008

15600-00

Ghse Systems-Primary 30

 

 

190217

Project
Boom Lift Rental for Wood Chip Boiler

2/22/2008

15600-00

Ghse Systems-Primary 30

 

 

300125

Irrigation Sys. B5-8 & A5-8
Special Hinged Enclosure f/ New

2/22/2008

15400-00

Other Equip-Small 07

 

 

190208

Room - Elmore Elec.
Electrical Labor for Alt. Ht. Boiler

2/28/2008

15600-00

Ghse Systems-Primary 30

 

 

190211

Materials for Alt. Heating System

2/28/2008

15600-00

Ghse Systems-Primary 30

 

 

140148

& Supply)
PVC, etc. for L-Hs 1-2 (Columbia Pipe

2/29/2008

15200-00

Ghse Systems-Primary 30

 

 

140142

Concrete Labor - Keith Miller

3/6/2008

15200-00

Concrete/Gravel

 

 

300126

2
36 ECHOS for Echo System in L-Hs 1-

      3/12/2008

15400-00

Ghse Systems-Secnd 15

 

 

300127

Echos
WB Center Feed System for L-Hs 1-2

3/12/2008

15400-00

Ghse Systems-Secnd 15

 

 

300128

1-2
Walk Through Boom System for L-Hs

3/12/2008

15400-00

Booms

 

 

140151

Rental of Forklifts for L-Hs 1-2

3/13/2008

15200-00

Greenhouses 30

 

 

140155

Mat'ls for L-Hs 1-2 (Fastenal)

3/14/2008

15200-00

Greenhouses 30

 



 

190212

Room
Carpentry Work on Alt. Htg. Boiler

3/14/2008

15600-00

Misc Bldg Impv 15

 

 

190214

Room
Concrete Labor in Wood Chip Boiler

3/14/2008

15600-00

Concrete

 

 

190215

Room
Concrete Labor for Wood Chip Boiler

3/14/2008

15600-00

Concrete

 

 

190216

Room
Beams for Wood Chip Boiler Control

3/20/2008

15600-00

Misc Bldg Impv 15

 

 

258327

Backups for Servers in Shipping
2 - SMART UPS 1500VA - Battery

3/20/2008

15700-00

Computer Hardware

 

 

258328

Shipping Office
Enclosures for new servers in

3/20/2008

15700-00

Office Equipment

 

 

140144

Concrete Labor - Spencer Davis

3/28/2008

15200-00

Greenhouses 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

140143

Concrete Labor - Brian A. Miller

4/4/2008

15200-00

Concrete/Gravel

 

 

227424

Contracting)
Guardrail for Road out back (Northern

4/4/2008

15010-00

Land Improvements

 

 

300129

4 Hs.
Controllers for Irrigation Sys. A & B 3-

4/4/2008

15400-00

Other Equip-Small 07

 

 

140152

Glazzing of Glass in L-Hs 1-2

4/17/2008

15200-00

Greenhouses 30

 

 

190213

Boilers
Emissions Testing on Wood Chip

4/17/2008

15600-00

License/Fees/Admin

 

 

350031

Vinyl Tile in Keeno Shipping Office

4/17/2008

15300-00

Misc Bldg Impv 15

 

 

350028

Faganland
Lunch Rm, Bathrooms, Offices in

4/18/2008

15300-00

Other Buildings 30

 

 

140153

Shelter
Precast Roof Erection for Storm

4/24/2008

15200-00

Building Improvements

 

 

140154

Electical)
Electrical Hookups L-Hs 1-2 (Elmore

4/24/2008

15200-00

Ghse Systems-Primary 30

 

 

140161

Gutter and Spacers for L-Hs (Dbl R)

4/24/2008

15200-00

Greenhouses 30

 

 

190221

Boilers & Air Emmissions Reporting
Engineering - Production Facility

4/24/2008

15600-00

License/Fees/Admin

 

 

140145

& Pathway)
Concrete (Incl. Grnhs, Storm Shelter

4/25/2008

15200-00

Concrete/Gravel

 

 

190224

3 Sets Steps in Wood Room

4/25/2008

15600-00

Other Equip-Small 07

 

 

190225

Safety Railings in Wood Room

4/25/2008

15600-00

Misc Bldg Impv 15

 

 

190226

Ringling Pump in Wood Boiler Room

4/25/2008

15600-00

Pumps (5Y)

 

 

190227

Add Heating in Wood Boiler Room

4/25/2008

15600-00

Misc Bldg Impv 15

 

 

190228

and D Hs
Expansion Tank Platforms for B Hs

4/25/2008

15600-00

Ghse Systems-Primary 30

 

 

190229

2 Rotary Air Lock Valves on FLS bins

4/25/2008

15600-00

Ghse Systems-Primary 30

 

 

190230

Wood Conveyor for Wood Screener

4/25/2008

15600-00

Ghse Systems-Primary 30

 

 

190231

& D 1-8
Priva Interface Panels in Block B 1-12

4/25/2008

15600-00

Ghse Systems-Primary 30

 

 

190232

pump
Control for East Boiler Hs Ringline
Priva Additional Transport Line

4/25/2008

15600-00

Ghse Systems-Primary 30

 

 

190233

Conveyors
Unloading Pit,Screener, Floor
Vyncke Interface Control Panel for

4/25/2008

15600-00

Ghse Systems-Primary 30

 



 

190234

Vyncke Boiler Wiring
Honey Electric Electrician -Assist

4/25/2008

15600-00

Ghse Systems-Primary 30

 

 

190235

Additional B-House Heating

4/25/2008

15600-00

Greenhouse & Systems

 

 

190218

Conservation Measure
Analyze a Specific Energy

5/1/2008

15600-00

Greenhouses & Systems

 

 

350030

Invoices)
Concrete - Mertel Gravel (Multiple

5/2/2008

15300-00

Concrete

 

 

140159

Cable Tray
10" Hangers for Gutter Downspouts &

5/22/2008

15200-00

Greenhouses 30

 

 

350033

Docks
Bathroom Toilet Partitions for North

5/22/2008

15300-00

Other Buildings 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

140163

(Springfield Elec.)
Electrical Materials for L-Hs 1-2

5/23/2008

15200-00

Greenhouses 30

 

 

300130

House
Controllers for New Irrig. Sys. in L-

5/23/2008

15400-00

Other Equip-Small 07

 

 

300131

6 Radios - F2104 DTC w/BP210

5/29/2008

15400-00

Other Equip-Small 07

 

 

227425

Dock Area & Corridor
Gravel & Equipment Rental for North

6/5/2008

15010-00

Greenhouse & Systems (30 Years)

 

 

227426

Bathrooms/Lunchroom
Septic System for North Shipping

6/5/2008

15010-00

Building Improvements

 

 

350035

Mat'ls for North Docks Lunchroom

6/5/2008

15300-00

Other Buildings 30

 

 

190239

30,000 Gallon Hamler Storage Tank

6/6/2008

15600-00

Small Equipment (10Y)

 

 

190240

30,000 Gallon Hamler Storage Tank

6/6/2008

15600-00

Small Equipment (10Y)

 

 

190241

Grant Program Application - Bal. Paid

6/19/2008

15600-00

License/Fees/Admin

 

 

350034

North Docks
Fixtures & hookup for Bathrooms in

6/19/2008

15300-00

Other Buildings 30

 

 

190236

Lodging etc. Vyncke Personel (Jason)

6/20/2008

15600-00

Ghse Systems-Primary 30

 

 

190237

Hose for Boom Rail Carrier for L1-2

6/20/2008

15600-00

Greenhouse & Systems

 

 

190238

Boiler Rms
Boiler Room, L Range, East, West
Controls for Priva Sys. for Wood

6/20/2008

15600-00

Greenhouse & Systems

 

 

140162

Glass Roof
Tools for and Laying of Rubber on

6/27/2008

15200-00

Greenhouses 30

 

 

350036

Docks
Downspouts for Faganland Loading

6/27/2008

15300-00

Other Buildings 30

 

 

258332

HP LJ P4015N Printer for Cart Tags

6/30/2008

15700-00

Computer Hardware

 

 

258335

Wireless Access Point
D-Link DWL-2100AP 802.11G

6/30/2008

15700-00

Computer Hardware

 

 

300132

90WA0
For Irrigation System - Prosonic Flow

6/30/2008

15400-00

Other Equip-Small 07

 

 

190242

Service to Boilers
Electrical Materials to Hookup New

7/3/2008

15600-00

Ghse Systems-Primary 30

 

 

140165

Rubber Greenhouse Roofing

7/11/2008

15200-00

Ghse Structural Improvement

 

 

300138

Columbia Pipe
Pipe for Irrigation System - L3 & L4

7/11/2008

15400-00

Other Equip-Small 07

 

 

179078

Ribar,Ties, etc. f/ New Shop

7/17/2008

15300-00

Other Buildings 30

 



 

258336

Memory & 2 HP Monitors
HP DC5750 Computer w/ 1GB

7/17/2008

15700-00

Computer Hardware

 

 

258337

Memory & 2 HP Monitors
HP DC5750 Computer w/ 1GB

7/17/2008

15700-00

Computer Hardware

 

 

258338

Memory & 2 HP Monitors
HP DC5750 Computer w/ 1GB

7/17/2008

15700-00

Computer Hardware

 

 

258339

Memory & 2 HP Monitors
HP DC5750 Computer w/ 1GB

7/17/2008

15700-00

Computer Hardware

 

 

300137

Touchscreens & Encoders
Irrigation System Mat'ls -

7/25/2008

15400-00

Other Equip-Small 07

 

 

179079

Concrete Labor for New Shop

8/1/2008

15300-00

Other Buildings 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

179080

South Side of W/H #2)
Concrete Labor for New Shop (on

8/1/2008

15300-00

Concrete

 

 

350032

Faganland
Lights for Elevated Shipping Office in

8/2/2008

15300-00

Other Buildings 30

 

 

179081

Concrete Labor for New Shop

8/7/2008

15300-00

Concrete

 

 

179082

Concrete Labor for New Shop

8/7/2008

15300-00

Concrete

 

 

190244

Tanks
Pull & Set Stacks for Boilers and

8/7/2008

15600-00

Ghse Systems-Primary 30

 

 

190245

Hookup for Thermo E.
Scissor Lift Rental for Boiler Pipes

8/8/2008

15600-00

Greenhouse & Systems (30 Years)

 

 

300134

Adjustable Frame
Over Ground EZ Cut Trimmer w/

8/8/2008

15400-00

Growing

 

 

190220

burning Wood Chips
2 Filters for Bio-Mass System for

8/14/2008

15600-00

Ghse Systems-Primary 30

 

 

190246

Electrical Work on Boiler System

8/14/2008

15600-00

Ghse Systems-Primary 30

 

 

300135

Steel Media Filters
Ultra Cool System w/ 2 Stainless

8/15/2008

15400-00

Ghse Equip-Large 15

 

 

190248

Materials & Changes
ED Ringline & A-O Range -Boiler

8/18/2008

15600-00

Ghse Systems-Primary 30

 

 

190247

Circuit Breakers & Load Centre
Addit. to Boiler Panels - 480 Volt

8/21/2008

15600-00

Ghse Systems-Primary 30

 

 

179083

Concrete for New Shop

8/22/2008

15300-00

Concrete

 

 

179084

Shop
PVC Pipe, Galv. Pipe, etc. for New

8/22/2008

15300-00

Other Buildings 30

 

 

300139

Detroit 400 KW Generator - New

8/22/2008

15400-00

Generator

 

 

179085

Pipe, etc. for New Shop

8/29/2008

15300-00

Other Buildings 30

 

 

190250

Wall in South East Boiler Room

9/5/2008

15600-00

Misc Bldg Impv 15

 

 

41346

A14 (XLS-17)
Shading Parts & Installation A13 &

9/5/2008

15200-00

Ghse- Energy Curtains

 

 

300141

Boiler Room, etc.
Upgrades for Power System for East

9/11/2008

15400-00

Heavy Equipment (15 Years)

 

 

350038

- North Docks
Moduar Dock Bridge (Incl. Installation)

9/11/2008

15300-00

Small Equipment (10Y)

 

 

350039

Docks
Concrete Labor for North Loading

9/11/2008

15300-00

Concrete

 

 

190251

Pipe Fittings for E Hs & D Hs Hookup

9/12/2008

15600-00

Ghse Systems-Primary 30

 



 

350040

Docks
Concrete Labor for North Loading

9/12/2008

15300-00

Concrete

 

 

179086

Gravel, etc. for New Shop

9/18/2008

15300-00

Other Buildings 30

 

 

227427

Side of Greenhouse
Moving Dirt for Trailer Parking on East

9/18/2008

15010-00

Land Improvements 30

 

 

285385

Rider Sweeper - MOdel MS30

9/18/2008

15600-00

Small Equipment (10Y)

 

 

350041

Docks
Concrete Labor for North Loading

9/19/2008

15300-00

Concrete

 

 

190252

Controls
Computer Cable for Boiler Room

9/25/2008

15600-00

Ghse Systems-Secnd 15

 

 

140166

Additional sq ft.
Curtain Installation & Supplies -

9/29/2008

15200-00

Ghse- Energy Curtains

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

140167

Corridor Installation - 13,087 sq. ft x 3

9/29/2008

15200-00

Building Improvements

 

 

227428

Chips & Around H2O Tank
Concrete Labor - Road to Wood

10/2/2008

15010-00

Concrete

 

 

140164

House L1,L2
Wire, Conduit Tubing, etc. for L-

10/3/2008

15200-00

Ghse Systems-Primary 30

 

 

227429

Wood Chips, Around Water Tank,
Concrete Labor - Access Road to

10/3/2008

15010-00

Concrete

 

 

227430

Wood Chips, Around H2O Tank,
Concrete Labor - Access Road to

10/3/2008

15010-00

Concrete

 

 

300136

Room, Inside Boiler
For New Power Systems, East Boiler

10/3/2008

15400-00

Heavy Equipment (15 Years)

 

 

300142

Rooms
Lights for Shop, Seeding & Boiler

10/9/2008

15400-00

Heavy Equipment (15 Years)

 

 

350042

Area
Concrete for North Loading Dock

10/10/2008

15300-00

Concrete

 

 

190253

Boiler to L1-2
Cable to Connect Priva From Wood

10/17/2008

15600-00

Ghse Systems-Secnd 15

 

 

300143

Systems Canada, Inc.)
Grow Lights for Delta 9-12 (P.L. Light

10/29/2008

15400-00

Ghse Equip-Large 15

 

 

227431

Chips, North Docks Area,
Concrete for Access Road to Wood

10/31/2008

15010-00

Concrete

 

 

190255

Rake
Central Ash Discharge Conveyor c/w

11/3/2008

15600-00

Ghse Systems-Primary 30

 

 

190256

Hardware
Plug Valves c/w Flanges, Gaskest, &

11/3/2008

15600-00

Ghse Systems-Primary 30

 

 

190257

Exhanger
Holding Tank & Irrigation Heat
Tank Stand to Support Fog System

11/3/2008

15600-00

Ghse Systems-Secnd 15

 

 

190258

#1 and Boiler #2
Mat's for Connection of ESP to Boiler

11/3/2008

15600-00

Ghse Systems-Secnd 15

 

 

190254

Installation
Orchid Cooling System - Incl.

11/4/2008

15600-00

Ghse Systems-Primary 30

 

 

300144

(Elmore)
Electrical Hookup in Orchid House

11/6/2008

15400-00

Other Equip-Small 07

 

 

300148

Electrical Interfacing
PRIVA Integro Control System and

11/7/2008

15400-00

Ghse Equip-Large 15

 



 

300149

Cooling and Heating
PRIVA Air Treatment Units for

11/7/2008

15400-00

Ghse Equip-Large 15

 

 

285387

TOYOTA Electric Forklift - 48 Volt

11/13/2008

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

350043

Installation) for North Docks
12 Modular Dock Bridges (Incl

11/13/2008

15300-00

Heavy Equipment (15Y)

 

 

227432

Rebar for North Dock Area

11/20/2008

15010-00

Building Improvements

 

 

300146

Concrete Labor for Cooling Towers

11/20/2008

15400-00

Concrete

 

 

300145

L2/L3 Door, A10/A11 Door
3 UltraLite Doors - Corridor Door,

11/21/2008

15400-00

Doors

 

 

300147

Tower & E.TransformerPad
Concrete Labor f/ Walls in Cooling

11/21/2008

15400-00

Concrete

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300133

House
Cooling Tower & Chiller for Orchid

11/24/2008

15400-00

Ghse Equip-Large 15

 

 

41345

A14 (XLS-18-F)
Shading Parts & Installation A13 &

11/24/2008

15200-00

Ghse- Energy Curtains

 

 

300150

Krohne Flow Meter for New Injector

11/25/2008

15400-00

Other Equip-Small 07

 

 

190262

Installed)
6 Louvers in Boiler Building (Furnish &

11/26/2008

15600-00

Greenhouse & Systems

 

 

300151

W/Alarm
Custom Chlorine Sanitation System

11/26/2008

15400-00

Ghse Equip-Large 15

 

 

140160

Shading for L-House - Prins

11/28/2008

15200-00

Ghse- Energy Curtains

 

 

190259

Insulation & Jacketing

11/28/2008

15600-00

Greenhouse & Systems

 

 

41344

(127,312 sq. ft.)
Outdoor Shade A9, A10, A11, A12

11/28/2008

15200-00

Ghse- Energy Curtains

 

 

300152

White Steel Door
3 - 9' X 9' Raynor Series ThermaSeal

12/4/2008

15400-00

Doors

 

 

300153

Orchid Range, Various
Electrical Hook-ups for Grow Lights,

12/4/2008

15400-00

Ghse Equip-Large 15

 

 

300154

3 Phase
Greenhouse Fan, Eco Fan, 220 Volt,

12/5/2008

15400-00

Other Equip-Small 07

 

 

179075

(Castner)
New Shop Building 100' by 90'

12/11/2008

15300-00

Other Buildings 30

 

 

179076

(MAT)
Freight to Pick up New Shop Building

12/11/2008

15300-00

Other Buildings 30

 

 

179077

Building
Trailer Rental to pick up New Shop

12/11/2008

15300-00

Greenhouse & Systems (30 Years)

 

 

190260

Cranes for ESP (Cattani)

12/11/2008

15600-00

Ghse Systems-Primary 30

 

 

300155

Transformer Pad
Concrete for Cooling Towers &

12/12/2008

15400-00

Concrete

 

 

179087

Bar Grating for New Shop

12/18/2008

15300-00

Other Buildings 30

 

 

190261

Fly Ash Removal
U-Trough Auger Assemblies f/ ESP

12/18/2008

15600-00

Greenhouse & Systems

 

 

300156

Benches
Rollable Plant and Cultivation

12/18/2008

15400-00

Ghse Equip-Large 15

 

 

300140

Greehouse
Grow Lights in Multilple Areas of the

12/19/2008

15400-00

Ghse Equip-Large 15

 



 

300157

HSB290S-05
2 Modine Hot Water/Steam Unit

12/19/2008

15400-00

Other Equip-Small 07

 

 

227433

Earth Moving in Corridor for L-House

12/26/2008

15010-00

Land Improvements

 

 

300158

Car/Semi-Tractor Lift - for New Shop

12/30/2008

15400-00

Lifts

 

 

350044

Docks (Incl Installation
13 Kelley Bottom Pads for North

12/30/2008

15300-00

Small Equipment (10Y)

 

 

350045

for North Docks (Incl Install)
13 Dock Seals - Serco Model S600 -

12/30/2008

15300-00

Heavy Equipment (15Y)

 

 

258342

Zebra Thermal Printer for UPC Labels

12/31/2008

15700-00

Computer Hardware

 

 

300159

L2
Installation of Boom Carriers in L1 &

12/31/2008

15400-00

Booms

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

300161

15' 5" h
2 - Roll-Up Doors - UltraTough 18'w X

12/31/2008

15400-00

Doors

 

 

190264

# 190239
Final pay on 30,000 Gal. Tank - Asset

1/12/2009

15600-00

Small Equipment (10Y)

 

 

190265

# 190240
Final pay on 30,000 Gal. Tank - Asset

1/12/2009

15600-00

Greenhouse & Systems

 

 

300162

in Faganl
Chiller, L-Hs Echos, Heaters & Fans
Electrical Hookups for Gro Lights,

1/15/2009

15400-00

Ghse Systems-Secnd 15

 

 

300165

Upgrade of 4 Pot/Flat Robots

1/22/2009

15400-00

Other Equip-Small 07

 

 

190263

Boiler Sys.
Gear Box Drives for ESP's for Wood

1/29/2009

15600-00

Greenhouse & Systems

 

 

300166

Steel Door- Installed
16X16 Raynor Series ThermaSeal

1/29/2009

15400-00

Doors

 

 

300167

Finis Steel Door - Installed
16x15-8 Raynor Series ThermaSeal

1/29/2009

15400-00

Doors

 

 

190266

Boilers
Electrical Hookup for ESP for Wood

2/6/2009

15600-00

Greenhouse & Systems

 

 

179088

Labor for work in Maintanence Shop

2/20/2009

15300-00

Misc Bldg Impv 15

 

 

190268

Chip Boiler System
Materials for ESP Hookup for Wood

2/20/2009

15600-00

Ghse Systems-Primary 30

 

 

300169

Booster Pump for Boilers

2/20/2009

15400-00

Pumps (5Y)

 

 

300164

Electical Wire for GroLights Hookup

3/5/2009

15400-00

Other Equip-Small 07

 

 

140168

Asset # 140160
Shading for L-Hs - Bal on Contract for

3/6/2009

15200-00

Ghse- Energy Curtains

 

 

179089

Matl's for new Office in Shop

3/6/2009

15300-00

Misc Bldg Impv 15

 

 

190267

Work on Boiler Rm Tanks

3/6/2009

15600-00

Small Equipment (10Y)

 

 

300184

in L 1-2
Materials for Electrical Hookup Echos

3/6/2009

15400-00

Ghse Systems-Secnd 15

 

 

300185

Projects
Materials for Hookup of Various

3/6/2009

15400-00

Other Equip-Small 07

 

 

274746

1995 Capacity Spotter (Used)

3/18/2009

15500-00

Automobiles (5 Years)

 

 

300170

Echo Controls for L-House

3/20/2009

15400-00

Ghse Systems-Secnd 15

 



 

140169

Storm Shelter
Concrete Work on Electric Vault &

3/27/2009

15200-00

Concrete/Gravel

 

 

140170

Concrete Labor on Storm Shelter

3/27/2009

15200-00

Concrete/Gravel

 

 

300163

Service
Materials for GrowLights Hookup &

3/27/2009

15400-00

Other Equip-Small 07

 

 

274743

Wood Chip Hauling
J & J - 45ft Open Box Trailer for

4/3/2009

15500-00

Trailer (5Y)

 

 

41348

Orchid Range (A()
Matl's for new Electrical Service to

4/3/2009

15200-00

Ghse Systems-Primary 30

 

 

140172

House
Electrical Hookup of Echos in L -

4/9/2009

15200-00

Ghse Systems-Primary 30

 

 

190269

Const. Permit # 620.7
Engineering Fees for 3rd Wood Boiler

4/9/2009

15600-00

Ghse Systems-Primary 30

 

 

300171

Battery F21 Programmed
10 ICON Portable Radios w/HD

4/9/2009

15400-00

Small Equipment (10Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

41349

Orchid Range (A9)
Concrete Labor for Electric Vault for

4/10/2009

15200-00

Concrete

 

 

41350

Orchid Range (A9)
Concrete Labor for Electric Vault for

4/10/2009

15200-00

Concrete

 

 

300173

shading
Modifications to L-House Panels for

4/17/2009

15400-00

Ghse- Energy Curtains 10

 

 

300175

Units
Container Conveyors w/ 2pc Drive

4/23/2009

15400-00

Ghse Equip-Large 15

 

 

41352

Range (A9)
Matl's for Electric Vault for Orchid

4/23/2009

15200-00

Ghse Systems-Primary 30

 

 

41353

System (Hookup Chiller, etc.)
Electrical Labor for Orchid Cooling

4/23/2009

15200-00

Ghse Systems-Primary 30

 

 

140171

Vault
Concrete for Storm Shelter & Electric

4/24/2009

15200-00

Concrete/Gravel

 

 

300186

Range
Materials to Hookup Cooler for Orchid

4/24/2009

15400-00

Other Equip-Small 07

 

 

300177

Cooling Center Controls - Priva

4/29/2009

15400-00

Ghse Equip-Large 15

 

 

190270

for 3rd Wood Boiler
Construction Permit Application Fee

4/30/2009

15600-00

Ghse Systems-Primary 30

 

 

300178

33 Rolling Ladders (Grainger)

4/30/2009

15400-00

Ghse Equip-Large 15

 

 

285399

Tank
VOLVO Water Truck (Used) w/ Smith

5/1/2009

15600-00

Automobiles (5 Years)

 

 

41351

Range (A9)
Concrete for Electric Vault for Orchid

5/1/2009

15200-00

Concrete

 

 

41354

System (Hookup Chiller, etc.)
Electrical Matl's for Orchid Cooling

5/1/2009

15200-00

Ghse Systems-Primary 30

 

 

41356

Matl's for Orchid Prod. System

5/1/2009

15200-00

Ghse Systems-Primary 30

 

 

179090

Orchids
Concrete Labor in Loading Docks by

5/8/2009

15300-00

Concrete

 

 

179091

Orchids
Concrete Labor in Loading Docks by

5/8/2009

15300-00

Concrete

 

 

300179

224" long roller sections
Orchid Staking Roller System, 7 -

5/8/2009

15400-00

Ghse Equip-Large 15

 

 

300180

Cups
Pallet Sys. to hold Plastic Orchid

5/8/2009

15400-00

Ghse Equip-Large 15

 



 

300181

Asset # 300143
Freight for Gow LIghts (D 9-13) -

5/21/2009

15400-00

Growing

 

 

300182

Production
Upgrade for Robot System in North

5/21/2009

15400-00

Other Equip-Small 07

 

 

41355

Service to Orchid Range (A()
Machine Hire for new Electrical

5/21/2009

15200-00

Ghse Systems-Primary 30

 

 

300187

9-12 & C-Hs 11-12
New Braker for Lighting Panels D-Hs

5/22/2009

15400-00

Other Equip-Small 07

 

 

140173

Shading
Prins Labor for Roll-Ups, Glass,

5/29/2009

15200-00

Ghse- Energy Curtains

 

 

179092

Orchids
Concrete for Loading Docks by

5/29/2009

15300-00

Concrete

 

 

190243

PPC Industries
1 Filter System for Biomass System -

6/11/2009

15600-00

Greenhouses & Systems

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

300183

Equipment
Installation of Orchid Range Potting

6/11/2009

15400-00

Ghse Equip-Large 15

 

 

163015

Offices
Engineering Costs for Proposed New

6/15/2009

15300-00

Misc Bldg Impv 15

 

 

190271

Boilers with PPC Filters
Duct work to connect 3 Vyncke

6/26/2009

15600-00

Ghse Systems-Primary 30

 

 

190272

Room - Priva System
East, West, L-Range and Wood Boiler

6/26/2009

15600-00

Greenhouse & Systems

 

 

190273

L-Hs, Greenhs Ringline, etc.
Matl's for East, West Boilr Rms, D-Hs,

6/26/2009

15600-00

Greenhouse & Systems

 

 

190274

Motor Cooling Fan
Matl's incl. Valve Housing, Coil, Gear

6/26/2009

15600-00

Greenhouse & Systems

 

 

190275

2 Shafts for Gear Box

6/26/2009

15600-00

Greenhouse & Systems

 

 

190276

isolation valve jackets,
Supplies: Pump insulation jacket, 2

6/26/2009

15600-00

Greenhouse & Systems

 

 

190277

buffer tank w/bypass on manifold
Mat'l & Labor to connect heating sys

6/26/2009

15600-00

Greenhouse & Systems

 

 

190278

Orchid Range Cooling Plant, etc.
Insulation Paint, Insulation cladding,

6/26/2009

15600-00

Greenhouse & Systems

 

 

190279

(Orchids)
Labor to place & install air optimizers

6/26/2009

15600-00

Greenhouse & Systems

 

 

190280

Unit Heater for New Shop -Installed

6/26/2009

15600-00

HVAC

 

 

190281

shipped Nov, 2008-May 31, 2009
Shipping, Duty, Customs on Equip

6/26/2009

15600-00

Ghse Systems-Primary 30

 

 

190282

Rconnect Floor Heating in E - House

6/26/2009

15600-00

Greenhouse & Systems

 

 

258346

HP LJ P4015N Printer for A/R Office

7/2/2009

15700-00

Computer Hardware

 

 

258347

Office
HP LJ M2727 Printer for Shipping

7/2/2009

15700-00

Computer Hardware

 

 

258348

Office
HP LJ P4515N Printer for Steve's

7/2/2009

15700-00

Computer Hardware

 

 

41357

Houses
Matl's for Rerouting Drains for Orchid

7/17/2009

15200-00

Ghse Systems-Primary 30

 

 

179093

Labor for work in Maintanence Shop

8/7/2009

15300-00

Misc Bldg Impv 15

 

 

300188

Water Treatment System

8/13/2009

15400-00

Ghse Equip-Large 15

 

 

190286

Bldg.
Building Permit for Cover-All Hoop

8/21/2009

15600-00

Other Buildings 30

 



 

300172

Hardware for A9
Priva Computers Software &

8/21/2009

15400-00

Ghse Equip-Large 15

 

 

300190

Grow Lights for Orchid Range

8/21/2009

15400-00

Ghse Equip-Large 15

 

 

300189

Chiller Motor (Incl Ductwork)
Install Exhaust Fan & Connect to

8/27/2009

15400-00

Other Equip-Small 07

 

 

300196

Cooler
Electrical Materials for Priva Install -

9/4/2009

15400-00

Other Equip-Small 07

 

 

190285

w/Cover-All
Concrete for Wood Chip Storage Lot

9/11/2009

15600-00

Concrete

 

 

190297

thru 14
Supply & Install top heat in Zones 10

9/14/2009

15600-00

Ghse Systems-Primary 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

190298

Jacketing for PVC Cooling Sys piping
Supply & Install Insulation and

9/14/2009

15600-00

Ghse Systems-Primary 30

 

 

190299

Heat
Corridor Heat, A+C East End Bench
Supply & Install heat exchangr, E/D

9/14/2009

15600-00

Ghse Systems-Primary 30

 

 

190300

Vyncke Boiler
Supply & Install crane on top of

9/14/2009

15600-00

Ghse Systems-Primary 30

 

 

190301

Vyncke Boiler
Supply & Install crane on top of

9/14/2009

15600-00

Ghse Systems-Primary 30

 

 

41358

Heating Sys. for Orchid Range
Labor for Insulation of Cooling and

9/14/2009

15200-00

Ghse Systems-Primary 30

 

 

300176

Climate Optimizers - Priva

9/18/2009

15400-00

Ghse Equip-Large 15

 

 

190287

Lot w/Cover-All
Concrete Mat'l for Wood Chip Storage

9/24/2009

15600-00

Concrete

 

 

300193

for Climate Control Syst.
3 - One Time LIcences for Controllers

9/24/2009

15400-00

Other Equip-Small 07

 

 

300194

System for A9 New Install.
Electrical Labor Heatg/Coolg Priva

9/24/2009

15400-00

Other Equip-Small 07

 

 

300191

(All Control
Controls for Echo System & Irrigation

9/25/2009

15400-00

Ghse Systems-Secnd 15

 

 

300195

8, B5-8
Electronics for New Irrigation Syst. A5-

9/25/2009

15400-00

Other Equip-Small 07

 

 

300198

Materials for A-9 Fogging System

10/1/2009

15400-00

Ghse Equip-Large 15

 

 

300197

GroLights, Priva - Installations
Electrical Materials for Generator,

10/9/2009

15400-00

Ghse Equip-Large 15

 

 

300192

Syst.)
22 - 40" Echo System (Cherry Creek

10/16/2009

15400-00

Ghse Systems-Secnd 15

 

 

258352

5 - HP LE2201W 22" LCD

10/22/2009

15700-00

Computer Hardware

 

 

300199

Sys. Orchid Range
3 Vertical Water Tanks for Fertilizer

10/28/2009

15400-00

Small Equipment (10Y)

 

 

300200

Orchids, etc.)
1325 Gallon Dipping Tank (for Lillies,

10/28/2009

15400-00

Small Equipment (10Y)

 

 

300201

Wood Boiler
Electrical Labor to Hook up L Hs and

10/29/2009

15400-00

Heavy Equipment (15 Years)

 

 

190284

Storage(Hoop Building)
Cover-All for Wood Chip

11/5/2009

15600-00

Other Buildings 30

 



 

190291

Boiler (Wood Chip Rm)
Plumbing for Hydraulic Sys. for 3rd

11/5/2009

15600-00

Ghse Systems-Primary 30

 

 

190292

Expand Walls in Boiler Room (Coble)

11/13/2009

15600-00

Misc Bldg Impv 15

 

 

300203

Injection Sys for Orchids
3 Centrifugal Pumps for Fertilizer

11/13/2009

15400-00

Pumps (5Y)

 

 

300206

GroLights, Priva - Installations
Electrical Materials for Generator,

11/18/2009

15400-00

Generator

 

 

300205

Water Pressure System

11/20/2009

15400-00

Other Equip-Small 07

 

 

300202

Lighting & Irrigation
Electrical Labor to Hook Orchid

11/26/2009

15400-00

Ghse Equip-Large 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300204

Treatment)
Materials for Copper Ionization (Water

11/26/2009

15400-00

Other Equip-Small 07

 

 

190293

Installation
Cranes for Wood Chip Boiler

12/3/2009

15600-00

Ghse Systems-Primary 30

 

 

285400

2003 IQ Club Car w/ Rear seat kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285401

2003 IQ Club Car w/ Box Kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285402

2003 IQ Club Car w/ Box kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285403

2003 IQ Club Car w/ Rear seat kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285404

2003 IQ Club Car w/ Box Kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285405

w/Rear Seat & Speed Code
2010 Club Car IQ Professional

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285406

2003 Club Car IQ w/ Box Kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285407

2003 Club Car IQ w/ Rear seat kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285408

2003 Club Car IQ w/ Rear seat kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285409

2003 Club CarIQ w/ Rear seat kit

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285410

Code
2003 Club Car IQ w/ Box Kit & Speed

12/3/2009

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

190288

EPA Issues
Engineering Fees Project # 620.8 - IL

12/10/2009

15600-00

Ghse Systems-Primary 30

 

 

300208

(Orchid Range)
Electrical Labor for Lighting in A13-14

12/10/2009

15400-00

Other Equip-Small 07

 

 

190302

Labor for Insulating Cooling & Heating

12/11/2009

15600-00

Ghse Systems-Primary 30

 

 

190303

reservoir, etc.
Pack to 3 zone Pack, 200 gal.
Upgrade 2 Zone Hydraulic Power

12/11/2009

15600-00

Ghse Systems-Primary 30

 

 

300215

8
Door Fab UltraLife 8-Ow 9-3h for A/B-

12/17/2009

15400-00

Doors

 

 

300216

11/12
Door Fab UltraLife 10-Ow 10-0h for E

12/17/2009

15400-00

Doors

 

 

190294

Chip Boiler
Electrical Materials to Hook-Up Wood

12/18/2009

15600-00

Ghse Systems-Primary 30

 

 

190295

Boiler Installation
Skyjack Scissor Lift Rental for Wood

12/18/2009

15600-00

Ghse Systems-Primary 30

 

 

227436

area outside.
Concrete Pad by L-House for Growing

12/18/2009

15010-00

Concrete

 

 

190290

3rd Wood Chip Incinerator (Boiler)

12/20/2009

15600-00

Ghse Systems-Primary 30

 



 

300209

Communications)
4 Portable Radios (Starved Rock

12/22/2009

15400-00

Small Equipment (10Y)

 

 

300207

Treatmt
GroLights, Priva, Irrigation, Water
Electrical Materials for Generator,

12/23/2009

15400-00

Generator

 

 

300210

Bales
Bale Shaver for shaving Orchid Bark

12/23/2009

15400-00

Ghse Equip-Large 15

 

 

300211

Range A13-14
Materials for Irrigation Syst. for Orchid

12/23/2009

15400-00

Other Equip-Small 07

 

 

110137

Area Conversion from B9-12 to D9-12
Concrete Labor for Finished Product

12/29/2009

15200-00

Concrete

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300212

Orchid Range
4 Expansion Tanks for Irrigation in

12/29/2009

15400-00

Small Equipment (10Y)

 

 

140174

for Heating & Echos in L3-4
Supply & Install Gatorshield Tubing

12/31/2009

15200-00

Ghse Systems-Primary 30

 

 

190296

Chip Boiler
Electrical Labor to Hook-Up Wood

12/31/2009

15600-00

Ghse Systems-Primary 30

 

 

300214

Orchids
Flier Robot and System Adaptions for

12/31/2009

15400-00

Ghse Equip-Large 15

 

 

110140

Finished Product Area (D9-12)
Materials for Concrete Work for

1/15/2010

15200-00

Concrete

 

 

300218

Rotofilter - RFM 4872

1/15/2010

15400-00

Ghse Equip-Large 15

 

 

110143

Product Area (D9-12)
Rebar for Concrete for Finished

1/21/2010

15200-00

Concrete

 

 

190305

Electrical Hookup for 3rd Wood Boiler

1/28/2010

15600-00

Ghse Systems-Primary 30

 

 

227444

Earth Moving for L5-6 Construction

1/28/2010

15010-00

Land Improvements

 

 

300219

Machine to repair rubber-vulcanizer

1/28/2010

15400-00

Other Equip-Small 07

 

 

227441

Rebar for Storm Tunnel Foundation

1/29/2010

15010-00

Building Improvements

 

 

227442

Earth - Prep for L5-6
Rental of Dump Trucks for Moving

1/29/2010

15010-00

Land Improvements 30

 

 

190310

3rd Boiler
Legal Fees for USDA Guar. Loan for

1/31/2010

15600-00

Ghse Systems-Primary 30

 

 

190311

Trucking for 3rd Boiler to MAG

2/4/2010

15600-00

Ghse Systems-Primary 30

 

 

227440

Design and Detail
Tornado Tunnel Engineering for

2/4/2010

15010-00

Building Improvements

 

 

300220

Lighting for A-9 (Orchid Range)

2/4/2010

15400-00

Ghse Equip-Large 15

 

 

190308

Firing up of 3rd Wood Boiler

2/5/2010

15600-00

Ghse Systems-Primary 30

 

 

190309

ESP Hookup
Electrical Materials for 3rd Boiler &

2/5/2010

15600-00

Ghse Systems-Primary 30

 

 

300221

Lighting for A-9

2/5/2010

15400-00

Other Equip-Small 07

 

 

110142

Area (D9-12)
Concrete Labor for Finished Product

2/12/2010

15200-00

Concrete

 

 

179094

New Drain in Newer Shop

2/12/2010

15300-00

Misc Bldg Impv 15

 

 

190306

Carpentry Labor for Boiler Room

2/12/2010

15600-00

Ghse Systems-Primary 30

 

 

110138

Area (D11-12)
Concrete Work for Finished Product

2/18/2010

15200-00

Concrete

 



 

140175

Construction)
Labor for L-House (Brian Davis

2/18/2010

15200-00

Ghse Systems-Primary 30

 

 

110139

Area (D 9-12)
Concrete Labor for Finished Product

2/19/2010

15200-00

Concrete

 

 

140176

Labor in L-House

2/19/2010

15200-00

Ghse Systems-Primary 30

 

 

190307

Skyjack (Scissor Lift) Rental

2/19/2010

15600-00

Ghse Systems-Primary 30

 

 

285414

Charger
Toyota Forklift w/2Batteries and

2/25/2010

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

110141

(D 9-12)
Concrete for Finished Product Area

2/26/2010

15200-00

Concrete

 

 

300222

Controlling 3 Echoes each)
30 Echo Controlers (10 Panels

2/26/2010

15400-00

Ghse Systems-Secnd 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

190312

Thermo Energy
3rd Boiler Installation (Labor) -

3/4/2010

15600-00

Ghse Systems-Primary 30

 

 

300223

Station
Transducers for Orchid Pumping

3/4/2010

15400-00

Pumps (5Y)

 

 

300233

Pumping Station
Mat'ls to Supply Service for Orchid

3/5/2010

15400-00

Other Equip-Small 07

 

 

300234

Orchid Range
Braker for New Fertilizer Machine in

3/5/2010

15400-00

Other Equip-Small 07

 

 

300224

Area
Conveyor Rebuild for New Shipping

3/11/2010

15400-00

Ghse Equip-Large 15

 

 

300225

Model SJIII3219
2002 Skyjack Electric Scissosrlift -

3/11/2010

15400-00

Lifts

 

 

300226

Model SJIII3219
2002 Skyjack Electric Scissosrlift -

3/11/2010

15400-00

Lifts

 

 

300227

Model SJIII3219
2002 Skyjack Electric Scissosrlift -

3/11/2010

15400-00

Lifts

 

 

300228

2002 Skyjack Electric Scissosrlift

3/11/2010

15400-00

Lifts

 

 

300229

2002 Skyjack Electric Scissosrlift

3/11/2010

15400-00

Lifts

 

 

300230

Model JLG1932E2
2003 Skyjack Electric Scissosrlift -

3/11/2010

15400-00

Lifts

 

 

300231

(Model JLG1932E2)
2002 Skyjack Electric Scissosrlift

3/11/2010

15400-00

Lifts

 

 

190313

Pack
Labor to start up new Hydraulic Power

3/12/2010

15600-00

Ghse Systems-Primary 30

 

 

300232

Pump System for Orchid Lake

3/12/2010

15400-00

Ghse Equip-Large 15

 

 

300237

Skyjack Rental for Echos in L-House

3/19/2010

15400-00

Ghse Systems-Secnd 15

 

 

274749

People Hauler - Special Base Vehicle

3/25/2010

15500-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

274750

People Hauler - Special Base Vehicle

3/25/2010

15500-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

300235

12)
New shipping Belts for D-Range (9-

3/25/2010

15400-00

Other Equip-Small 07

 

 

300236

Installe
lamp group software, Tank Measmt. -
HID & photoperiodical Controls, HID

3/26/2010

15400-00

Other Equip-Small 07

 

 

190304

each Boiler
3 Flow Meters for Wood Boilers - 1 for

3/29/2010

15600-00

Heavy Equipment (15 Years)

 



 

300238

for New Shipping Area
Electrical Panels, Wire, Conduit, etc.

4/1/2010

15400-00

Ghse Equip-Large 15

 

 

300239

Lifts
Charging Stations for Electric Fork

4/1/2010

15400-00

Small Equipment (10Y)

 

 

300240

Electrical Mat'ls forEchos in L3 & L4

4/1/2010

15400-00

Ghse Systems-Secnd 15

 

 

300241

3 Hot Water/Steam Unit Heaters

4/2/2010

15400-00

Other Equip-Small 07

 

 

300242

Pumping Station for Orchids

4/2/2010

15400-00

Other Equip-Small 07

 

 

190314

Installation of 5 Unit Heaters

4/8/2010

15600-00

HVAC

 

 

300244

Cleaning Filter)
Filtomat Filter for Orchid Range (Self

4/8/2010

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

300246

Boards etc (Priva)
Freight for Priva - Sensors, Panels,

4/9/2010

15400-00

Other Equip-Small 07

 

 

300247

in New Shipping Hs
Controllers for Shipping Belt System

4/9/2010

15400-00

Other Equip-Small 07

 

 

227443

East Truck Lot
Earth Moving for Fire Truck Ramp &

4/15/2010

15010-00

Land Improvements 30

 

 

300243

Range
Additional Water Line for Orchid

4/16/2010

15400-00

Other Equip-Small 07

 

 

300248

12)
New Belts for Shipping House (D 9-

4/22/2010

15400-00

Ghse Equip-Large 15

 

 

300251

8
Wd. Boiler Rm, Shipping Equip. in D5-
Electical Labor Echos, Flow Meter in

4/22/2010

15400-00

Heavy Equipment (15 Years)

 

 

300245

Orchids
Pumps for new Pumping Sys. for

4/23/2010

15400-00

Pumps (5Y)

 

 

300250

Finger w/Star Assembly
4 Urbinati Wireless Fingers - complete

4/30/2010

15400-00

Other Equip-Small 07

 

 

300252

etc.
Priva Materials - Sensors, Module,

5/7/2010

15400-00

Other Equip-Small 07

 

 

243311

IP Office 500 Phone System

5/13/2010

15700-00

Small Equipment (10Y)

 

 

258353

in Shipping Area
HP P4515TN Laser Printer for BOL's

5/13/2010

15700-00

Computer Hardware

 

 

300253

Siren for Tornado/Fire

5/20/2010

15400-00

Other Equip-Small 07

 

 

300254

96" Basket for Skytrak 6036

5/27/2010

15400-00

Other Equip-Small 07

 

 

300255

Lake Pump for L-House

6/3/2010

15400-00

Pumps (5Y)

 

 

300257

2 Plant Bench Stackers

6/9/2010

15400-00

Ghse Equip-Large 15

 

 

190315

Valves, Pipes in Cooling Plant
Insulate & Cover all Exposed Pumps,

6/17/2010

15600-00

Greenhouse & Systems

 

 

300258

Lg. Plant Cart (Wagon) for Production

7/15/2010

15400-00

Other Equip-Small 07

 

 

300259

10 - Walk Boom System ( 36.5 x 860.)

7/16/2010

15400-00

Booms

 

 

190326

Water Tank Site
Geotechnical Borings for Proposed

7/22/2010

15600-00

Misc Bldg Impv 15

 

 

227445

Underground Electric - East Side

7/22/2010

15010-00

Building Improvements

 

 

70019

Houses B 9-12
Demolition of Cravo & Delsem

7/22/2010

15200-00

Greenhouses 30

 



 

190325

Tank Placement
Engineering Fees for 2nd Hot Water

7/29/2010

15600-00

Misc Bldg Impv 15

 

 

190316

Concrete Labor for Esp Room

8/5/2010

15600-00

Concrete

 

 

190317

Concrete Labor for Esp Room

8/6/2010

15600-00

Concrete

 

 

300273

Sys. in Orchid Range
Ball Valve for new fertilizer injection

8/6/2010

15400-00

Other Equip-Small 07

 

 

227448

Earth Moving for L5-6 Construction

8/12/2010

15010-00

Land Improvements 30

 

 

300261

D from B 9-12
Reroute Main Electical Supply to C &

8/12/2010

15400-00

Other Equip-Small 07

 

 

140179

Echos for L-Hs 3-4

8/13/2010

15200-00

Ghse Systems-Primary 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

70023

(Orchid Range)
Concrete Labor for B - Hs 9-12

8/13/2010

15200-00

Computer Hardware

 

 

190318

Concrete for Esp Room

8/20/2010

15600-00

Computer Hardware

 

 

190319

Building over Esp's

8/20/2010

15600-00

Misc Bldg Impv 15

 

 

70020

& Delsem Houses B 9-12
Skytrac Rental for Demolition of Cravo

8/20/2010

15200-00

Greenhouse & Systems (30 Years)

 

 

70021

Range
Building Permit for B 9-12 Orchid

8/26/2010

15200-00

Greenhouses 30

 

 

70024

(Orchid Range)
Concrete Labor for B - Hs 9-12

8/26/2010

15200-00

Concrete

 

 

70025

(Orchid Range)
Concrete Labor for B - Hs 9-12

8/26/2010

15200-00

Concrete

 

 

227434

of existing)
Greenhouse Construction (East Side
Earth Moving to prepare for new

9/1/2010

15010-00

Land Improvements 30

 

 

227435

Greenhouse Constr
Moving in Preparation of New
Rental of 2 Dump Trucks for Earth

9/1/2010

15010-00

Land Improvements 30

 

 

227437

Greenhouse
Proposed Bridge on East Side of
Geotechnical Borings on site of

9/1/2010

15010-00

Land Improvements

 

 

227438

Construction
Preparation of New Greenhouse
Earthmoveing to fill Ravine in

9/1/2010

15010-00

Land Improvements 30

 

 

227439

House)
Drainage Pipe for new Lake (out by L

9/1/2010

15010-00

Land Improvements 30

 

 

300272

and Seeding (from B9-12)
Rerouting Power for C & D Houses

9/2/2010

15400-00

Production

 

 

300264

Range
Priva Computers for B9-B12 Orchid

9/3/2010

15400-00

Ghse Equip-Large 15

 

 

285416

2008 Club Car w/ access. LVW's

9/9/2010

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

300265

12 & C1& 2
Shade Cloth & Components for A9 -

9/23/2010

15400-00

Ghse- Energy Curtains 10

 

 

300266

Boiler Room
Retubed Boilers - #1 &#2 in West

9/23/2010

15400-00

Heavy Equipment (15 Years)

 



 

110144

(Yellow)
Concrete Labor for Bumper Posts

9/30/2010

15200-00

Concrete

 

 

70022

(Orchid Range)
Concrete Labor for B - Hs 9-12

10/1/2010

15200-00

Concrete

 

 

70026

Range)
Concrete for B - Hs 9-12 (Orchid

10/1/2010

15200-00

Concrete

 

 

190320

Elec. Matl's for Lights for ESP Room

10/7/2010

15600-00

Misc Bldg Impv 15

 

 

300267

connections
w/ 1000 L Solution Tank, Lid &
Irrigation - Nutrient Mixing Pump Set

10/7/2010

15400-00

Pumps (5Y)

 

 

110145

Concrete for Bumper Posts (Yellow)

10/8/2010

15200-00

Concrete

 

 

300268

Tank
Chlorine Injection System for B-Hs

10/14/2010

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

190321

EPA Issues
Engineering Fees Project # 620.8 - IL

10/21/2010

15600-00

License/Fees/Admin

 

 

190327

Labor for Insulating Cooling & Heating

10/21/2010

15600-00

Greenhouse & Systems

 

 

300269

H2O for Fire Dept Pu
Undergroun Fuel Storage Tanks to
Soil Assessment to Convert

10/21/2010

15400-00

Small Equipment (10Y)

 

 

300271

Light Panels for Orchid Range

10/21/2010

15400-00

Other Equip-Small 07

 

 

190329

Acre Heating System for L5-6 & B9-12
B 9-12 (Orchid Range) Portion of 11

10/26/2010

15600-00

Greenhouse & Systems

 

 

300270

by Lake
Concrete Labor for New Pump House

10/28/2010

15400-00

Ghse Equip-Small 10

 

 

130195

Production Area (E-Hs)
Matl's for Heating in North 2

11/4/2010

15200-00

Ghse Systems-Primary 30

 

 

130196

Production Area (E-Hs)
Matl's for Heating in North 2

11/4/2010

15200-00

Ghse Systems-Primary 30

 

 

227446

New Shop
Concrete Labor for Parking Lot for

11/4/2010

15010-00

Concrete

 

 

300304

Matl's for Chlorine Project

11/4/2010

15400-00

Other Equip-Small 07

 

 

41360

Lighting Matl's for A Hs Orchid Range

11/4/2010

15200-00

Ghse Systems-Secnd 15

 

 

300275

1952 LIght Fixtures for Orchid Range

11/9/2010

15400-00

Ghse Equip-Small

 

 

130197

Production Area (E-Hs)
Matl's for Heating in North 2

11/12/2010

15200-00

Ghse Systems-Primary 30

 

 

163016

Roofing over Offices

11/12/2010

15300-00

Misc Bldg Impv 15

 

 

190328

reservoir, etc.
Pack to 3 zone Pack, 200 gal.
Upgrade 2 Zone Hydraulic Power

11/12/2010

15600-00

Greenhouse & Systems

 

 

300308

200 AMP Supply for Orchid Pump Hs

11/12/2010

15400-00

Other Equip-Small 07

 

 

300276

Panels for lighting in B9-11 & A10-12

11/13/2010

15400-00

Other Equip-Small 07

 

 

300277

Fire Hydrant

11/13/2010

15400-00

Other Equip-Small 07

 

 

190323

System
Matl's for ESP's Room & L-Hs Heat

11/15/2010

15600-00

Greenhouse & Systems

 

 

300278

30 Lights for South Production

11/18/2010

15400-00

Other Equip-Small 07

 

 

300274

Orchid Range
PVC for Water Lines in B9-12 new

11/19/2010

15400-00

Other Equip-Small 07

 



 

300279

that deoes Orchid Vase Cupping
Installation(programming)on Robot

11/19/2010

15400-00

Other Equip-Small 07

 

 

300280

Cabinet Saw 52" Fence

11/19/2010

15400-00

Other Equip-Small 07

 

 

350046

Door for North Docks
2 -10 X 10 Raynor ThermaSeal Steel

11/24/2010

15300-00

Doors

 

 

163017

Office Expansion
Architectual Work for Proposed New

11/30/2010

15300-00

Misc Bldg Impv 15

 

 

163022

New Conference Room Installation

12/9/2010

15300-00

Misc Bldg Impv 15

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

 

 

285418

Forklift w 80" skidsteer bucket
2003 Skytrak 6036C Telehandler

12/9/2010

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

300281

B7 Tank
Dosing Pump for Ph H2O treatment f/

12/9/2010

15400-00

Pumps (5Y)

 

 

190324

Hot Water)
8 Burnam Boilers ( Convert Steam to

12/10/2010

15600-00

Greenhouse & Systems

 

 

300312

Concrete for Pump Hs - Orchid Range

12/10/2010

15400-00

Other Equip-Small 07

 

 

300313

Matl's for Pump Hs - Orchid Range

12/10/2010

15400-00

Other Equip-Small 07

 

 

163018

Cafeteria
Matl's for Conference Room over

12/16/2010

15300-00

Misc Bldg Impv 15

 

 

163019

Cafeteria
Labor for Conference Room over

12/17/2010

15300-00

Misc Bldg Impv 15

 

 

227447

Shop
Concrete for Parking Lot for New

12/17/2010

15010-00

Concrete

 

 

190322

Emissions Test for EPA for Licensing

12/20/2010

15600-00

License/Fees/Admin

 

 

285420

(Used)
2007 New Holland D95 LGP Dozer

12/20/2010

15600-00

Heavy Equipment (15 Years)

 

 

300305

Range
Elect. Matl's for Pump Hs for Orchid

12/20/2010

15400-00

Other Equip-Small 07

 

 

70027

(Orchid Range)
Greenhouse Structure - B 9-12

12/20/2010

15200-00

Greenhouses 30

 

 

70029

Roll Up Walls - B 9-12 (Orchid Range)

12/20/2010

15200-00

Ghse Systems-Primary 30

 

 

70031

(Orchid Range)
Elect. Matl's for Lighting in B 9-12

12/20/2010

15200-00

Ghse Systems-Primary 30

 

 

70032

(Orchid Range)
Elect. Labor for Lighting in B 9-12

12/20/2010

15200-00

Ghse Systems-Primary 30

 

 

70033

12 (Orchid Range)
Elect. Matl's for Lighting Sys. in B 9-

12/20/2010

15200-00

Ghse Systems-Primary 30

 

 

70034

Matl's for B 9-12 (Orchid Range)

12/20/2010

15200-00

Ghse Systems-Primary 30

 

 

70035

Range)
Matl's for Water Lines B 9-12 (Orchid

12/20/2010

15200-00

Ghse Systems-Primary 30

 

 

70036

Range)
Matl's for Water Lines B 9-12 (Orchid

12/20/2010

15200-00

Ghse Systems-Primary 30

 



 

163020

Cafeteria
Matl's for Conference Room over

12/21/2010

15300-00

Misc Bldg Impv 15

 

 

300294

Pump Overhaul for North Lake Pump

12/21/2010

15400-00

Pumps (5Y)

 

 

163021

over Cafeteria
Door handles for Conference Room

12/22/2010

15300-00

Doors

 

 

300283

Fabricate 5 Idle Roller Drivers
Modifications on Orchid Planter &

12/22/2010

15400-00

Other Equip-Small 07

 

 

300297

Room
Matl's for Compressor in East Boiler

12/22/2010

15400-00

Heavy Equipment (15 Years)

 

 

300301

12
Elect. Matl's for Irrigation Booms B9-

12/22/2010

15400-00

Booms

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

 

300262

Expansion
Ultra Cool System for B9-B12 Orchid

12/29/2010

15400-00

Ghse Equip-Large 15

 

 

300263

Hs)
motors on fans in Orchid Range (A-
Aqua Drive - to control speed of

12/29/2010

15400-00

Other Equip-Small 07

 

 

300284

36 Rolling Ladders w/ Handrails

12/29/2010

15400-00

Ghse Equip-Large 15

 

 

300285

Range B9-12
Parts for Irrigation System for Orchid

12/29/2010

15400-00

Other Equip-Small 07

 

 

300286

Wireless Controllers for B9-12 & L5-6

12/29/2010

15400-00

Other Equip-Small 07

 

 

285419

Fork Lift Attachment Slip Sheet

12/30/2010

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

300260

(120" x 64")w/3 alum. remov shelves
6 Custom Steel Tracking Wagons

12/30/2010

15400-00

Ghse Equip-Large 15

 

 

300289

Orchid Irrigation System Parts

12/30/2010

15400-00

Other Equip-Small 07

 

 

300291

12 Windows & Curtains
Potentiometers for Gear Motors for B9-

     12/30/2010

15400-00

Other Equip-Small 07

 

 

300292

Heating Controls

12/30/2010

15400-00

Other Equip-Small 07

 

 

300293

System - Local
Interface Upgrade for Climate Control

12/30/2010

15400-00

Other Equip-Small 07

 

 

300298

Elect. Matl's for Gro-Lights in A9-12

12/30/2010

15400-00

Ghse Equip-Large 15

 

 

300299

Elect. Matl's for Gro-Lights in B9-12

12/30/2010

15400-00

Ghse Equip-Large 15

 

 

300300

Installations
Elect. Matl's for L-Hs & A-Hs

12/30/2010

15400-00

Ghse Equip-Large 15

 

 

300303

Installations
Elect. Matl's Orchid Range B9-12

12/30/2010

15400-00

Ghse Equip-Large 15

 

 

41359

power from B Hs)
A-Hs Disconnects ( for separate

12/30/2010

15200-00

Greenhouses & Systems

 

 

70037

(Orchid Range)
Scissor Lift Rentals for B 9-12

12/30/2010

15200-00

Greenhouse & Systems (30 Years)

 

 

300290

Hs
Orchid Range & Pumping Station in L-
Touchscreens for Irrigation System -

12/31/2010

15400-00

Computer Hardware

 

 

300295

Pump - Self Priming for North Lake

12/31/2010

15400-00

Pumps (5Y)

 



 

300296

450' Reel
Air/Wtr Hose for Orchid Range 1",

12/31/2010

15400-00

Other Equip-Small 07

 

 

300302

Lighting Panels for Orchid Range

12/31/2010

15400-00

Growing

 

 

300306

Elect. Matl's for L-Hs 5-6

12/31/2010

15400-00

Other Equip-Small 07

 

 

300314

12 & L5-6
Wireless for Irrigation System in B9-

12/31/2010

15400-00

Other Equip-Small 07

 

 

190331

Labor - Brian Davis

1/20/2011

15600-00

Greenhouse & Systems

 

 

300322

Scissor Lift Rental for installing Lights.

1/26/2011

15400-00

Greenhouse & Systems (30 Years)

 

 

227449

Earth Moving for L5-6 Construction

1/27/2011

15010-00

Land Improvements 30

 

 

70038

Labor for B 9-12 (Brian Davis)

1/27/2011

15200-00

Ghse Systems-Primary 30

 

 

300316

Range
Mat'ls fro New Pump Hs for Orchid

1/28/2011

15400-00

Pumps (5Y)

 

 

70039

Labor for Construction B 9-12

1/31/2011

15200-00

Greenhouses 30

 

 

70028

Range)
Interior Curtains - B 9-12 (Orchid

2/1/2011

15200-00

Ghse- Energy Curtains

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

140203

L 5-6, Mat'ls & Parts

2/10/2011

15200-00

Ghse Systems-Primary 30

 

 

163026

Paint for New Conference Room

2/10/2011

15300-00

Misc Bldg Impv 15

 

 

163028

Remodel Sales Offices

2/11/2011

15300-00

Misc Bldg Impv 15

 

 

300319

PVC for Drip Line System in B 9-11

2/11/2011

15400-00

Other Equip-Small 07

 

 

70040

Orchids (B 9-12)
Mat'l for water filter/Irrigation for

2/11/2011

15200-00

Greenhouse & Systems

 

 

300310

Matl's for Copper Ionization Machine

2/15/2011

15400-00

Other Equip-Small 07

 

 

163024

Stairway and Landings
Carpeting for New Conference Room,

2/17/2011

15300-00

Building Improvements

 

 

163029

Sales Offices
Sprayed Foam Insulation in Ceiling of

2/17/2011

15300-00

Misc Bldg Impv 15

 

 

300318

Tower Boom System for L 5&6

2/18/2011

15400-00

Ghse Systems-Secnd 15

 

 

140177

Prep.
L-5 Machine Hire for Construction

3/1/2011

15200-00

Greenhouses 30

 

 

140178

Water Tubing for L 5-6 Floor Heating

3/1/2011

15200-00

Ghse Systems-Primary 30

 

 

140180

L5-6 Underground Drainage

3/1/2011

15200-00

Ghse Systems-Primary 30

 

 

140181

L5-6 - Rental of T320 Track Loader

3/1/2011

15200-00

Greenhouses 30

 

 

140182

L5-6 - Drainage Materials

3/1/2011

15200-00

Greenhouses 30

 

 

140183

L5-6 - Service Panels for Electrical

3/1/2011

15200-00

Ghse Systems-Primary 30

 

 

140184

(Gravel & Sand)
L5-6 -Heavy Equipment Rental & Fill

3/1/2011

15200-00

Greenhouses 30

 

 

140185

Concrete
L5-6 - Rebar, Polyfilm & Supplies for

3/1/2011

15200-00

Greenhouses 30

 

 

140186

L5-6 - Concrete

3/1/2011

15200-00

Greenhouses 30

 

 

140187

L5-6 - Concrete Conveyor Work

3/1/2011

15200-00

Greenhouses 30

 

 

140188

L5-6 - Concrete Labor

3/1/2011

15200-00

Greenhouses 30

 

 

140189

L5-6 - Concrete Labor

3/1/2011

15200-00

Greenhouses 30

 

 

140190

L5-6 - Concrete Labor

3/1/2011

15200-00

Greenhouses 30

 

 

140191

L5-6 - Concrete Labor

3/1/2011

15200-00

Greenhouses 30

 

 

140192

L5-6 - Concrete Labor

3/1/2011

15200-00

Greenhouses 30

 

 

140193

L5-6 - Drainage Materials

3/1/2011

15200-00

Greenhouses 30

 



 

140194

L5-6 - Roof Drainage Materials

3/1/2011

15200-00

Greenhouses 30

 

 

140195

L5-6 - Heating System Materials

3/1/2011

15200-00

Ghse Systems-Primary 30

 

 

140196

L5-6 - Structure (Incl. Glass)

3/1/2011

15200-00

Greenhouses 30

 

 

140197

Greenhouse
L5-6 - Labor for Construction of

3/1/2011

15200-00

Greenhouses 30

 

 

140209

L 5-6 Curtains incl. Labor to Install

3/1/2011

15200-00

Ghse- Energy Curtains

 

 

140210

L 5-6 Roll-up Wall Cloth & Motors

3/1/2011

15200-00

Greenhouses 30

 

 

70030

Range)
Exterior Curtains - B 9-12 (Orchid

3/1/2011

15200-00

Ghse- Energy Curtains

 

 

163025

Room
Furnace & A/C for New Conference

3/3/2011

15300-00

HVAC

 

 

163027

12 Lights for New Conference Room

3/3/2011

15300-00

Misc Bldg Impv 15

 

 

243313

Lumen w/ vukunet cms
NP2200 XGA LCD Projector - 4200

3/3/2011

15700-00

Office Equipment

 

 

300309

Copper Ionization Machine

3/3/2011

15400-00

Ghse Equip-Large 15

 

 

300311

Priva Integro for L Range

3/3/2011

15400-00

Ghse Equip-Large 15

 

 

300323

Frght)
Air Compressor - Ingersol Rand (Incl

3/3/2011

15400-00

Landscape/Utility/Farm Equipment

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

140202

L 5-6 - Mat'l for Priva Installation

3/4/2011

15200-00

Ghse Systems-Primary 30

 

 

300329

Concrete Forms

3/4/2011

15400-00

Concrete

 

 

22025

Tank (B Hs)
Concrete work for Pit for Ionization

3/10/2011

15200-00

Concrete

 

 

285421

Electric W/ Seat
2006 Presidents Club Cars - 48 Volt

3/10/2011

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285422

Electric W/ Seat
2006 Presidents Club Cars - 48 Volt

3/10/2011

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285423

Electric W/ Seat
2006 Presidents Club Cars - 48 Volt

3/10/2011

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285424

Electric W/Box
2006 Presidents Club Cars - 48 Volt

3/10/2011

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285425

Electric W/ Box
2006 Presidents Club Cars - 48 Volt

3/10/2011

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285426

Electric W/ Box
2006 Presidents Club Cars - 48 Volt

3/10/2011

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

350047

Installation
2 Kelley DSH Model Dock Seals plus

3/17/2011

15300-00

Small Equipment (10Y)

 

 

163023

Room over Cafeteria
Construction of New Conference

3/18/2011

15300-00

Misc Bldg Impv 15

 

 

300327

Priva Computer Fan

3/18/2011

15400-00

Ghse Equip-Large 15

 

 

300328

17 micron screen
Rotofilter RFM 3254, 500gpm design,

3/18/2011

15400-00

Ghse Equip-Large 15

 

 

190330

System for L5-6 & B9-12
L 5-6 Portion of 11 Acre Heating

3/23/2011

15600-00

Greenhouse & Systems

 

 

190332

Frequency Drive

3/23/2011

15600-00

Pumps (5Y)

 

 

190333

ID Fan Motor on Boiler #1

3/23/2011

15600-00

Heavy Equipment (15 Years)

 

 

190334

Plant
Mount brackets for Filters in Cooling

3/23/2011

15600-00

Greenhouses & Systems

 

 

190335

Panel Changes for L-Range

3/23/2011

15600-00

Greenhouse & Systems

 



 

190336

Acre Heating System for L5-6 & B9-12
B 9-12 (Orchid Range) Portion of 11

3/23/2011

15600-00

Greenhouse & Systems

 

 

190337

Boiler
Manifold, Connect. Hot Watr Tk to L
Labor & Mat'ls to install Ringline w/

3/23/2011

15600-00

Greenhouse & Systems

 

 

190338

Cladding new Ringline & Manifold
Labor & Mat'ls for Insulation and

3/23/2011

15600-00

Greenhouse & Systems

 

 

300320

Injector for Booms in L 5-6

3/24/2011

15400-00

Pumps (5Y)

 

 

300330

Install Controll on Burnham Boilers

3/24/2011

15400-00

Heavy Equipment (15 Years)

 

 

300332

Orchid Range
Electrical Mat'ls for New Lighting in

3/24/2011

15400-00

Ghse Equip-Large 15

 

 

140198

Waterlines
L 5-6 - PVC for Roof Drainage and

3/25/2011

15200-00

Ghse Systems-Primary 30

 

 

300317

Destacker, xtra potting Ring, etc.
Potting Machine w/Hopper, Pot

3/25/2011

15400-00

Ghse Equip-Large 15

 

 

140199

L 5-6 - Mat'l for Booms

3/31/2011

15200-00

Booms

 

 

140200

L 5-6 - Electrical Labor

3/31/2011

15200-00

Ghse Systems-Primary 30

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

140201

installation
L 5-6 - Electrical Mat'ls for Priva, etc.

3/31/2011

15200-00

Ghse Systems-Primary 30

 

 

300321

Station for L-Hs
Ph & Chlorine Control for Pumping

3/31/2011

15400-00

Ghse Equip-Large 15

 

 

300331

Brackets, Delta)
Lighting in A 10-11 (Reflectors &

3/31/2011

15400-00

Ghse Equip-Large 15

 

 

41361

Mat'l for Irrigation Panel for A 10-14

3/31/2011

15200-00

Ghse Systems-Secnd 15

 

 

41362

System A 10-14
Electrical Mat'ls for New Irrigation

3/31/2011

15200-00

Greenhouses & Systems

 

 

70041

(B 9-12)
Mat'ls for Irrigation for Orchid Range

3/31/2011

15200-00

Greenhouse & Systems

 

 

140207

L 5-6 Electrical Labor

4/7/2011

15200-00

Ghse Systems-Primary 30

 

 

243314

Back
High Black Split Leather w/ Mesh
54 Chairs for Conference Room -

4/7/2011

15700-00

Office Equipment

 

 

243315

Room
10 Round Tables for Conference

4/7/2011

15700-00

Office Equipment

 

 

300337

Wireless Mat'ls for L 5-6

4/7/2011

15400-00

Other Equip-Small 07

 

 

140206

L 5-6 PVC, etc. for Booms

4/8/2011

15200-00

Booms

 

 

70042

Concrete Knee Wall in B 12

4/8/2011

15200-00

Concrete

 

 

190339

for Boilers
Engineering Costs for EPA Permits

4/14/2011

15600-00

Heavy Equipment (15 Years)

 

 

227450

PVC for East Lake Waterline

4/15/2011

15010-00

Ghse Systems-Secnd 15

 

 

227451

Mat'ls for West Pond

4/15/2011

15010-00

Ghse Systems-Secnd 15

 

 

227452

Mat'ls for Center Lake Water Intake

4/15/2011

15010-00

Ghse Systems-Secnd 15

 

 

300342

Orchid Filter Mat'ls

4/15/2011

15400-00

Other Equip-Small 07

 

 

140205

L 5-6 Mat'l for Booms

4/21/2011

15200-00

Booms

 

 

140208

L 5-6 Electrical Mat'ls

4/21/2011

15200-00

Ghse Systems-Primary 30

 

 

300345

Air Cleaner for Table Repair

4/21/2011

15400-00

Growing

 



 

300349

Drippers for Hanging Basket Line

4/21/2011

15400-00

Other Equip-Small 07

 

 

300346

Ducting for New Compressor

4/22/2011

15400-00

Other Equip-Small 07

 

 

70043

Waterlines in B 12

4/22/2011

15200-00

Greenhouse & Systems

 

 

190340

Permits from EPA
Emissions Tests for Wood Boiler

4/28/2011

15600-00

Heavy Equipment (15 Years)

 

 

300334

10 Radios for Greenhouse

4/28/2011

15400-00

Small Equipment (10Y)

 

 

300335

Wood Chip Moisture Tester

4/28/2011

15400-00

Other Equip-Small 07

 

 

300336

Wireless Mat'ls for Greenhouse

4/28/2011

15400-00

Other Equip-Small 07

 

 

140204

L 5-6 Mat'ls for Booms

4/29/2011

15200-00

Booms

 

 

300350

A10-12
Electrical Mat'ls for Orchid Lighting in

5/5/2011

15400-00

Growing

 

 

300353

Electrical Panel Mat'ls

5/5/2011

15400-00

Other Equip-Small 07

 

 

190341

Reporting
Engineering Fees for Air Emissions

5/12/2011

15600-00

License/Fees/Admin

 

 

227453

Parking Lot Dressing
West Pond Overflow Repair &

5/12/2011

15010-00

Land Improvements 30

 

 

300333

Mat'ls for Booms & Echos - L 5-6

5/19/2011

15400-00

Booms

 

 

300339

Hopper for Orchids

5/19/2011

15400-00

Other Equip-Small 07

 

 

300340

Booms for L 5-6

5/20/2011

15400-00

Booms

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

285427

Loader
2006 KOMATSU WA 320-5L Wheel

5/26/2011

15600-00

Heavy Equipment (15 Years)

 

 

300351

Electrical Mat'ls for L-Hs Wireless

5/26/2011

15400-00

Other Equip-Small 07

 

 

300352

East Pond to B-Hs Tank
Electrical Mat'ls for Wireless - Pump

5/26/2011

15400-00

Other Equip-Small 07

 

 

300338

Brochures, send to customers, etc.
Photo Equipment for Orchids, etc.

6/3/2011

15400-00

Other Equip-Small 07

 

 

300348

Cell Phone Booster System

6/16/2011

15400-00

Computer Hardware

 

 

300354

Electrical Mat'ls for Wireless in A 9-14

6/23/2011

15400-00

Other Equip-Small 07

 

 

41363

Irrigation for A 9-14

6/24/2011

15200-00

Ghse Systems-Secnd 15

 

 

41364

(Orchid Range)
Mat'ls for Irrigation System a 9-14

6/30/2011

15200-00

Ghse Systems-Secnd 15

 

 

300355

Sidestep Motor for STS Transplanter

7/8/2011

15400-00

Other Equip-Small 07

 

 

70044

PVC CheckValve for Orchid Range

7/15/2011

15200-00

Greenhouse & Systems

 

 

300347

Gas Manifold for Boiler #5

7/21/2011

15400-00

Heavy Equipment (15 Years)

 

 

300356

Siding Door Syestem for Greenhouse

7/28/2011

15400-00

Doors

 

 

300357

in A9-A14
D-Link Access pt for Wireless Booms

7/28/2011

15400-00

Booms

 

 

140211

Sprinklers for L5-6

8/4/2011

15200-00

Ghse Systems-Primary 30

 

 

300367

Lighting Mat'ls for A11 & A12

8/4/2011

15400-00

Other Equip-Small 07

 

 

285435

Compactor
Walk Behind Soil Compactor - Plate

8/12/2011

15600-00

Small Equipment (10Y)

 

 

300366

Lighting Mat'ls for A11 & A12

8/18/2011

15400-00

Growing

 

 

300369

2 Pumps for L-Hs New Water System

8/18/2011

15400-00

Pumps (5Y)

 

 

300360

Echo Automation in A6 & B6

8/19/2011

15400-00

Ghse Systems-Secnd 15

 

 

300365

H2O Distri
Touch Screen to control fertilizer &
Custom Programming for CJ2 PLC &

8/19/2011

15400-00

Other Equip-Small 07

 



 

70045

Production Area
Concrete for kneewalls for Orchid

8/26/2011

15200-00

Concrete

 

 

300361

Fungicide/Pesticide)
Tanks for Tom's Brew (Natural

9/1/2011

15400-00

Small Equipment (10Y)

 

 

227454

Main Line
10 Inch Pipe for North Lake to B7,

9/8/2011

15010-00

Greenhouses & Systems

 

 

227455

Excavator Rental)
North Lake Water Line to C-7 (Mini-

9/8/2011

15010-00

Greenhouse & Systems

 

 

190342

Tie Out
Various Inv. Less Var. Credits -Final
Bal. on Undergirt Fuel Conveyor,

9/12/2011

15600-00

Greenhouse & Systems

 

 

190343

Vyncke Boiler (Purch & Installled)
3 Low Water Cut-offs, 1 on each

9/15/2011

15600-00

Greenhouse & Systems

 

 

227456

Inch Pipe
North Lake Water Line to B-7 - 10

9/15/2011

15010-00

Ghse System Improvments

 

 

300370

Lighting for Orchid Range
Balance due for Asset #300275,

9/15/2011

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

179095

Orchid Area
Fill in S. East Loading Docks for

9/22/2011

15300-00

Misc Bldg Impv 15

 

 

179097

Loading Docks for Orchid Area
Concrete Mesh to Fill in S. East

9/22/2011

15300-00

Misc Bldg Impv 15

 

 

179098

East Loading Docks for Orchid Area
Concrete Converyor Use to Fill in S.

9/22/2011

15300-00

Concrete

 

 

285437

Toyota Forklift - Battery Operated

9/22/2011

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

227457

North Lake Water Line to B-7

9/23/2011

15010-00

Greenhouse & Systems

 

 

227458

North Lake Water Line

9/23/2011

15010-00

Greenhouse & Systems

 

 

179096

Docks for Orchid Area
Concrete to Fill in S. East Loading

9/30/2011

15300-00

Misc Bldg Impv 15

 

 

300368

2 Fire Hydrants

9/30/2011

15400-00

Other Equip-Small 07

 

 

179099

Docks for Orchid Area
Replace Walls in S. East Loading

10/6/2011

15300-00

Misc Bldg Impv 15

 

 

300359

Automation in A7-8 & B7-8
Electrical switches, etc. for Echo

10/7/2011

15400-00

Ghse Systems-Secnd 15

 

 

274755

Truck)
Replace Engine in Unit #961 (Straight

10/13/2011

15500-00

Automobiles (5 Years)

 

 

300372

Fogger)
Fogger Sprayer (Dramm Trac

10/13/2011

15400-00

Ghse Equip-Large 15

 

 

258361

program, dvr, installation)
Security System (Incl. Cameras,

10/20/2011

15700-00

Computer Hardware

 

 

300358

House, etc.
Chemical Applicators on Booms - E

10/20/2011

15400-00

Pumps (5Y)

 

 

300363

&B7-8
Echos Automation (Wireless) in A7-8

10/20/2011

15400-00

Ghse Systems-Secnd 15

 

 

300364

&B6-8
Echos Automation (Wireless) in A6-8

10/20/2011

15400-00

Ghse Systems-Secnd 15

 



 

227464

Pipe for Fire Hydrants

10/21/2011

15010-00

Building Improvements

 

 

300373

Boiler #1 in West Boiler Room
Retubed & Replac. Refractory in

10/27/2011

15400-00

Heavy Equipment (15 Years)

 

 

300374

Boiler #2 in West Boiler Room
Retubed & Replac. Refractory in

10/27/2011

15400-00

Heavy Equipment (15 Years)

 

 

300376

PF8153444 Submersible Pump
Pump for Fire Hydrant (Power-Flo

10/28/2011

15400-00

Pumps (5Y)

 

 

300377

PF81532 Submersible Pump
Pump for Fire Hydrant (Power-Flo

10/28/2011

15400-00

Pumps (5Y)

 

 

163030

Furnace and A/C System for Offices

11/3/2011

15300-00

HVAC

 

 

163031

for Offices
Goodman Furnace and A/C System

11/3/2011

15300-00

HVAC

 

 

300371

for Humidity Control
Fog System for Germination Chamber

11/3/2011

15400-00

Other Equip-Small 07

 

 

300375

Room - L-Hs Boiler
Retubed in Boiler in N. East Boiler

11/3/2011

15400-00

Heavy Equipment (15 Years)

 

 

300387

New Echos for A8 & B-8

11/3/2011

15400-00

Ghse Systems-Secnd 15

 

 

227460

Driveway
Concrete North Loading Docks

11/4/2011

15010-00

Concrete

 

 

227462

North Loading Docks Driveway - Ribar

11/9/2011

15010-00

Driveway Repairs

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

227459

L-Hs & D-Hs
Underground Line for Utility Power to

11/23/2011

15010-00

Greenhouse & Systems

 

 

300378

20 Doors - Swing both Ways

11/23/2011

15400-00

Doors

 

 

300388

Chamber
LED Lighting for Germination

11/23/2011

15400-00

Other Equip-Small 07

 

 

300389

Lighting for C10

11/23/2011

15400-00

Ghse Equip-Large 15

 

 

285440

Bucket - 72"Sweeper for Driveway

12/1/2011

15600-00

Small Equipment (10Y)

 

 

300383

w 100 gal. tank
Mitsubishi Diesel Generator - 3-Phase

12/1/2011

15400-00

Generator

 

 

300384

System - East
Zenith Auto Transfer Switch for Water

12/1/2011

15400-00

Other Equip-Small 07

 

 

300385

4 Dosatron Pumps

12/1/2011

15400-00

Pumps (5Y)

 

 

300379

Lighting for C-10

12/14/2011

15400-00

Ghse Equip-Large 15

 

 

227463

Building (North of County Rd.)
Repave Parking Lot in Front of

12/15/2011

15010-00

Driveway Repairs

 

 

300380

Iron Working Machine for Echos, etc.

12/15/2011

15400-00

Ghse Systems-Secnd 15

 

 

227461

Equip. Rental
North Loading Docks Driveway - Hvy

12/22/2011

15010-00

Driveway Repairs

 

 

300381

B9-B12)
Freight for Asset # 300264 (Priva for

12/22/2011

15400-00

Other Equip-Small 07

 

 

300382

Screens
Rotofilter - RFM 4872 w/ 11 Micron

12/28/2011

15400-00

Ghse Equip-Large 15

 

 

300406

Mat'l for Chemical Applicators

1/19/2012

15400-00

Other Equip-Small 07

 

 

300407

Welder - Dialarc 250P AC/DC

1/19/2012

15400-00

Small Equipment (10Y)

 

 

100030

Lighting Enclosure for C10

1/26/2012

15200-00

Ghse Systems-Secnd 15

 

 

163032

Roof over All of Office Area in W/H #1

2/2/2012

15300-00

Misc Bldg Impv 15

 

 

163033

into multiple smaller ones
Office Remodeling (Made large offices

2/2/2012

15300-00

Misc Bldg Impv 15

 



 

300391

Lighting for A-4

2/2/2012

15400-00

Growing

 

 

300415

Raising Optimizers in Orchid Ranges

2/2/2012

15400-00

Ghse Equip-Large 15

 

 

300416

Tubing for Echos

2/2/2012

15400-00

Ghse Systems-Secnd 15

 

 

179100

(W/H # 2)
Build Grower's Office in East Barn

2/3/2012

15300-00

Misc Bldg Impv 15

 

 

300422

Floor Mats for Priva in Orchid Range

2/16/2012

15400-00

Other Equip-Small 07

 

 

300390

Lighting System for C-10

2/24/2012

15400-00

Ghse Equip-Large 15

 

 

300396

Pumps for Booms in L-Hs

2/24/2012

15400-00

Pumps (5Y)

 

 

300397

Ground)
New Waterline B-7 to L-2 (Above

2/24/2012

15400-00

Other Equip-Small 07

 

 

300408

Systems
Mat'l for Controllers for Irrigation

2/24/2012

15400-00

Other Equip-Small 07

 

 

179101

East Barn (W/H # 2)
Electric Heat for Grower's Office in

3/2/2012

15300-00

HVAC

 

 

285441

Hydraulic Fork Lifter, Manual, H 92 in.

3/2/2012

15600-00

Carts (3Y)

 

 

300398

System (Amtrol SX-160V)
2 - Expansion Tank for L-Hs Water

3/2/2012

15400-00

Small Equipment (10Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

274760

(Asset #274746)
Install Engine on Capacity Spotter

3/9/2012

15500-00

Automobiles (5 Years)

 

 

274759

(#274746)
New Engine for Capacity Spotter

3/15/2012

15500-00

Automobiles (5 Years)

 

 

300392

Fan System for L-Hs

3/23/2012

15400-00

Other Equip-Small 07

 

 

300399

System
2 - Electric Actuators for L-Hs Water

3/23/2012

15400-00

Other Equip-Small 07

 

 

300405

Pipe for North Water LIne - E 1-8

3/23/2012

15400-00

Other Equip-Small 07

 

 

300410

System in L-Hs
Electrical Work to hook up Fan

3/23/2012

15400-00

Ghse Equip-Large 15

 

 

300411

Fan System in L-Hs - 235 ECO Fans

3/23/2012

15400-00

Ghse Equip-Large 15

 

 

300423

Channel UHF
15 Motorola Radios - CP2000 - 4

3/23/2012

15400-00

Small Equipment (10Y)

 

 

285450

285301)
84"Bucket for T-300 Skidster (Asset #

3/29/2012

15600-00

Heavy Equipment (15 Years)

 

 

300393

Orchid Cooling, New

4/5/2012

15400-00

Other Equip-Small 07

 

 

300425

Wireless connections - D-Link

4/5/2012

15400-00

Computer Hardware

 

 

300426

Pumping Station
Back Pressure Valve for L-Hs/B-7

4/5/2012

15400-00

Other Equip-Small 07

 

 

300427

FieldScout
15 Direct Soil Meters w/Probe -

4/5/2012

15400-00

Other Equip-Small 07

 

 

300400

Gundfos Pump - L - Hs?

4/6/2012

15400-00

Pumps (5Y)

 

 

300401

Mat'l for Priva Optimizers for Orchids

4/13/2012

15400-00

Other Equip-Small 07

 

 

285449

Pallet Truck - Toyota Model 7HBW23

4/19/2012

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

300430

Installation
Employee Entrance Door Incl.

4/20/2012

15400-00

Doors

 

 

300431

Installation
Shipping Entrance Door Incl.

4/20/2012

15400-00

Doors

 



 

300421

Corridor & South Path
Dramm Irrigation Drip Lines for L-Hs

4/27/2012

15400-00

Other Equip-Small 07

 

 

300419

#300379)
Lighting for C-10 (Balance of Asset

5/3/2012

15400-00

Other Equip-Small 07

 

 

300402

Mat'l for Tom's Fertilizer Mixing

5/4/2012

15400-00

Production

 

 

300403

Water Treatment
Grundfos Dosing Pump for L-Hs

5/4/2012

15400-00

Pumps (5Y)

 

 

300417

Orchid Ranges
Covers for A/C Units for Optimizers in

5/24/2012

15400-00

Other Equip-Small 07

 

 

300418

Metal Services)
Pallet Racking (15 Units) (David Price

5/24/2012

15400-00

Other Equip-Small 07

 

 

300424

Tom's Fertilizer Mixing System
36 - 330 Gal. Rebottled IBC Totes for

5/24/2012

15400-00

Other Equip-Small 07

 

 

274761

(Hauling Ash)
1979 F-2554 International Truck

5/28/2012

15500-00

Automobiles (5 Years)

 

 

300394

Drive
New Pumping Station for L-Hs, incl.

5/31/2012

15400-00

Other Equip-Small 07

 

 

300395

Lights for L-Hs & L-Hs Path

5/31/2012

15400-00

Other Equip-Small 07

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300404

Station
Berkley Pump for L-Hs Pumping

6/8/2012

15400-00

Pumps (5Y)

 

 

300414

Gardena Knife option, etc.
Cutting Machine with w/Canister,

6/29/2012

15400-00

Ghse Equip-Large 15

 

 

300433

2-Way Radio System - 20 Radios

7/5/2012

15400-00

Small Equipment (10Y)

 

 

300434

Optimizers
Frame for hanging Orchid Climate

7/5/2012

15400-00

Other Equip-Small 07

 

 

179102

East Barn (W/H # 2)
Electric Heat for Grower's Office in

7/6/2012

15300-00

HVAC

 

 

285451

New 84" Skidster Hyd. Angle Broom

7/19/2012

15600-00

Small Equipment (10Y)

 

 

300435

Fans/Circulation
Priva Controls for L-Hs

7/20/2012

15400-00

Other Equip-Small 07

 

 

300439

Cooling Installation
Mat'ls for Orchid Shupping Area

8/2/2012

15400-00

Other Equip-Small 07

 

 

243318

Color/BlkWhite
Cannon 7055 Copier/Printer -

8/9/2012

15700-00

Computer Hardware

 

 

300437

Stakes for New Mum Field

8/9/2012

15400-00

Other Equip-Small 07

 

 

300438

Pipe for New Mum Field

8/9/2012

15400-00

Other Equip-Small 07

 

 

300440

New VFD for Backup Fill Pump

8/9/2012

15400-00

Other Equip-Small 07

 

 

300441

Growing Area (East of L-6)
Dramm Irrig. Drippers for Outside

8/16/2012

15400-00

Other Equip-Small 07

 

 

285452

Volt
2007 - Electric Utility Cart w/ Box - 48

8/23/2012

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285453

Volt
2007 - Electric Utility Cart w/ Box - 48

8/23/2012

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285454

Volt
2007 - Electric Utility Cart w/ Box - 48

8/23/2012

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

300442

Steep & Water Hardware for L-Hs

8/31/2012

15400-00

Other Equip-Small 07

 

 

140212

Mat'ls for Irrigation, Lights in L1

9/6/2012

15200-00

Greenhouse & Systems

 



 

227466

New Underground Storm Drain

9/6/2012

15010-00

Building Improvements

 

 

227465

New Underground Storm Drain

9/14/2012

15010-00

Building Improvements

 

 

300443

Fertilizer System
PVC for Static Mixers for New

9/14/2012

15400-00

Other Equip-Small 07

 

 

300413

A14 to Operate w/ Priva
Upper Units for Orchid Range A10 -

9/28/2012

15400-00

Ghse Equip-Large 15

 

 

300444

C-7 Drainage Pump

9/28/2012

15400-00

Other Equip-Small 07

 

 

163035

(Wiring & Electrical Mat'ls)
Downstairs Offices Remodeling

10/4/2012

15300-00

Misc Bldg Impv 15

 

 

285455

Seat - 48 Volt
2007 - Club Car - Electric w/ Rear Flip

10/4/2012

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

163036

(Extending Ductwork to New Offices)
Downstairs Offices Remodeling

10/11/2012

15300-00

Misc Bldg Impv 15

 

 

300445

Orchid Range
Sureflow Water Treatment System for

10/11/2012

15400-00

Other Equip-Small 07

 

 

300446

#2 North East - L-Hs)
Retubed 2 Supeior Boilers (#3 West &

10/11/2012

15400-00

Booms

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300412

Above, 3 Air Tubes, etc.
3 Optimizers w/ Electrical Panel for

10/19/2012

15400-00

Ghse Equip-Large 15

 

 

190344

Bio-Mass Filter

10/25/2012

15600-00

Greenhouse & Systems

 

 

227467

Concrete for Road Repair

10/26/2012

15010-00

Driveway Repairs

 

 

190345

Wood Boilers
3 Nord Speed Reducers Rebuilt for 3

11/1/2012

15600-00

Greenhouse & Systems

 

 

300449

L-Hs Fans & Ventilation Installation

11/1/2012

15400-00

Other Equip-Small 07

 

 

300450

Fiber for Priva Hook-up to L-Hs

11/1/2012

15400-00

Ghse Equip-Large 15

 

 

300452

Lights Hook-up in L-Hs

11/8/2012

15400-00

Other Equip-Small 07

 

 

163034

(Damian,Fernando, Tom,Anita,etc.)
Downstairs Offices Remodeling

11/9/2012

15300-00

Misc Bldg Impv 15

 

 

243319

for Fernando's Office & Damian's
Cabinets/Work Station, Countertops

11/15/2012

15700-00

Office Equipment

 

 

300447

Priva Upgrade - Connext & L-Hs

12/7/2012

15400-00

Ghse Equip-Large 15

 

 

179103

(W/H # 2)
Paint for Grower's Office in East Barn

12/19/2012

15300-00

Misc Bldg Impv 15

 

 

300457

Vise for Shop Saw

12/19/2012

15400-00

Other Equip-Small 07

 

 

300458

Model PO6LB-11L
Spare Pump for Lake - Crown/Barnes

12/20/2012

15400-00

Pumps (5Y)

 

 

190346

Boiler incl. Installation
Rotary Airlock for Wood Burning

12/27/2012

15600-00

Misc Bldg Impv 15

 

 

227468

Gravel for Road Repair

12/27/2012

15010-00

Driveway Repairs

 

 

300432

A9-A14
Installation of Climate Optimizers for

12/27/2012

15400-00

Ghse Equip-Large 15

 

 

300448

3 Roll-Up Doors for E-10, E12, & D-12

12/27/2012

15400-00

Doors

 

 

300461

Fabric Wall Material

12/27/2012

15400-00

Other Equip-Small 07

 

 

300462

Pipe for Irrigaton System

12/27/2012

15400-00

Other Equip-Small 07

 

 

300464

#1753)
Cooling Work for A9-A14 (Invoice

12/27/2012

15400-00

Ghse Equip-Large 15

 



 

300463

8 Large Roller Tables

12/28/2012

15400-00

Growing

 

 

300456

Control System for L-Hs Lake

12/29/2012

15400-00

Other Equip-Small 07

 

 

300451

Pumping Station
Mat'ls for Control Panel for B-7

12/31/2012

15400-00

Other Equip-Small 07

 

 

300453

Cable for Lighting on Booms

12/31/2012

15400-00

Booms

 

 

300454

Tester for Testing Motors & Cables

12/31/2012

15400-00

Other Equip-Small 07

 

 

300455

Pump Drive for L-Hs Lake

12/31/2012

15400-00

Pumps (5Y)

 

 

300459

Walk-in Cooler

1/16/2013

15400-00

Ghse Equip-Large 15

 

 

300467

Pallet Racking for Faganland

1/17/2013

15400-00

Other Equip-Small 07

 

 

300468

Mat'ls for B7 Pumping Station

1/24/2013

15400-00

Other Equip-Small 07

 

 

190347

Room
Insulation for Cyclone in Wood Boiler

1/25/2013

15600-00

Misc Bldg Impv 15

 

 

300469

Room
2 Modine Heaters for Wood Boiler

1/25/2013

15400-00

Heavy Equipment (15 Years)

 

 

190348

Expansion Joints for Wood Boiler

1/31/2013

15600-00

Misc Bldg Impv 15

 

 

285457

lb., 90 degree
Vestil Self-Dumping Hopper - 4,000

1/31/2013

15600-00

Hopper

 

 

274762

of Carts
1992 Stoughton Trailer - for Storage

2/11/2013

15500-00

Trailer (5Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

274763

of Carts
1992 Stoughton Trailer - for Storage

2/11/2013

15500-00

Trailer (5Y)

 

 

274764

Carts
1997 Pines Trailer - for Storage of

2/11/2013

15500-00

Trailer (5Y)

 

 

274765

Carts
1997 Wabash Trailer - for Storage of

2/11/2013

15500-00

Trailer (5Y)

 

 

274766

Carts
1997 Wabash Trailer - for Storage of

2/11/2013

15500-00

Trailer (5Y)

 

 

274767

of Carts
1995 Trailmobile Trailer - for Storage

2/11/2013

15500-00

Trailer (5Y)

 

 

190350

Wood Boiler #2, FLS #4
Rebuild Nord Speed Reducer for

2/14/2013

15600-00

Heavy Equipment (15 Years)

 

 

190352

Project in Wood Boiler Room
Aluminum Sheets for Insulation

2/14/2013

15600-00

Misc Bldg Impv 15

 

 

190349

in Wood Boiler Room
Labor to Insulate Cyclone/ Duct Work

2/15/2013

15600-00

Misc Bldg Impv 15

 

 

300472

System
Mat'ls for B-7 Water Treatment

2/21/2013

15400-00

Other Equip-Small 07

 

 

300474

System & Pumping Station
Mat'ls for B-7 Water Treatment

2/21/2013

15400-00

Other Equip-Small 07

 

 

300481

Lighting System in Mini-Orchid Range

2/21/2013

15400-00

Growing

 

 

300482

Rooms - Both North & South
Safety Sensor Installation for Soil

2/21/2013

15400-00

Other Equip-Small 07

 

 

22026

System
Concrete for B-7 Water Treatment

2/22/2013

15200-00

Concrete

 

 

300475

Pumping Station
Wire for B-7 New Panel Bldg. for

2/22/2013

15400-00

Other Equip-Small 07

 

 

130198

Panels for North-2 Production Area

2/28/2013

15200-00

Greenhouse & Systems

 



 

22027

System
Mat'ls for B-7 Water Treatment

2/28/2013

15200-00

Greenhouses & Systems

 

 

285458

lb., 90 degree
Vestil Self-Dumping Hopper - 4,000

2/28/2013

15600-00

Hopper

 

 

300476

Water Treatment System
32 Copper Alloy Electrodes for B-7

2/28/2013

15400-00

Other Equip-Small 07

 

 

300478

Station and Water Treatment System
Electrical Materials for B-7 Pumping

2/28/2013

15400-00

Other Equip-Small 07

 

 

300473

Treatment System
Electrical Work for B-7 Water

3/7/2013

15400-00

Other Equip-Small 07

 

 

163037

Move and remodel upstairs Kitchen

3/15/2013

15300-00

Misc Bldg Impv 15

 

 

163038

Room
Cutting Room by Coolerby South Soil

3/15/2013

15300-00

Misc Bldg Impv 15

 

 

300460

Firebreak Cloth for A-Hs & C-Hs

3/15/2013

15400-00

Ghse Equip-Large 15

 

 

300470

Mat'ls for B7 Water Treatment System

3/15/2013

15400-00

Ghse Equip-Large 15

 

 

300483

Shade for Mini-Orchid Range

3/21/2013

15400-00

Ghse- Energy Curtains 10

 

 

22028

System
Mat'ls for B-7 Water Treatment

3/22/2013

15200-00

Greenhouses & Systems

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300484

Table Runners for Mini-Orchid Range

3/28/2013

15400-00

Growing

 

 

300477

Treatment & Irrigation Sys.
Honeywell Controls for B-7 Water

4/4/2013

15400-00

Other Equip-Small 07

 

 

300471

Roller Bon for D-5

4/5/2013

15400-00

Other Equip-Small 07

 

 

300490

Irrigation/Heat
Johnson Pump for Orchids Zone 11

4/11/2013

15400-00

Pumps (5Y)

 

 

190351

Wood Boiler
Rebuild Nord Speed Reducer for

4/25/2013

15600-00

Heavy Equipment (15 Years)

 

 

300485

Drippers for Higher Density Pots

4/25/2013

15400-00

Other Equip-Small 07

 

 

300489

Orchids
Zone A/B Heat Modifications for MIni-

4/25/2013

15400-00

Ghse Equip-Large 15

 

 

300487

Pulleys, Clips, etc. for hanging Poly.

5/2/2013

15400-00

Other Equip-Small 07

 

 

300488

85 Swivel Stools (Wooden)

5/9/2013

15400-00

Other Equip-Small 07

 

 

300486

Conveyor
Portable Conveyors - 20' Channel

5/17/2013

15400-00

Ghse Equip-Large 15

 

 

300479

Orchid Range and on Booms in C3-8
Electrical Materials forLights in Mini-

5/30/2013

15400-00

Booms

 

 

300480

Orchid Range
Electrical Materials forLights in Mini-

6/6/2013

15400-00

Other Equip-Small 07

 

 

300466

Bal. due on Rotofilter - Asset #300382

6/21/2013

15400-00

Other Equip-Small 07

 

 

300491

Trailers
Retaining Blocks for Cart Storage

6/21/2013

15400-00

Other Equip-Small 07

 

 

300492

Range
Cable, etc. for New Mini Orchid

6/21/2013

15400-00

Growing

 

 

70046

Labor for Connecting B-Hs & C-Hs.

6/21/2013

15200-00

Greenhouses

 

 

243325

Room (Small)
70 Inch TV for Downstairs Conference

6/27/2013

15700-00

Office Equipment

 

 

300521

Lighting in Mini-Orchid Range

7/3/2013

15400-00

Growing

 



 

227469

Sidewalk in Front of Offices

7/19/2013

15010-00

Building Improvements

 

 

190353

Airlock for Wood Boiler
Balance of Asset # 190346, Rotary

8/1/2013

15600-00

Heavy Equipment (15 Years)

 

 

300493

East Boiler Room
Retubed 350 HP Superior Boiler in

8/1/2013

15400-00

Heavy Equipment (15 Years)

 

 

300494

Mixing Group for Zone A (Orchid)

8/1/2013

15400-00

Other Equip-Small 07

 

 

300495

Irrigation Heat Exchanger Installed

8/1/2013

15400-00

Ghse Equip-Large 15

 

 

300496

Zones 9,10,11,13,14
Balance on Cooling work done in

8/1/2013

15400-00

Other Equip-Small 07

 

 

300502

Mini - Orchids
Air Handlers - Integro Sys for Priva for

8/2/2013

15400-00

Ghse Equip-Large 15

 

 

227470

Road Behind L-House

8/8/2013

15010-00

Land Improvements 30

 

 

227471

Landscaping in Front of Building

8/8/2013

15010-00

Land Improvements

 

 

300503

2 - UPC Inkjet Printers for Production

8/8/2013

15400-00

Computer Software & Hardware (5 Y)

 

 

227472

Building
Fence forLandscaping in Front of

8/15/2013

15010-00

Land Improvements

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

 

227473

Waterway Between Center Lakes

8/16/2013

15010-00

Greenhouse & Systems

 

 

300504

work with the Air Compressor
500 cfm Compressed Air Dryer - to

8/22/2013

15400-00

Small Equipment (10Y)

 

 

285459

Mow-N-Vac
Tow-Behind Lawn Vacuum - Agri-Fab

8/29/2013

15600-00

Small Equipment (10Y)

 

 

190354

System
10 Disc Screener for Wood Boiler

9/12/2013

15600-00

Heavy Equipment (15 Years)

 

 

190355

Incl Installation
Incline Conveyor for Wood Boiler Sys.

9/12/2013

15600-00

Heavy Equipment (15 Years)

 

 

300509

Cable for Cravo Roof

9/12/2013

15400-00

Other Equip-Small 07

 

 

190356

# 2
Nord Speed Reducer for Wood Boiler

9/19/2013

15600-00

Heavy Equipment (15 Years)

 

 

227474

other side of Drive)
Orchid Lake (East of B/C House -

9/19/2013

15010-00

Greenhouse & Systems

 

 

227475

2 - Pond Airation Buildings

9/19/2013

15010-00

Greenhouse & Systems

 

 

300511

Applications
Robuschi Blower for Chemical Mist

9/19/2013

15400-00

Other Equip-Small 07

 

 

190357

out behind Wood Boiler Room
Fabric Building Package Structure for

9/20/2013

15600-00

Heavy Equipment (15 Years)

 

 

300513

on new Air Compressor
Fabricate & Installl Intake Duct work

9/20/2013

15400-00

Other Equip-Small 07

 

 

300497

Heating & Cooling
Honeywell Plug Valves for Mini-Orchid

9/26/2013

15400-00

Other Equip-Small 07

 

 

179104

Concrete for Orchid Loading Docks

9/27/2013

15300-00

Concrete

 

 

227476

Road to Center Lake Pump House

10/3/2013

15010-00

Driveway Repairs

 

 

300506

for Ponds
2 Exhaust Fans for Aeration System

10/3/2013

15400-00

Other Equip-Small 07

 



 

179105

Panels, Installed
Orchid Loading Docks - White Steel

10/10/2013

15300-00

Small Equipment (10Y)

 

 

300505

Aeration System for Ponds

10/10/2013

15400-00

Ghse Equip-Large 15

 

 

110146

Concrete for C-D House Waterway

10/11/2013

15200-00

Concrete

 

 

179106

Loading Docks
3 Modular Dock Bridges for Orchid

10/24/2013

15300-00

Heavy Equipment (15Y)

 

 

190358

Sy
into Existing Ringline for Wood Boiler
Installation of Prefab Expansion Joint

10/24/2013

15600-00

Structual & Systems Improvement (15Y)

 

 

300515

Replacement)
Firebreak Cloth for B1-8 (

10/24/2013

15400-00

Ghse Equip-Large 15

 

 

190359

For Wood Chip Storage Add-On

10/25/2013

15600-00

Structual & Systems Improvement (15Y)

 

 

300507

System for Ponds
Meter System for Monitoring Aeration

10/31/2013

15400-00

Small Equipment (10Y)

 

 

300508

Set W/MVP 115/230V
Wire Welder (Millermatic 211 Auto-

10/31/2013

15400-00

Small Equipment (10Y)

 

 

300522

Ponds
Electrical for Irrigation - Airation for

10/31/2013

15400-00

Structual & Systems Improvement (15Y)

 

 

130199

Concrete for Walls in E-9

11/1/2013

15200-00

Structual & Systems Improvement (15Y)

 

 

227477

Shelter)
Gravel by L-House Utility (By Storm

11/7/2013

15010-00

Structual & Systems Improvement (15Y)

 

 

300523

Electrical for Booms in L-House

11/21/2013

15400-00

Structual & Systems Improvement (15Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

189668

(Remodel)
Concrete for North Soil Room Ramp

11/22/2013

15300-00

Structual & Systems Improvement (15Y)

 

 

300498

South Production
Overhead Soil Conveyor System in

11/22/2013

15400-00

Heavy Equipment (15Y)

 

 

300510

6 Ceiling Fans for South Production

11/27/2013

15400-00

Small Equipment (10Y)

 

 

300500

Freight for Asset # 300498

12/5/2013

15400-00

Small Equipment (10Y)

 

 

300501

Freight for Asset # 300499

12/5/2013

15400-00

Small Equipment (10Y)

 

 

300524

Production
Electrical for New Conveyors in South

12/5/2013

15400-00

Structual & Systems Improvement (15Y)

 

 

300512

Blackout Curtains for C7-8

12/10/2013

15400-00

Energy Curtains (10Y)

 

 

300499

Peat Processing & Soil Mixing
Soil Mixing Upgrade to North Soil Rm -

12/13/2013

15400-00

Heavy Equipment (15Y)

 

 

300518

Production
Mat'l for hookup of Heaters in South

12/13/2013

15400-00

Small Equipment (10Y)

 

 

300514

Fabricated and Installed - South Prod.
Duct Shoots for Potting Machin -

12/20/2013

15400-00

Small Equipment (10Y)

 

 

300519

& 2 North Production)
4 Modine Heaters (2 South Production

12/20/2013

15400-00

Small Equipment (10Y)

 

 

300517

E 9
Overhead Door with Sensors in Nrth

12/26/2013

15400-00

Doors

 

 

300525

South Production
Electrical for New Soil Transport. in

12/26/2013

15400-00

Structual & Systems Improvement (15Y)

 

 

300526

North Production
Electrical for New Soil Mixing Line in

12/26/2013

15400-00

Structual & Systems Improvement (15Y)

 

 

300527

Line Instalation
Electrical for North Fill Pump Power

12/26/2013

15400-00

Structual & Systems Improvement (15Y)

 

 

300520

Pipe for Pump Intake - North Lake

12/27/2013

15400-00

Pumps (5Y)

 



 

300516

System
Belt for new Soil Mixing Conveyor

12/28/2013

15400-00

Small Equipment (10Y)

 

 

140213

Echo Tube Braces for L-House

12/30/2013

15200-00

Greenhouse & Systems (30Y)

 

 

274771

(Incl Installaton)
Cargo Heater on Straight Truck #961

12/31/2013

15500-00

Small Equipment (10Y)

 

 

300528

Line Instalation
Electrical for North Fill Pump Power

12/31/2013

15400-00

Structual & Systems Improvement (15Y)

 

 

300549

Electrical Labor for Pond Pump House

1/23/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300545

Tables for MIni-Orchids

1/30/2014

15400-00

Heavy Equipment (15Y)

 

 

300546

Auger for Soil in North Soil Room

1/30/2014

15400-00

Small Equipment (10Y)

 

 

300547

Steamer for E-9

1/30/2014

15400-00

Small Equipment (10Y)

 

 

300556

North Soil Room
Mat'l for New Soil Transport System -

1/30/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300558

Room
New Light Fixtures for North Soil

1/30/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300551

Heat Exchanger

1/31/2014

15400-00

Heavy Equipment (15Y)

 

 

300552

Air Flow Fans for L-5-6

1/31/2014

15400-00

Heavy Equipment (15Y)

 

 

189669

forNorth Soil Room
Floor Plates and Walkway Grating

2/6/2014

15300-00

Structual & Systems Improvement (15Y)

 

 

300548

Steamer for E-9

2/6/2014

15400-00

Small Equipment (10Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

300557

Upgrades - North Soil Room
Mat'l for New Soil Scraping Area &

2/6/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300530

North Boiler room
Addition to new Soil MIxer Sys. -

2/7/2014

15400-00

Heavy Equipment (15Y)

 

 

300531

South Production
Addition to new Soil Transport Sys. -

2/7/2014

15400-00

Small Equipment (10Y)

 

 

300534

System in North Soil Room
Controls for New Soil Transport

2/7/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

285460

Golf Cart w/ Utility Box

2/13/2014

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

300544

#300512)
Freight cgs for Shading in C7-8 (Asset

2/13/2014

15400-00

Energy Curtains (10Y)

 

 

300535

North Soil Room
Controls for New Scraping area in

2/14/2014

15400-00

Small Equipment (10Y)

 

 

300542

Heat Exchanger for L-BoilerRoom

2/21/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

190360

Magnet for Woodchip
Magnet - Tuffman CBS 30 Crossbelt

2/24/2014

15600-00

Small Equipment (10Y)

 

 

274774

2014 Econoline Tilt Flatbed - Black

2/24/2014

15500-00

Trailer (5Y)

 

 

300537

E-Hs
Installation of Silos and Pump Staion -

2/27/2014

15400-00

Pumps (5Y)

 

 

163040

Patrick and Jordan Offices
Wood Blinds for Julie, Mike, Garet,

2/28/2014

15300-00

Structual & Systems Improvement (15Y)

 

 

190361

New Grates for Wood Boilers # 1 & 2

3/6/2014

15600-00

Structual & Systems Improvement (15Y)

 

 

258364

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258365

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258366

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258367

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 



 

258368

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258369

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258370

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258371

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258372

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258373

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258374

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258375

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258376

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258377

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258378

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258379

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258380

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258381

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258382

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258383

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258384

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258385

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258386

HP PRODESK 600MT COMPUTER

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

258387

20 - MS OFFICE STD 2013 LIC.

3/6/2014

15700-00

Computer Software & Hardware (5 Y)

 

 

300553

Boiler Room
Unit Heater for Fertilizer Mixr in L-Hs

3/6/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

300532

w/ 8-piece chute
Pit Scraper for North Soil Room - VBT

3/7/2014

15400-00

Heavy Equipment (15Y)

 

 

300543

Table Runners for B-12, Min-Orchids

3/7/2014

15400-00

Heavy Equipment (15Y)

 

 

300529

57 Moving Tables for Mini-Orchids

3/13/2014

15400-00

Heavy Equipment (15Y)

 

 

300539

PVC for North Soil Room

3/20/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300554

Shade Cloth Replacement - C-7-8

3/20/2014

15400-00

Energy Curtains (10Y)

 

 

300555

Dumpster - 2 yard unit

3/20/2014

15400-00

Small Equipment (10Y)

 

 

300540

Mat'l for South Soil Room

3/27/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300533

Production
Flat Potting Filler Machine for

3/28/2014

15400-00

Heavy Equipment (15Y)

 

 

300559

6 & D 9-12
Install. of HAF Ventilation Fans for L5-

4/3/2014

15400-00

Small Equipment (10Y)

 

 

140214

Concrete for Sorage Area in L-House

4/4/2014

15200-00

Structual & Systems Improvement (15Y)

 

 

163039

Nick's Bathroom and Middle Nick)
Remodeling of Offices (Nick, JZ,

4/11/2014

15300-00

Structual & Systems Improvement (15Y)

 

 

163039

Remodeling of Offices - Additional

4/11/2014

15300-00

Structual & Systems Improvement (15Y)

 

 

300536

L-Hs Irrigation Water
Controls for New Heat Exchanger for

4/11/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300541

Controlers
New Power Supply for Boom

4/11/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

285465

and Sun Top
Club Car _48 Volt Electric w/ Charger

4/17/2014

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

285466

Sun Top and Rear Seat Kit
Club Car _48 Volt Electric w/ Charger,

4/17/2014

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 



 

300538

and L-Utility
Compressor System for A-12, B-7, E
Compressors and Mat'ls for Air

4/17/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300550

Electrical Labor for Horizontal Fans

4/24/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300570

Materials for Heat Exchanger in L-Hs

5/1/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300562

Portable
5 PaceSetter Conveyors - 21.5' -

5/2/2014

15400-00

Heavy Equipment (15Y)

 

 

300563

Assembly Wide Legs - Portable
3 PaceSetter Conveyors - 30'

5/2/2014

15400-00

Heavy Equipment (15Y)

 

 

41365

Range)
Outside Curtain for A 9-12 (Orchid

5/2/2014

15200-00

Energy Curtains (10Y)

 

 

300571

Fiber Optic Line Installation Materials

5/8/2014

15400-00

Office Equipment (7 Years)

 

 

300564

System
Dosing Pump for B-7 Constant Feed

5/16/2014

15400-00

Pumps (5Y)

 

 

300565

Feed System
Dosing Pump for L-Utility Constant

5/16/2014

15400-00

Pumps (5Y)

 

 

300566

Installation - L-House
Electrical work for Horizontal Fan

5/29/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300568

#4 in West Boiler Room
Retubing and other Repair of Boiler

5/29/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

 

 

300569

in West Boiler Room
Replaced multiple Parts of Boiler #2

5/29/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

300567

Lake
Electrical work for Power to North

6/5/2014

15400-00

Structual & Systems Improvement (15Y)

 

 

190363

Wood Boilers #1 & 2.
Wood Feeding System Upgrade for

6/26/2014

15600-00

Heavy Equipment (15Y)

 

 

190362

Conveyor
Wet Ash Conveyor and Central Ash

7/15/2014

15600-00

Structual & Systems Improvement (15Y)

 

 

179107

Loading Docks -
3 Raynor Overhead Doors for Orchid

12/5/2013

15300-00

Doors

 

 

2014-088

cool pad system
A-House improvements-widen aisle,

1/15/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-089

area 2
Third production line in production

1/15/2015

15400-00

Heavy Equipment (15Y)

 

 

2014-089

Previously grouped in 15400-00

1/1/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-093

L-House Booms - 28 additional

3/20/2015

15200-00

Greenhouse & Systems (30Y)

 

 

2014-094

SBI Server

1/2/2015

15700-00

Computer Software & Hardware (5 Y)

 

 

2014-095

Dock Scanning equipment

1/10/2015

15700-00

Computer Software & Hardware (5 Y)

 

 

2014-096

Cart storage lot repair

1/2/2015

15010-00

Structual & Systems Improvement (15Y)

 

 

2014-097

C-D House waterway insulation

1/2/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-098

C-House Dividing Walls (new)

1/2/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-099

E-House floor improvement (raise)

1/2/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-100

E-House water main

1/2/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-101

Orchid pond air diffuser

1/2/2015

15400-00

Small Equipment (10Y)

 



 

2014-102

Visser XL Seeding Drum

1/2/2015

15400-00

Small Equipment (10Y)

 

 

2014-103

Roof poly A-C

1/2/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-104

Range
Rollup doors C9,C10,C11,Orchid

1/2/2015

15200-00

Doors (7Y)

 

 

2014-106

East boiler room air compressor (repl)

1/2/2015

15400-00

Structual & Systems Improvement (15Y)

 

 

2014-107

South Soil Mixing improvements

1/2/2015

15400-00

Small Equipment (10Y)

 

 

2014-108

System
UV Disinfection Unit for Orchid

1/2/2015

15400-00

Small Equipment (10Y)

 

 

2014-109

Seeding room plug filler

1/2/2015

15400-00

Small Equipment (10Y)

 

 

2014-110

Renovate wagons

3/11/2015

15400-00

Heavy Equipment (15Y)

 

 

2014-111

250 Stands

1/2/2015

15400-00

Small Equipment (10Y)

 

 

2014-112

seeding areas
Three table bridges for production and

1/2/2015

15400-00

Small Equipment (10Y)

 

 

2014-113

A/C for Wood Boiler Control Room

1/2/2015

15600-00

Small Equipment (10Y)

 

 

2014-114

Wood Boilers #1 & 2 (190363)
Wood Feeding System Upgrade for

1/2/2015

15600-00

Heavy Equipment (15Y)

 

 

2014-115

Loader
Snow plow for Case 621 Wheel

1/2/2015

15600-00

Small Equipment (10Y)

 

 

2014-116

Agrinomix RN09 Plug Tray Filler

1/2/2015

15400-00

Small Equipment (10Y)

 

 

2014-007

Previously grouped in 15400-00

1/1/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-118

Priva Connext Upgrade D&E-Range

3/3/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-118

Priva Connext Upgrade C-Range

3/3/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-118

Priva Connext Upgrade AB1-6 Range

3/3/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

2014-118

Priva Connext Upgrade Orchid Range

3/3/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-118

Boilers
Priva Connext Upgrade MIDAM2

3/3/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-119

D-House dividing walls

1/20/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-120

E-House HAF System

1/20/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2015-001

General Manager Office carpet

1/16/2015

15700-00

Structual & Systems Improvement (15Y)

 

 

2015-002

Evaporative Cool Cell System

3/10/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2015-003

House
Custom boom irrigation controllers- L-

3/20/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2015-004

Blackout Curtains

3/24/2015

15200-00

Energy Curtains (10Y)

 

 

2015-005

Rytex NXT Predadoor

2/18/2015

15300-00

Doors (7Y)

 

 

2015-006

Offices
Appartment/Exec Washroom/3

2/18/2015

15300-00

Structual & Systems Improvement (15Y)

 

 

2015-007

SCR Battery Charger

2/24/2015

15600-00

Small Equipment (10Y)

 

 

2015-008

production
TouchScreen display for Orchid

3/12/2015

15200-00

Computer Software & Hardware (5 Y)

 

 

2015-009

Septic pump

3/19/2015

15300-00

Pumps (5Y)

 

 

2015-010

Forklift fork extension assembly

3/13/2015

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2015-011

Toyota Forklift 8FGU15

3/15/2015

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2015-012

Tables for Orchids (10)

4/7/2015

15600-00

Small Equipment (10Y)

 

 

2015-013

Remove Race Track

7/23/2015

15010-00

Structual & Systems Improvement (15Y)

 

 

2015-014

Cart pad paving

10/1/2015

15010-00

Structual & Systems Improvement (15Y)

 

 

2015-015

Chiller

10/1/2015

15200-00

Small Equipment (10Y)

 

 

2015-016

Complete retube of #3 East Boiler

10/1/2015

15200-00

Small Equipment (10Y)

 



 

2015-017

Roof poly

10/1/2015

15200-00

Energy Curtains (10Y)

 

 

2015-012

Toyotal HUP lift

8/5/2015

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2015-018

Toyota 8FGU25 Highlift

8/26/2015

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2015-019

(3) Rytec predadoors w/Sensors

9/25/2015

15200-00

Doors (7Y)

 

 

2015-020

Boiler control room flooring

9/4/2015

15300-00

Heavy Equipment (15Y)

 

 

2015-021

Orchid office

12/21/2015

15300-00

Structual & Systems Improvement (15Y)

 

 

2015-022

Orchid office HVAC

12/21/2015

15300-00

Small Equipment (10Y)

 

 

2015-023

New floor tile for drivers' room

11/1/2015

15300-00

Structual & Systems Improvement (15Y)

 

 

2015-024

New floor tile for cafeteria

11/1/2015

15300-00

Structual & Systems Improvement (15Y)

 

 

2015-025

New vinyl floor tile for 4 offices

11/1/2015

15300-00

Structual & Systems Improvement (15Y)

 

 

2015-026

(2) Ridder RW200-34-1.50KW pumps

12/27/2015

15400-00

Pumps (5Y)

 

 

2015-027

61764
Toyota 8FGU15 lift truck s/n 8FGU15-

10/14/2015

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2015-028

1500gal Septic Tank w/risers

12/4/2015

15300-00

Structual & Systems Improvement (15Y)

 

 

2015-029

John Deere X750 tractor

12/18/2015

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2015-030

John Deere X750 tractor

12/18/2015

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2015-031

John Deere X750 tractor

12/18/2015

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2015-032

John Deere X750 tractor

12/18/2015

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2015-033

John Deere X750 tractor

12/18/2015

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2015-034

John Deere X750 tractor

12/18/2015

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2015-035

John Deere X750 tractor

12/18/2015

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2015-036

John Deere X750 tractor

12/18/2015

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2015-037

Radio repeater system

11/5/2015

15700-00

Small Equipment (10Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

2015-038

docks
75' gutter repair for barn by orchid

12/16/2015

15300-00

Structual & Systems Improvement (15Y)

 

 

2015-043

tank
Riser repair for underground diesel

12/30/2015

15600-00

Small Equipment (10Y)

 

 

2015-015

painted whi
Raynor Series ThermaSeal finish
Illinois Valley Door Company-4 9x9-8

12/15/2015

15200-00

Doors (7Y)

 

 

2015-022

Previously grouped in 15300-00

12/15/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2014-093

galvanized steel tubing 20' lengths
Magnum Pipe, Inc-2"x2"x13 gauge

12/15/2015

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-01

LOT
RESURFACE TRAILER PARKING
Starline Construction Co -

4/1/2016

15300-00

Land Improvement (30Y)

 

 

2016-02

W/Lip PO #
parts for old 1YD Mixer, bottom
Bouldin & Lawson, LLC - Twister 1,

2/18/2016

15400-00

Small Equipment (10Y)

 

 

2016-03

3400HD VERTICAL BALERS
Balers Inc. - RECONDITIONED PTR

4/18/2016

15400-00

Heavy Equipment (15Y)

 

 

2016-05

SN#08734000371
Infrared Heater diesel fired
A.G. Industrial Supply Inc - XL9S

1/7/2016

15600-00

Small Equipment (10Y)

 

 

2016-06

969-001 SWITCH MARCH102-8TP
Springfield Electric Supply - HIRS 943-

3/29/2016

15700-00

Structual & Systems Improvement (15Y)

 

 

2016-10

Digital Ignitor
PL Light Systems Philips SKDS 480V

6/3/2016

15200-00

Structual & Systems Improvement (15Y)

 



 

2016-12

Update Zone L-5 L-6
Jade Systems Blackout System

7/1/2016

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-13

Jade Systems Skirting Zone L-5 L-6

7/1/2016

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-18

Update Zone L-5 L-6
Jade Systems Blackout System

8/1/2016

15200-00

Energy Curtains (10Y)

 

 

2016-14

Parking lot
Ski Sealcoating striping/sealing

8/30/2016

15010-00

Structual & Systems Improvement (15Y)

 

 

2016-15

cooler to freezer
Kettman Heating Parts to convert

8/15/2016

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-19

boiler
Jarvis Welding Retube of #2 west

8/15/2016

15200-00

Small Equipment (10Y)

 

 

2016-20

system
Visiplex Voice PA and weather alert

8/15/2016

15200-00

Computer Software & Hardware (5 Y)

 

 

2016-21

system
Visiplex Voice PA and weather alert

8/15/2016

15200-00

Computer Software & Hardware (5 Y)

 

 

2016-22

Global Wheel Lok Restraint
Arbon Equipment Rite Hite GWL 2300

8/15/2016

15500-00

Small Equipment (10Y)

 

 

2016-23

SHELF
Container Centralen CC BASE CC

8/15/2016

15500-00

Small Equipment (10Y)

 

 

2016-24

KAW084
2015 Kawasaki 80Z7 Loader STK

9/1/2016

15400-00

Heavy Equipment (15Y)

 

 

2016-25

Agrinomix, Inc. KVXL Tray & Pot Filler

9/16/2016

15400-00

Small Equipment (10Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

 

 

2016-26

2016 Ford F-250

10/3/2016

15500-00

Automobiles (5 Years)

 

 

2016-27

Jade Systems Tempered Glass

10/1/2016

15200-00

Energy Curtains (10Y)

 

 

2016-28

convert cooler to freezer
Kettman Heating Parts and labor to

10/1/2016

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-29

Covering C7- C10
Van Wingerden Greenhouse Roof

11/1/2016

15200-00

Energy Curtains (10Y)

 

 

2016-30

Control Panel and software
Hernandez Electronics Water System

11/1/2016

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-31

Hupp Toyotalift- Industrial Battery

11/1/2016

15500-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2016-32

Wiese 2 Forklifts

11/1/2016

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2016-33

room
Thermo Energy Repair to wood boiler

11/1/2016

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-34

readers and 3 yr servce contract
Barcodes Inc 3 readers repair for 3

11/1/2016

15600-00

Computer Software & Hardware (5 Y)

 

 

2016-36

2300HD VERTICAL BALERS
Balers Inc. - RECONDITIONED PTR

12/1/2016

15400-00

Heavy Equipment (15Y)

 

 

320502

18.947 acres to Nick & Marjie VW

 

15000-00

Land

 

 

2014-AAA

Blue & Co adjustment to land value

 

15000-00

Land

 

 

2014-BBB

FAS
Blue & Co adjustment to reconcile to

 

15400-00

Land

 

 

2014-090

acre
LKE trx MidAm/NVW 14ac@$10K per

 

15000-00

Land

 

 

2014-091

38.866ac@$5454.64 per acre
LKE trx MidAm/NVW

 

15000-00

Land

 



 

2014-092

per acre
LKE trx MidAm/NVW 34.8ac@$10K

 

15000-00

Land

 

 

2016-37

Wiese Forklift

1/3/2017

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2016-38

Wiese 30 Tuggers

1/3/2017

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2016-126

Mcconkey Custom Plastic Shelves

6/1/2017

15600-00

Carts/Shelves (3Y)

 

 

2016-127

Tug Charging Station

5/1/2017

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-150

B/C Pathway

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2016-175

Agrimomix Soil Room Upgrade

5/1/2017

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-300

Degramec Pot Robot

4/1/2017

15400-00

Small Equipment (10Y)

 

 

2016-425

Cart Storage Pad

5/1/2017

15300-00

Structual & Systems Improvement (15Y)

 

 

2016-450

Panels & Blackout

5/1/2017

15200-00

Energy Curtains (10Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

320503

Bruch Bros. Land Parking Area

4/21/1981

15000-00

Land

 

 

2016-425

Cart Storage Pad

5/1/2017

15300-00

Structual & Systems Improvement (15Y)

 

 

3795

Area
Premier Striping- New Cart Staging

1/20/2017

15300-00

Structual & Systems Improvement (15Y)

 

 

3796

Steel Tubing

1/3/2017

15200-00

Structual & Systems Improvement (15Y)

 

 

3797

Pieces
Midwest Caster LG-SP-LE, Metal

1/23/2017

15200-00

Small Equipment (10Y)

 

 

2016-150

B/C Pathway

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2016-127

Tug Charging Station

5/1/2017

15200-00

Structual & Systems Improvement (15Y)

 

 

2016-126

Mcconkey Custom Plastic Shelves

6/1/2017

15600-00

Small Equipment (10Y)

 

 

3801

Plug Popper

2/28/2017

15600-00

Small Equipment (10Y)

 

 

2016-150

B/C Pathway

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2016-425

Cart Storage Pad (Pro-Rated)

5/1/2017

15300-00

Structual & Systems Improvement (15Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

3804

Conveyor Belts

3/1/2017

15600-00

Small Equipment (10Y)

 

 

2017-MAG1

New Pumping Station

12/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

3806

Fork Assemblys for Lifting Pots

3/3/2017

15200-00

Greenhouse & Systems (30Y)

 

 

3807

Bar Code Scanners

3/31/2017

15700-00

Computer Software & Hardware (5 Y)

 

 

3808

66,792 Gallon Tank

4/1/2017

15200-00

Small Equipment (10Y)

 

 

3809

Flood Drain Valves-IL

4/19/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-300A

Shipping Degra-Trade Inv. 1001

4/6/2017

15400-00

Small Equipment (10Y)

 

 

2016-126

Mcconkey Custom Plastic Shelves

6/1/2017

15600-00

Small Equipment (10Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-450

Panels & Blackout

12/31/2017

15200-00

Energy Curtains (10Y)

 

 

3814

Water Main

5/1/2017

15300-00

Structual & Systems Improvement (15Y)

 

 

3815

Control Tower Boom

6/1/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG2

Water Room

12/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

3817

B-7 Pumping Station Roof

6/1/2017

15300-00

Structual & Systems Improvement (15Y)

 

 

3818

Custom Plastic Shelves

6/1/2017

15600-00

Small Equipment (10Y)

 

 

3819

Tractor-2017 Kubota MX5800HST

6/1/2017

15600-00

Bobcat/Tractor/Mower/4 Wheeler (10Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 



 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

3834

Wheels 5x2 & 6x2

8/1/2017

15400-00

Small Equipment (10Y)

 

 

3835

Horizontal Ash Conveyor

8/1/2017

15600-00

Small Equipment (10Y)

 

 

3836

Generator

8/1/2017

15600-00

Small Equipment (10Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG2

Water Room

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG2

Water Room

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhosue Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

3864

LABOR & PARTS

10/1/2017

15400-00

Small Equipment (10Y)

 

 

3865

BOILERS
COMBUSTION TESTING ON 12

10/1/2017

15400-00

Structual & Systems Improvement (15Y)

 

 

3866

8VS NOZZLES

10/1/2017

15400-00

Small Equipment (10Y)

 

 

2017-MAG2

Water Room

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 



 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG2

Water Room

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

3887

Front Parking Lot Striping

1/1/2018

15010-00

Structual & Systems Improvement (15Y)

 

 

3888

Soil Conveyor Assembly

10/1/2017

15400-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

3890

Caulk

11/1/2017

15200-00

Small Equipment (10Y)

 

 

3891

Overhead Crane

11/1/2017

15200-00

Heavy Equipment (15Y)

 

 

3892

GDSN Single

11/1/2017

15700-00

Computer Software & Hardware (5 Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

3910

2007 & 2008 Golf Cart

12/1/2017

15600-00

Electric Cart/Golf Cart/Scooter (7Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 



 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG15

Upgrade Water Room

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG15

Upgrade Water Room

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG15

Upgrade Water Room

1/1/2018

15200-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

1/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2016-505

New Greenhouse Construction

12/31/2017

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

3/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

3/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

2017-MAG19

L-House (Replace Old Concete)

3/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG2

Water Room

12/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

3/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

3964

Overhead Crane

2/1/2018

15400-00

Heavy Equipment (15Y)

 

 

3965

Water Control

2/1/2018

15400-00

Small Equipment (10Y)

 

 

3966

Pallet Rack System for tags

2/1/2018

15600-00

Small Equipment (10Y)

 

 

3967

Rotery Screw  Air Compressor

2/1/2018

15600-00

Small Equipment (10Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 



 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG15

Upgrade Water Room

5/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG15

Upgrade Water Room

5/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG15

Upgrade Water Room

5/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

3/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

3/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

3/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

3992

Cooler Repair

2/1/2018

15600-00

Small Equipment (10Y)

 

 

3993

Battery

3/1/2018

15400-00

Small Equipment (10Y)

 

 

3994

Injectors

3/1/2018

15400-00

Small Equipment (10Y)

 

 

3995

2018 Kubota Tractor MX5800HST

3/1/2018

15600-00

Small Equipment (10Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

4011

Qty. 8 Production Wagon

4/1/2018

15200-00

Heavy Equipment (15Y)

 

 

4012

3 Forklifts

4/1/2018

15400-00

Small Equipment (10Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 



 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG15

Upgrade Water Room

5/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

12/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2017-MAG16

Office Upgrade

5/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG1

Retaining Wall Cart Storage

11/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG1

Retaining Wall Cart Storage

11/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG19

L-House (Replace Old Concete)

12/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG4

Boiler Room Suppy Line

11/1/2018

15200-00

Structual & Systems Improvement (15Y)

 

 

4044

Sweeper

7/1/2018

15400-00

Small Equipment (10Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG2

Production Cart Storage

11/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2017-MAG15

Upgrade Water Room

12/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

2018-MAG3

Shade Cloth

1/1/2020

15900-00

Energy Curtains (10Y)

 

 

2018-MAG8

New Water Room

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG9

Underground Pipe Rupture

11/1/2018

15200-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG9

Underground Pipe Rupture

11/1/2018

15200-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG9

Underground Pipe Rupture

11/1/2018

15200-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG11

New Cart Deck

11/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

4058

Table Loader 50% Deposit

9/1/2018

15400-00

Heavy Equipment (15Y)

 

 

4059

New Machine for production room 2

10/1/2018

15400-00

Greenhouse & Systems (30Y)

 

 

4060

GDSN Single Channel 2501-5000

10/1/2018

15700-00

Computer Software & Hardware (5 Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG2

Production Cart Storage

11/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG3

Shade Cloth

1/1/2020

15900-00

Energy Curtains (10Y)

 



 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-505

New Greenhouse Construction 2018

11/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG2

Production Cart Storage

11/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG1

Retaining Wall Cart Storage

11/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG3

Shade Cloth

1/1/2020

15900-00

Greenhouse & Systems (30Y)

 

 

2018-MAG8

New Water Room

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2018-505

New Greenhouse Construction 2018

12/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG13

Plastic Shelf

1/1/2020

15900-00

Small Equipment (10Y)

 

 

4079

Lawn Mower

12/1/2018

15600-00

Small Equipment (10Y)

 

 

2018-MAG14

Water System Upgrade (Room 1)

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG14

Water System Upgrade (Room 1)

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG3

Shade Cloth

1/1/2020

15900-00

Building & Sturcture Improvement (15 Years)

 

 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG8

New Water Room

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG12

Table Loaders

1/1/2020

15900-00

Heavy Equipment (15Y)

 

 

2019-MAG1

Seed room/moving to Orchid

1/1/2020

15900-00

Building & Sturcture Improvement (15 Years)

 

 

4087

New Machine for production room 2

12/1/2018

15200-00

Small Equipment (10Y)

 

 

4088

Loading Dock Area

1/1/2019

15300-00

Structual & Systems Improvement (15Y)

 

 

4089

Fill in Revine

12/1/2018

15300-00

Building & Sturcture Improvement (15 Years)

 

 

4090

Labor

12/1/2018

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG2

Production Cart Storage

12/1/2018

15300-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG3

Shade Cloth

1/1/2020

15900-00

Energy Curtains (10Y)

 

 

4094

Tile Work (1st Floor Office)

1/1/2019

15300-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG12

Table Loaders

1/1/2020

15900-00

Heavy Equipment (15Y)

 

 

2019-MAG2

Upgrade Sowing Line

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED

 

 

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG4

Flood Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG4

Flood Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

4101

5 Tuggers

1/1/2019

15600-00

Forklift/Tugger/Scissorlift (10Y)

 

 

2019-MAG4

Flood Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG8

New Water Room

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2019-MAG4

Flood Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG5

Shipping Barn Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

4106

PHONE HARDWARE

2/1/2019

15700-00

Computer Software & Hardware (5 Y)

 

 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG14

Water System Upgrade (Room 1)

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2018-MAG8

New Water Room

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG2

Upgrade Sowing Line

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG4

Flood Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG5

Shipping Barn Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG13

Plastic Shelf

3/1/2019

15600-00

Small Equipment (10Y)

 

 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 



 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG3

Shade Cloth

1/1/2020

15900-00

Energy Curtains (10Y)

 

 

2018-MAG8

New Water Room

4/1/2019

15200-00

Greenhouse & Systems (30Y)

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG4

Flood Floor Repairs

4/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG5

Shipping Barn Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG4

Flood Floor Repairs

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2018-MAG10

Updating Cravo

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

2019-MAG1

Seed room/ moving to Orchid

1/1/2020

15900-00

Structual & Systems Improvement (15Y)

 

 

4125

Land Improvements

5/1/2019

15010-00

Land Improvement (30Y)

 

 

4126

Greenhouse
Excavation for Road around

6/1/2019

15010-00

Land Improvement (30Y)

 

 

4127

KVXL Tray & Pot Filler 2015-62

7/1/2019

15400-00

Small Equipment (10Y)

 

 

4128

Seeding Tray Washer 2013-033

7/1/2019

15400-00

Small Equipment (10Y)

 

 

4129

U-RN09-R Plug Tray Filler 2013-044

7/1/2019

15400-00

Small Equipment (10Y)

 

 

4130

XL Drum Seeding Line 2013-022

7/1/2019

15400-00

Small Equipment (10Y)

 

 

RWB

Plastic Tube

1/1/2020

15900-00

Greenhouse & Systems (30Y)

 

 

RWB

Drip Irrigation

1/1/2020

15900-00

Greenhouse & Systems (30Y)

 

 

4133

Ravine Repair

8/1/2019

15010-00

Land Improvement (30Y)

 

 

4134

Boiler Repairs

1/1/2020

15400-00

Small Equipment (10Y)

 

 

RWB

Drip Irrigation

1/1/2020

15900-00

Greenhouse & Systems (30Y)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Trial Balance

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Reporting Adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Fed - Cost/Basis have been REDACTED




Schedule 4.9

Taxes

4.9(g)

The Company utilizes the cash method of accounting. There can be no assurance that the Company will be permitted to continue to do so following Closing.

4.9(h)

The Company participates in a shared services arrangement with Color Point, LLC pursuant to which Color Point, LLC administers various payments, including payroll. This arrangement will be discontinued as of Closing without liability to the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16




Schedule 4.9(j)

Tax Returns

1.Illinois  

2.Iowa  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17




Schedule 4.10

Contracts

1.See items 5-8 on Schedule 4.19.  

2.See item 4 on Schedule 4.5.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18




Schedule 4.11

Real Property

(a) Owned Real Property

1.    TRACT 1: FOURTEEN (14) ACRES OFF THE SOUTH END OF FORTY-TWO (42) ACRES OFF THE WEST SIDE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 33 NORTH, RANGE 1 WEST OF THE THIRD PRINCIPAL MERIDIAN, PUTNAM COUNTY, ILLINOIS.

 

2.    TRACT 2: THAT PART OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 33 NORTH, RANGE 1 WEST OF THE THIRD PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE SOUTH 89 DEGREES 52 MINUTES 44 SECONDS EAST 660.88 FEET ALONG THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE SOUTH 00 DEGREES 37 MINUTES 42 SECONDS EAST 2559.49 FEET; THENCE SOUTH 89 DEGREES 22 MINUTES 18 SECONDS WEST 659.90 FEET TO A POINT ON THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE NORTH 00 DEGREES 38 MINUTES 56 SECONDS WEST 2568.11 FEET ALONG THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 35 TO THE POINT OF BEGINNING, CONTAINING 38.866 ACRES MORE OR LESS AND ALL SITUATED IN GRANVILLE TOWNSHIP, PUTNAM COUNTY, ILLINOIS.

3.    TRACT 3:

    PARCEL I

 

     THAT PART OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 33 NORTH, RANGE I WEST OF THE THIRD PRINCIPAL MERIDIAN MORE PARTICULARLY DESCRIBED AS FOLLOWS:  

     COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 35; THENCE NORTH 00 DEGREES 16 MINUTES 17 SECONDS WEST 2157.00 FEET ON THE WEST LINE OF SAID SECTION 35 TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 00 DEGREES 16 MINUTES 17 SECONDS WEST 330.03 FEET ON SAID WEST LINE; THENCE NORTH 88 DEGREES 45 MINUTES 08 SECONDS EAST 2591.54 FEET; THENCE NORTH 01 DEGREES 14 MINUTES 52 SECONDS WEST 30.20 FEET TO A POINT ON THE CENTERLINE OF A TOWNSHIP ROAD; THENCE SOUTH 83 DEGREES 27 MINUTES 43 SECONDS EAST 44.83 FEET ON SAID CENTERLINE TO A POINT ON THE

 

 

 

 

19




     EAST LINE OF THE SAID SOUTHWEST QUARTER; THENCE SOUTH 00 DEGREES 34 MINUTES 10 SECONDS EAST 352.88 FEET ON SAID EAST LINE; THENCE SOUTH 88 DEGREES 45 MINUTES 08 SECONDS WEST 2637.40 FEET TO THE POINT OF BEGINNING CONTAINING 20.000 ACRES MORE OR LESS, ALL SITUATED IN THE TOWNSHIP OF GRANVILLE, PUTNAM COUNTY, ILLINOIS. PURSUANT TO SURVEY OF J. WILLIAM SHAFER, ILLINOIS PROFESSIONAL LAND SURVEYOR, NO. 2213, DATED SEPTEMBER 6, 2000,  

AND ALSO

PARCEL II

THAT PART OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 33 NORTH, RANGE 1 WEST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS:  

COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 35, THENCE NORTH 00 DEGREES 16' 17" WEST 1450.49 FEET ALONG THE WEST LINE OF THE SAID SOUTHWEST QUARTER TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 00 DEGREES 16'17" WEST 706.51 FEET ALONG SAID WEST LINE; THENCE NORTH 88 DEGREES 45'08" EAST 2637.40 FEET TO A POINT ON THE EAST LINE OF THE SAID SOUTHWEST QUARTER; THENCE SOUTH 00 DEGREES 34'10" EAST

706.45 FEET ALONG SAID EAST LINE; THENCE SOUTH 88 DEGREES 45'08" WEST 2641.08 FEET TO THE POINT OF BEGINNING, ALL SITUATED IN GRANVILLE TOWNSHIP, PUTNAM COUNTY, ILLINOIS.  

EXCEPTING FROM SAID PARCELS I AND II THE FOLLOWING DESCRIBED PARCEL TO-WlT:  

THAT PART OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 33 NORTH, RANGE I WEST OF THE THIRD PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:  

COMMENCING AT THE SOUTHWEST CORNER OF THE SAID SECTION 35; THENCE NORTH 00 DEGREES 16 MINUTES 17 SECONDS WEST 2487.03 FEET ALONG THE WEST LINE OF SAID SECTION 35; THENCE NORTH 88 DEGREES 45 MINUTES 08 SECONDS EAST 1462.66 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 88 DEGREES 45 MINUTES 08 SECONDS EAST 1128.88 FEET; THENCE NORTH 01 DEGREES 14 MINUTES 52 SECONDS WEST 30.20 FEET TO A POINT ON THE CENTERLINE OF A TOWNSHIP ROAD; THENCE SOUTH 83 DEGREES 27 MINUTES 43 SECONDS EAST 44.83 FEET ALONG SAID CENTERLINE TO A POINT ON THE EAST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 35; THENCE SOUTH 00 DEGREES 34 MINUTES 10 SECONDS EAST 1059.34 FEET ALONG THE EAST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 35;

20




THENCE SOUTH 88 DEGREES 45 MINUTES 08 SECONDS WEST 1178.41 FEET; THENCE NORTH 00 DEGREES 16 MINUTES 17 SECONDS WEST l036.54 FEET TO THE POINT OF BEGINNING, CONTAINING 28.00 ACRES MORE OR LESS ALL BEING SITUATED IN GRANVILLE TOWNSHIP, PUTNAM COUNTY, ILLINOIS.

4.  TRACT 7 A part of the Southwest Quarter of Section 35, Township 33 North, Range 1 West of the of the Third Principal Meridian described as follows:  

Commencing at the Southwest Comer of Tract 3 as shown on a plat of VanWingerden Farm Property as prepared by Chamlin and Associates, Inc., signed by James Giordano, Illinois Registered Land Surveyor No. 1850 and recorded in Book 3, Page 215 of the Putnam County Recorder's Office; thence South 01 degrees 33 minutes 47 Seconds West perpendicular to the South line of said Tract 3 for 25.00 feet to the centerline of a Township Road said point being the True Point of Beginning; thence South 88 degrees 26 minutes 13 seconds East 1844.05 feet on the centerline of the Township Road also being 25.00 feet South of the South line of said Tract 3; thence on a curve bearing to the right, tangent to the aforementioned course having an arc length of

295.92 feet and a radius of 604.00 feet on the centerline of the Township Road; thence on a curve bearing to the left tangent with the aforementioned curve having an arc length of 203.47 feet and a radius of 590.31 feet on the centerline of the Township Road; thence South 80 degrees 06 minutes 52 seconds East 245.49 feet on the centerline of the Township Road; thence South l degree 33 minutes 47 seconds West 30.20 feet; thence North 88 degrees 26 seconds 13 minutes West 2558.91 feet to the East Right of Way of Illinois Rt. #89; thence North 3 degrees 24 minutes 35 seconds West 66.07 feet on the East Right of Way of Illinois Rt. #89; thence North 6 degrees 20 minutes 35 seconds West 135.47 feet on the East Right of Way of Illinois Rt. # 89 to the centerline of the Township Road; thence South 88 degrees 26 minutes 13 seconds East 19.77 feet to the True Point of Beginning, containing 10.322 acres more or less mid all being situated in the Granville Township, Putnam County, Illinois.

5. TRACT 6 SIGN EASEMENT INTEREST  

Sign Easement over the property described below for the benefit of Mid-American Growers, Inc. for construction, repair, replacement and the upkeep of signage and landscaping on the below described property, and for ingress and egress over and across the property described herein to and from public roadways adjoining the same for the purposes and uses described herein as reserved in the Deed recorded September 8, 2014 as Document 14-626 described as follows:

That part of the Northwest Quarter of Section 35 and that part of the East Half of the East Half of the Northeast Quarter of Section 34 both in Township 33 North, Range 1 West of the Third Principal Meridian described as follows:

 

 

 

21




Commencing at the Northwest comer of the Northwest Quarter of said Section 35; thence North 87 degrees 44 minutes 41 seconds East 532.11 feet along the North line of the Northwest Quarter of said Section 35; thence South 01 degrees 22 minutes 11 seconds East 1152. 14 feet; thence South 89 degrees 30 minutes 14 seconds West 200.00 feet; thence South 01 degrees 36 minutes 06 seconds East 307.45 feet; thence South 64 degrees 12 minutes 04 seconds East 260.54 feet; thence South 23 degrees 24 minutes 04 seconds East 29.83 feet; thence South 14 degrees 34 minutes 43 seconds West 154.59 feet; thence South 02 degrees 13 minutes 29 seconds West 269.53 feet; thence South 03 degrees 15 minutes 13 seconds East 613.12 feet to a point on the Northerly right of way line of an East-West Township Road; thence South 88 degrees 14 minutes 36 seconds West 348.15 feet along said Northerly right of way line to the Point of Beginning; thence continuing South 88 degrees 14 minutes 36 seconds West 155.68 feet along said Northerly right of way line to a point on the Easterly Right of Way line of Illinois Route 89 (S.A. Rt 3A); thence North 17 degrees 58 minutes 56 seconds West 285.00 feet along said Easterly right of way line of Illinois Route 89; thence North 88 degrees 14 minutes 36 seconds East 91.29 feet; thence South 17 degrees 58 minutes 56 seconds East 137.84 feet; thence South 38 degrees 30 minutes 21 seconds East 176.35 feet to the Point of Beginning containing 0.678 acres more or less and all situated in the Township of Granville, Putnam County, Illinois.

(b) Leased Real Property

1. TRACT 4:

The Northwest Quarter of Section 35, Township 33 North, Range 1 West; and all that part of the Southwest Quarter of said Section 35 which lies North of the North edge of the Right of Way of the public highway running Easterly and Westerly over and across said Southwest Quarter, pursuant to Plat of Survey thereof by E. H. Whitaker, Surveyor, dated January 22, 1908, recorded in the Recorder's Office of Putnam County, Illinois, on June 16, 1908, in Book 65, Page 343, But excepting from all of the above described premises that portion conveyed by John Richardson, et al to Joseph Zaetta by Warranty Deed dated April 30, 1947, and recorded in Book 100 at Page 127 on May 3, 1947, in the Recorder's Office of Putnam County, Illinois, and further excepting from the premises hereinabove conveyed, that portion thereof which lies within the boundaries of Tracts 1, 2 and 3 as shown and more fully described on Survey Plat dated May 10, 1973, by James J, Giordano, Illinois Land Surveyor, # l 850, under the direction of Chamlin and Associates, Inc., and recorded in the Land Records of Putnam County, Illinois in Plat Book 3, Page 215, except the coal and fireclay underlying the surface of said land and all rights and easements in favor of the estate of said coal and fireclay, situated in Putnam County, Illinois.

2. TRACT 5

 

That part of the Northwest Quarter of Section 35, Township 33 North, Range 1 West of the Third Principal Meridian described as follows:  

 

 

22




Commencing at the Northwest comer of the Northwest Quarter of said Section 35; thence North 87 degrees 44 minutes 41 seconds East 532.11 feet along the North line of the Northwest Quarter of said Section 35; thence South 01 degrees 22 minutes 11 seconds East 1152. 14 feet; thence South 89 degrees 30 minutes 14 seconds West

200.00 feet to the Point of Beginning; thence South 01 degrees 36 minutes 06 seconds East 307.45 feet; thence South 64 degrees 12 minutes 04 seconds East 260.54 feet; thence South 23 degrees 24 minutes 04 seconds East 29.83 feet; thence South 23 degrees 24 minutes 04 seconds East 193.77 feet; thence North 88 degrees 26 minutes 46 seconds East 1224.46 feet; thence South 01 degrees 37 minutes 59 seconds East

845.72 feet to a point on the Northerly right of way line of and East-West Township Road; thence South 88 degrees 14 minutes 36 seconds West 1340.28 feet along said Northerly right of way line; thence North 03 degrees 15 minutes 13 seconds West

613.12 feet; thence North 02 degrees 13 minutes 29 seconds East 269.53 feet; thence North 14 degrees 34 minutes 43 seconds East 154.59 feet to the Point of Beginning containing 26.521 acres more or less and all situated in the Township of Granville, Putnam County, Illinois.

Pursuant to an oral lease (the “Oral Farm Lease”), the Company leases, as landlord, the parcel shown on the attached diagram, to Allen Aimone (with a mailing address of County Rd 1240, North Granville, IL 61326), for purposes of growing corn and soybeans. The Oral Farm Lease has historically been renewed on an annual basis and is terminable, without liability to the Company, on or before December 31, 2019. For the avoidance of doubt, all Liabilities relating to or arising out of the Oral Farm Lease shall be Excluded Liabilities, and all amounts collected by the Company pursuant to such Oral Farm Lease shall be considered current assets of the Company for purposes of determining Net Working Capital.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23




Picture 1 




Schedule 4.12

 

Litigation

 

1. The Cerri Matter, which fdor the avoidance of doubt shall be an Excluded Liability. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24




Schedule 4.13

 

Intellectual Property

 

 

(a) Intellectual Property 

1.The Company has common law trademark rights to the name “Mid-American Growers.” 

 

(b)The Company utilizes an ERP system pursuant to software licensed by Color Point.  Color Point will provide substantially identical services pursuant to the Transitional Services Agreement following the Closing. 

 

(c)Ownership of IP 

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25




Schedule 4.14

 

Insurance Policies

 

Picture 2 

 

 

 

 

 

 

 

 

 

 

26




Schedule 4.15

 

Licenses and Permits

 

1.The FESOP. 

2.State of Illinois permit for 10,000 gallon underground gasoline storage tank and 12,000 gallon underground diesel storage tank (collectively, the “Storage Tanks”). 

3.Three-Year Licensed Hem Grower License approved by the State of Illinois Department of Agriculture on October 1, 2019. 

4.Three-Year Registered Hemp Processor License approved by the State of Illinois Department of Agriculture on October 1, 2019. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27




Schedule 4.16

 

Welfare and Benefit Plans

 

The Company’s employees participate in the following Employee Benefit Plans maintained by Color Point:

 

[REDACTED]

 

The Company’s participation in all listed Employee Benefit Plans will terminate effective as of the Closing Date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28




Schedule 4.17

 

Health, Safety and Enviroment

 

Section 4.17(a)

 

The FESOP Deviation.

 

Section 4.17(c)

 

The Storage Tanks.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29




Schedule 4.18

 

Employees

 

1.The Cerri Matter, which for the avoidance of doubt shall be an Excluded Liability. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30




Schedule 4.19

 

Affiliate Transactions

 

1. The Company leases that certain real property commonly known as 14240 Greenhouse Ave, Granville, Illinois, from VWP pursuant to the Commercial Ground Lease with Lessee to Construct Improvements, dated July 29, 2014, between the Company and VWP. 

2.The Guarantees. 

3.Guaranty and Security Agreement, dated December 13, 2017, between AG Credit, as lender, and Emerald Assets, Inc., Clear Sky Enterprises, Inc. and Double Dutch Logistics, Inc. (“Double Dutch”), as guarantors. 

4.Management Agreement, dated April 26, 2014, between the Company and Color Point. 

5.Color Point maintains all insurance policies and Employee Benefit Plans in which the Company participates. 

6.The Company purchases natural gas pursuant to a Natural Gas Transaction Confirmation between Color Point and Direct Energy Business Marketing LLC. 

7.The Company participates in a Demand Response Program with Voltus, Inc. pursuant to a Demand Response Program Agreement, dated March 7, 2018, entered into by Color Point. 

8.Double Dutch provides transportation services utilized by the Company pursuant to a Broker/Shipper Agreement, dated February 2017, entered into by Color Point. 

9.See item 4 on Schedule 4.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31




Schedule 4.21

 

Broker Fees

 

1. Representation Letter, dated July 2, 2019, between Color Point and Gene Hudson Partners, Inc. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32




Scshedule 5.6

 

Compliance with Applicable Laws

 

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33




Schedule 5.7

 

Financial Statements

 

1. See attached. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34




MichiCann Medical Inc.

Financial Statements

For the Year Ended December 31, 2018 and the period from

December 5, 2017 (incorporation) to December 31, 2017

(Expressed in Canadian dollars)




Picture 3 

 

INDEPENDENT AUDITORS' REPORT

 

TO THE SHAREHOLDERS OF MICHICANN MEDICAL INC.

 

Opinion

We have audited the financial statements of MichiCann Medical Inc. (the "Company"), which comprise the statements of financial position as at December 31, 2018 and 2017, and the statements of comprehensive loss, changes in equity, and cash flows for the year ended December 31, 2018 and for the 26-day period ended December 31, 2017, and notes to the financial statements, including a summary of significant accounting policies.

 

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and 2017, and its financial performance and its cash flows for year ended December 31, 2018 and for the 26-day period ended December 31, 2017 in accordance with International Financial Reporting Standards.

 

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.

 

Other Information

Management is responsible for the other information. The other information comprises of Management's Discussion and Analysis.

 

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audits of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

 

We obtained Management's Discussion and Analysis prior to the date of this auditors' report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

 

 

Picture 6 




Picture 5 

 

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

wIdentify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.  

 

wObtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. 

 

wEvaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. 

 

wConclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern. 

 

wEvaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

The engagement partner on the audit resulting in this independent auditors' report is Kevin Yokichi Nishi.

 

Chartered Professional Accountants

 

Picture 8 

Vancouver, British Columbia

May 22, 2019

Picture 7 




MichiCann Medical Inc.

Statements of Financial Position

(Expressed in Canadian dollars)

 

 

December 31,

2018

$

December 31,

2017

$

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

Cash

24,377,286

326,721

Prepaid expenses

50,000

297,917

Loans receivable (Note 3)

 5,700,400

-

Amounts receivable (Notes 3 and 4)

4,810,000

-

 

 

 

Total assets

34,937,686

624,638

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Current liabilities

 

 

Accounts payable and accrued liabilities (Note 6)

161,937

27,442

Convertible debentures (Note 8)

-

533,755

 

161,937

561,197

 

 

 

Non-current liabilities

 

 

Deferred income tax liability (Note 9)

-

25,176

Total liabilities

161,937

586,373

 

 

 

Shareholders’ equity

 

 

 

 

 

Share capital (Note 4)

35,111,680

1

Convertible debentures – equity component (Note 8)

-

70,950

Reserves (Note 4)

1,952,794

-

Subscriptions receivable (Note 4)

(125,000)

-

Deficit

(2,163,725)

(32,686)

 

 

 

Total shareholders’ equity

34,775,749

38,265

 

 

 

Total liabilities and shareholders’ equity

34,937,686

624,638

 

 

 

Approved and authorized for issuance on behalf of the Board of Directors on May 22, 2019 by:

/s/ Michael Marchese

 

 

 

Michael Marchese, Director

 


(The accompanying notes are an integral part of these financial statements)

 

3



MichiCann Medical Inc.

Statements of Comprehensive Loss

(Expressed in Canadian dollars)

 

 

Year ended

December 31,

2018

December 5, 2017

(Incorporation) -

December 31,

2017

 

 

 

Expenses

 

 

  Consulting fees (Note 6)

$           325,000

$           27,083

  Professional fees

53,522

2,442

  Office expenses

7,865

280

Travel

32,921

-

Foreign exchange gain

(25,465)

-

Accretion expense (Note 8)

139,938

2,881

Share-based compensation (Note 4)

1,637,559

-

Loss before income tax

(2,171,340)

(32,686)

  Deferred income tax recovery

40,301

-

 

 

 

Net loss and comprehensive loss for the period

$      (2,131,039)

$         (32,686)

 

 

 

Net loss per share, basic and diluted

$               (0.06)

$         (32,686)

 

 

 

Weighted average shares outstanding

38,474,379

1


(The accompanying notes are an integral part of these financial statements)

 

4



MichiCann Medical Inc.

Statements of Changes in Equity

(Expressed in Canadian dollars)

 

 

 

Share capital

 

 

Subscriptions receivable

$

 

Reserves

$

 

Convertible debentures – equity component

$

Deficit

$

Total shareholders’ equity

$

Number of shares

 

Amount

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 5, 2017 (incorporation)

1

 

1

-

-

-

-

1

Equity component of convertible debentures

-

 

-

-

-

96,126

-

96,126

Deferred income tax on equity component of convertible debentures

-

 

-

-

-

(25,176)

-

(25,176)

Net loss for the period

-

 

-

-

-

-

(32,686)

(32,686)

Balance, December 31, 2017

1

 

1

-

-

70,950

(32,686)

38,265

Equity component of convertible debentures

-

 

-

-

-

56,017

-

56,017

Deferred income tax on equity component of convertible debentures

-

 

-

-

-

(15,125)

-

(15,125)

Convertible debentures exercised

2,024,000

 

1,114,518

-

-

(111,842)

-

1,002,676

Shares issued, net

72,198,181

 

34,312,396

(125,000)

-

-

-

34,187,396

Finders’ warrants issued

-

 

(315,235)

-

315,235

-

-

-

Share-based compensation

-

 

-

-

1,637,559

-

-

1,637,559

Net loss for the year

-

 

-

-

-

-

(2,131,039)

(2,131,039)

Balance, December 31, 2018

74,222,182

 

35,111,680

(125,000)

1,952,794

-

(2,163,725)

34,775,749


(The accompanying notes are an integral part of these financial statements)

 

5



MichiCann Medical Inc.

Statements of Cash Flows

(Expressed in Canadian dollars)

 

 

 

Year ended

December 31,

2018
$

December 5, 2017

(Incorporation) -

December 31,

2017

$

 

 

 

Operating activities

 

 

 

 

 

Net loss for the year

(2,131,039)

(32,686)

 

 

 

Items not affecting cash:

 

 

  Accretion expense

139,938

2,881

  Share based compensation

1,637,559

-

  Unrealized foreign exchange

(25,465)

-

  Deferred income tax recovery

(40,301)

-

 

 

 

Changes in non-cash operating working capital:

 

 

Prepaid expenses

247,917

(297,917)

Accounts payable and accrued liabilities

134,495

27,442

Net cash used in operating activities

(36,896)

(300,280)

 

 

 

Investing activity

 

 

 

 

 

Loans receivable

   (5,700,400)

-

 

 

 

Net cash used in investing activity

  (5,700,400)

-

 

 

 

Financing activities

 

 

 

 

 

Issuance of share capital, net

   29,377,396

1

Convertible debentures issued

385,000

627,000

 

 

 

Net cash provided by financing activities

  29,762,396

627,001

Effect of exchange rate changes on the balance

of cash held in foreign currencies

25,465

-

 

 

 

Increase in cash

24,050,565

326,721

Cash, beginning of period

326,721

 -

 

 

 

Cash, end of period

24,377,286

326,721

 

 

 

Supplemental disclosure of cash flow information (Note 10)

 

 


(The accompanying notes are an integral part of these financial statements)

 

6


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


1.Nature of Business and Continuance of Operations 

 

MichiCann Medical Inc. (the “Company” or “MichiCann”) was a private cannabis investment company incorporated under the laws of Ontario on December 5, 2017. The Company’s head office and registered office is located at 8820 Jane Street, Concord, ON, L4K 2M9 Canada.

 

As at December 31, 2018, the Company had not yet generated any revenue, has working capital of $34,775,749 (2017 - $63,441) and has accumulated losses of $2,163,725 since inception. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements have been prepared under the assumption of a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company estimates that it will have sufficient capital to continue operations for the upcoming year.

 

If the going concern assumption were not appropriate for these financial statements then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the statements of financial position classifications used. Such adjustments could be material.

 

2.Significant Accounting Policies 

 

(a)Statement of Compliance and Basis of Preparation 

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

 

The financial statements have been prepared on a historical cost basis except for financial assets classified as fair value through profit or loss, which are measured at fair value. The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

 

These financial statements were authorized for issue by the Board of Directors on May 22, 2019.

 

(b)Use of Estimates and Judgments 

 

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

 

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

Significant assumptions about the future and other sources of estimated uncertainty that management has made as at the balance sheet dates that could result in a material adjustment to the carrying amount of assets and liabilities in the event that actual results differ from assumptions made, related to, but are not limited to, the following:


7


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


2.Significant Accounting Policies - continued 

 

(b)Use of Estimates and Judgments - continued 

 

Share-based Compensation

The inputs used for share-based compensation calculation. The Company provides compensation benefits to its consultants, directors and officers through a stock option plan. The fair value of each option award is estimated on the date of the grant using the Black-Scholes Option Pricing Model which utilizes subjective assumptions such as expected price volatility and expected life of the option. Share-based compensation expense also utilizes subjective assumption on forfeiture rate. Changes in these input assumptions can significantly affect the fair value estimate.

 

Convertible Debentures

In accordance with the substance of the contractual arrangement, convertible debentures are compound financial instruments that are accounted for separately by their components: a financial liability and an equity instrument. The identification of convertible debenture components is based on interpretations of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount factors and the presence of any derivative financial instruments.

 

Deferred Income Taxes

The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies the tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement. In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the financial statements.

 

(c)Financial Instruments 

 

Financial Assets

 

The Company recognizes a financial asset when it becomes a party to the contractual provisions of the instrument. The Company classifies financial assets at initial recognition as financial assets: measured at amortized cost, measured at fair value through other comprehensive income or measured at fair value through profit or loss.

 

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Assessment and decision on the business model approach used is an accounting judgement.

 

Financial assets measured at amortized costs

 

A financial asset that meets both of the following conditions is classified as a financial asset measured at amortized cost.

- The Company’s business model for such financial assets, is to hold the assets in order to collect contractual cash flows.

- The contractual terms of the financial asset gives rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding.


8


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


2.Significant Accounting Policies - continued 

 

(c)Financial Instruments - continued 

 

A financial asset measured at amortized cost is initially recognized at fair value plus transaction costs directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, net of impairment loss, if necessary.

 

Financial assets measured at fair value through other comprehensive income (“FVTOCI”)

 

For financial assets that are not measured at amortized cost, the Company can make an irrevocable election at initial recognition to classify the instruments at fair value through other comprehensive income ("FTVOCI"), with all subsequent changes in fair value being recognized in other comprehensive income. This election is available for each separate investment. Under this new FTVOCI category, fair value changes are recognized in OCI while dividends are recognized in profit or loss. On disposal of the investment the cumulative change in fair value is not recycled to profit or loss, rather transferred to deficit. The Company does not have any financial assets designated as FTVOCI.

 

Financial assets measured at fair value through profit or loss (“FVTPL”)

 

A financial asset measured at fair value through profit or loss is recognized initially at fair value with any associated transaction costs being recognized in profit or loss when incurred. Subsequently, the financial asset is re-measured at fair value, and a gain or loss is recognized in profit or loss in the reporting period in which it arises.

 

Impairment

 

In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model. The expected credit loss model requires the Company to account for expected credit losses (“ECL”) and changes in those ECL at each reporting date to reflect changes in credit risk since initial recognition of the financial assets.

 

Financial Liabilities

 

Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest-related charges are reported in profit or loss within interest expense, if applicable.

 

As at December 31, 2018, the Company’s financial instruments are comprised of cash, accounts receivable, convertible debt, accounts payable and accrued liabilities.

 

The Company classifies and discloses fair value measurements based on a three-level hierarchy:

 

• Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and

• Level 3 – inputs for the asset or liability are not based on observable market data.


9


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


2.Significant Accounting Policies - continued 

 

(c)Financial Instruments - continued 

 

Compound Financial Instruments

 

Compound financial instruments issued by the Company comprise convertible debt in Canadian dollars that can be converted to common shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

 

The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have a conversion option. The conversion component is initially recognized at the difference between fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and conversion components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the discounted cash flows. Interest related to the financial liability is recognized in profit or loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognized.

 

(d)Impairment of Non-Financial Assets  

 

At the end of each reporting period, the Company reviews the carrying amounts of long-lived assets to determine whether there is an indication that those assets have suffered an impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment charge (if any). The recoverable amount used for this purpose is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its recorded amount, the recorded amount of the asset is reduced to its recoverable amount. An impairment charge is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.

 

(e)Share Capital 

Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated first to common shares based on the market trading price of the common shares at the time the units are issued, and any excess is allocated to warrants.

 

Incremental costs directly attributed to the issuance of common shares are shown in equity as a reduction, net of tax, of the proceeds received on issue. Shares issued for non-monetary consideration are valued based on the fair value of the goods or services received unless the fair value of the shares are a more reliable measure.


10


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


2.Significant Accounting Policies - continued 

(f)Income Taxes 

 

Current income tax

 

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

 

Deferred income tax

 

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(g)Earnings (Loss) Per Share 

Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted loss per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share are the same as the exercise of stock options and share purchase warrants would be anti-dilutive.

(h)Share-based Payments 

 

The grant date fair value of share-based payment awards granted to employees is recognized as stock-based compensation expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

 

Where equity instruments are granted to parties other than employees, they are recorded by reference to the fair value of the services received. If the fair value of the services received cannot be reliably estimated, the Company measures the services received by reference to the fair value of the equity instruments granted, measured at the date the counterparty renders service.


11


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


2.Significant Accounting Policies – continued 

 

(h) Share-based Payments - continued  

 

All equity-settled share-based payments are reflected in contributed surplus, unless exercised. Upon exercise, shares are issued from treasury and the amount reflected in reserves is credited to share capital, adjusted for any consideration paid.

 

(i)Adoption of Accounting Standard 

 

On January 1, 2018, the Company adopted the following accounting pronouncements retrospectively with no restatement of comparative periods:

 

IFRS 15 Revenue from Contracts with Customers

 

The Company adopted IFRS 15 with a date of initial application as of January 1, 2018. IFRS 15 specifies how and when revenue should be recognized as well as requiring more informative and relevant disclosures. The standard supersedes International Accounting Standard (“IAS”) 18 Revenue, IAS 11 Construction Contracts, and a number of revenue-related interpretations. Application of the standard is mandatory and it applies to nearly all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts. The adoption of IFRS 15 did not have an impact on the Company’s financial statements.

 

Recent Accounting Pronouncements 

 

Standards and interpretations issued but not yet effective up to the date of issuance of the Company’s financial statements are listed below and include only those which the Company reasonably expects may be applicable to the Company at a future date. The Company intends to adopt these standards and interpretations when they become effective and does not expect the standards to have a material impact on the financial statements.

 

IFRS 16 Leases 

 

This new standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both the lessee and the lessor. The new standard introduces a single lessee accounting model that requires the recognition of all assets and liabilities arising from a lease. The main features of the new standard are as follows:

 

·An entity identifies as a lease a contract that conveys the right to control the use of an identified asset for a period in exchange for consideration. 

·A lessee recognizes an asset representing the right to use the leased asset, and a liability for its obligation to make lease payments. Exceptions are permitted for short-term leases and leases of low-value assets.  

·A lease asset is initially measured at cost, and is then depreciated similarly to property, plant and equipment. A lease liability is initially measured at the present value of the unpaid lease payments. 

·A lessee presents interest expense on a lease liability separately from depreciation of a lease asset in the statement of profit or loss and other comprehensive income. 

·A lessor continues to classify its leases as operating leases or finance leases, and to account for them accordingly. 

·A lessor provides enhanced disclosures about its risk exposure, particularly exposure to residual-value risk. 

 

The new standard supersedes the requirements in IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.


12


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


2.Significant Accounting Policies – continued 

 

IFRS 16 Leases - continued 

 

These standards are applicable to the Company’s annual period beginning January 1, 2019. The Company does not expect there to be a material impact on adoption.

 

3.Loans Receivable and Amounts Receivable 

 

During the year ended December 31, 2018, the Company advanced a series of funds, totalling $5,700,400, to PharmaCo Inc. (“PharmaCo”), an arms-length party, in the form of a debenture. The debenture is non-interest bearing, unsecured and is due on demand.

During the year ended December 31, 2018, the Company issued 4,810,000 common shares valued at $1.00 per common share for a total value of $4,810,000 to a third-party company, as consideration to settle amounts owed by PharmaCo to the third-party company. The amounts receivable due from PharmaCo of $4,810,000 is non-interest bearing, unsecured and have no fixed terms of repayment.

 

4.Share Capital 

 

Authorized:  

 

Unlimited number of common shares without par value. 

 

Issued: 

 

On January 2, 2018, the Company issued 37,309,999 founder common shares for gross proceeds of $37.

 

On November 21, 2018, the Company issued an aggregate of $1,012,000 principal amount of unsecured convertible debentures (the “Unsecured Debentures”) convertible into one common share of the Company at a price of $0.50 per common share. All Unsecured Debentures were converted into an aggregate of 2,024,000 common shares of the Company on November 21, 2018 (Note 8).

On December 19, 2018, the Company issued 30,078,182 common shares pursuant to a non-brokered financing (first tranche) at a price of $1.00 for aggregate gross proceeds of $30,078,182. The Company paid share issuance costs of $470,340 as finder fees. Subsequent to the year ended December 31, 2018, $125,000 in subscriptions receivable was received.

On December 19, 2018, the Company completed the issuance of 4,810,000 common shares to settle certain debts at a price of $1.00 per common share for a total of $4,810,000.  The shares were issued to settle amounts owned by PharmaCo to a third-party company (Note 3).  

During the period ended December 31, 2017, the Company issued 1 incorporation share for a nominal value.

 

Warrants: 

 

During the year ended December 31, 2018, the Company issued 595,340 finders’ warrants with an exercise price of $1.00 per common share of the Company for a period of two years. The finders’ warrants have a fair value of $315,235 estimated using the Black-Scholes options pricing model with the following weighted average assumptions:

 

Risk-free interest rate

1.89%

Expected term (in years)

2

Estimated dividend yield

0%

Estimated volatility

100.00%


13


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


4.Share Capital - continued 

 

Warrant transactions and the number of warrants outstanding are summarized as follows:

 

 

Number of

Weighted Average

 

Warrants

Exercise Price

Balance at December 31, 2017

-

$                   -

Issued

595,430

1.00

Exercised

-

-

Cancelled

-

-

Balance at December 31, 2018

595,430

$            1.00

 

The following warrants were outstanding at December 31, 2018:

 

Issue Date

 

Expiry Date

Exercise Price

Number of Warrants Outstanding

Number of Warrants Exercisable

 

 

 

 

 

 

December 19, 2018

 

December 19, 2020

$ 1.00

595,340

595,340

 

 

 

 

595,340

595,340

 

Options:

 

On October 1, 2018, the Company granted 2,000,000 stock options to a consultant and an officer of the Company. These stock options vest 12.5% on January 1, 2019, 12.5% on April 1, 2019, 12.5% on July 1, 2019, 12.5% on October 1, 2019, 12.5% on January 1, 2020, 12.5% on April 1, 2020, 12.5% on July 1, 2020 and the remaining 12.5% on October 1, 2020. These stock options have an exercise price of $0.50 per share and expire on October 1, 2023.

 

On October 1, 2018, the Company granted 2,500,000 stock options to consultants of the Company. These stock options vest 25% on January 1, 2019, 25% on April 1, 2019, 25% on July 1, 2019, 25% on October 1, 2019. These stock options have an exercise price of $0.50 per share and expire on October 1, 2023.

 

The options granted during the year ended December 31, 2018 have a fair value of $3,739,048 estimated using the Black-Scholes options pricing model with the following weighted average assumptions:

 

Risk-free interest rate

2.42%

Expected term (in years)

5

Estimated dividend yield

0%

Estimated volatility

100.00%

 

During the year ended December 31, 2018, the Company recognized $1,637,559 in stock-based compensation under graded vesting.


14


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


4.Share Capital - continued  

 

Options transactions and the number of options outstanding are summarized are as follows:  

 

 

Number of

Weighted Average

 

Stock Options

Exercise Price

Balance at December 31, 2017

-

$                   -

Granted

4,500,000

0.50

Exercised

-

-

Cancelled

-

-

Balance at December 31, 2018

4,500,000

$            0.50

 

The following options were outstanding at December 31, 2018:

 

Grant Date

 

Expiry Date

Exercise Price

Number of Options Outstanding

Number of Options Exercisable

 

 

 

 

 

 

October 1, 2018

 

October 1, 2023

$ 0.50

4,500,000

-

 

 

 

 

4,500,000

-

 

5.Financial Instruments and Risks 

(a)Fair Value 

 

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of December 31, 2018 and 2017 as follows:

 

 

Fair Value Measurements Using

 

 

 

 

 

 

 

Quoted prices in

Significant 

 

 

 

active markets

other

Significant

 

 

for identical

observable

unobservable

Balance as at

 

instruments

inputs

inputs

December 31

 

(Level 1)

(Level 2)

(Level 3)

 

 

$

$

$

$

 

 

 

 

 

December 31, 2018

 

 

 

 

Cash

24,377,286

-

-

24,377,286

Loans receivable

5,700,400

-

-

5,700,400

Amounts receivable

4,810,000

-

-

4,810,000

Total

34,887,686

-

-

34,887,686

 

 

 

 

 

Accounts payable and accrued liabilities

161,937

-

-

161,937

Total  

161,937

-

-

161,937

 

December 31, 2017

 

 

 

 

Cash

326,721

-

-

326,721

Total

326,721

-

-

326,721

 

 

 

 

 

Accounts payable and accrued liabilities

27,422

-

-

27,422

Total  

27,422

-

-

27,422


15


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


5.Financial Instruments and Risks - continued 

 

(a)  Fair Value - continued

 

The fair values of other financial instruments, which include accounts payable and accrued liabilities, loans receivable and amounts receivable, approximate their carrying values due to the relatively short-term maturity of these instruments.

 

(b)Credit Risk 

 

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, loans receivable and amounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Deposits held with these institutions may exceed the amount of insurance provided on such deposits. The Company is exposed to significant credit risk on its loans receivable and amounts receivable. The carrying amount of financial assets represents the maximum credit exposure.

 

(c)Foreign Exchange Rate 

 

The Company holds cash in US dollars, as a consequence, the financial results of the Company’s operations as reported in Canadian dollars are subject to changes in the value of the Canadian dollar relative to the US dollar. Therefore, exchange rate movements in the US dollar can have a significant impact on the Company’s operating results due to the translation of monetary assets.

At December 31, 2018, a 10% strengthening (weakening) of the Canadian dollar against the US dollar would have increased (decreased) the Company’s net loss before taxes by approximately $125,000 (December 31, 2017 - $nil).

 

(d)Interest Rate Risk 

 

The Company is not exposed to any significant interest rate risk.

 

(e)Liquidity Risk 

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.


16


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


6. Related Party Transactions 

 

The following is a summary of related party transactions that occurred during the year ended December 31, 2018:

(a)Included in accounts payable and accrued liabilities is $6,250 (2017 - $nil) payable to a director of the Company. Amounts due to related parties have no stated terms of interest and/or repayment. 

(b)  Key management personnel include the directors and officers of the Company. Key management compensation consists of the following: 

 

 

December 31,

2018

$

December 31,

2017

$

Consulting fees paid or accrued to a company controlled by the director of the Company

75,000

6,250

Share-based compensation

280,829

-

 

 

 

 

There were no post-employment benefits, termination benefits or other long-term benefits paid to key management personnel for the year ended December 31, 2018 and period from incorporation on December 5, 2017 to December 31, 2017.

 

7.Capital Management 

 

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity, comprised of issued share capital.

 

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.

 

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains the same for the years presented.


17


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


8.Convertible Debentures 

 

During the year ended December 31, 2018, the Company issued $385,000 in convertible debentures to a group of arms-length lenders. The convertible debentures are non-interest bearing and are convertible into common shares of the Company at a conversion price of $0.50 per common share.

 

On inception, the Company allocated the total proceeds received between the liability and equity components of the convertible debenture using the residual method, based on a discount rate of 18%, which is the estimated cost at which the Company could borrow similar debt without a conversion feature. The liability component with a fair value of $328,983 on inception is measured at amortized cost and is accrued over the expected term to maturity using the effective interest method. The equity component with a fair value of $56,017 on inception is presented as a component of shareholders’ equity.

 

During the period ended December 31, 2017, the Company issued $627,000 in convertible debentures to a group of arms-length lenders. The convertible debentures are non-interest bearing and are convertible into common shares of the Company at a conversion price of $0.50 per common share.

 

On inception, the Company allocated the total proceeds received between the liability and equity components of the convertible debenture using the residual method, based on a discount rate of 18%, which is the estimated cost at which the Company could borrow similar debt without a conversion feature. The liability component with a fair value of $530,874 on inception is measured at amortized cost and is accrued over the expected term to maturity using the effective interest method. The equity component with a fair value of $96,126 on inception is presented as a component of shareholders’ equity.

 

During the year ended December 31, 2018, the total convertible debentures outstanding of $1,012,000 was converted into common shares of the Company.

 

A continuity of the liability portion of the convertible debentures is as follows:

 

 

 

 

Balance, December 5, 2017

$

-

Issuance of convertible debentures

 

530,874

Accretion expense

 

2,881

Balance, December 31, 2017

 

533,755

Issuance of convertible debentures

 

328,983

Accretion expense

 

139,938

Settlement of convertible debentures

 

(1,002,676)

 

 

 

Balance, December 31, 2018

$

-


18


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


9.Income Taxes 

 

The tax effect (computed by applying the Canadian federal and provincial statutory rate) of the significant temporary differences, which comprise deferred income tax assets and liabilities, are as follows:

 

 

2018

2017

 

 

 

 

 

Loss before income taxes

$

(2,171,340)

$

(32,686)

Statutory income tax rate

 

27.00%

 

27.00%

 

 

 

 

 

Expected income tax recovery

 

(586,262)

 

(8,825)

Non-deductible recoveries and other

 

442,626

 

-

Changes in unrecognized deductible temporary differences

 

85,901

 

778

Convertible debentures and others

 

(40,301)

 

-

Unused tax losses and tax offsets not recognized

 

57,735

 

8,047

 

 

 

 

 

Total income tax recovery

$

(40,301)

$

-

 

The significant components of deferred income tax assets and liabilities are as follows:

 

 

 

2018
$

2017

$

 

 

 

Deferred income tax assets

 

 

 

 

 

Non-capital losses carried forward

-

-

Deferred income tax liabilities

-

(25,176)

 

 

 

Net deferred income tax asset (liabilities)

-

(25,176)

 

As at December 31, 2018, the Company has non-capital losses carried forward of approximately $422,000 which are available to offset future years’ taxable income and expires through to 2038.

 

 

 

$

 

 

 

2037

 

(30,000)

2038

 

(392,000)

 

 

 

 

 

(422,000)


19


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


10.Supplemental Disclosure of Cash Flow Information 

 

 

2018

2017

 

 

 

 

 

Additional Information

 

 

 

 

Shares issued for convertible debenture on conversion

$

4,810,000

$

-

Finder’s warrants issued

$

315,235

$

-

 

11. Segmented Information  

The Company currently has an investment in one company in the cannabis industry and operates in one geographic location, being Canada.

 

12.Subsequent Events 

 

On January 15, 2019, the Company granted a total of 1,100,000 stock options to a consultant of the Company. 500,000 of these stock options vest on April 1, 2019. Theses stock options have an exercise price of $1.00 per share and expire on January 15, 2024. The remaining 600,000 of these stock options vest on October 1, 2019. These stock options have an exercise price of $2.50 per share and expire on January 15, 2024.

 

On April 29, 2019, the Company granted 500,000 stock options to a consultant of the Company. These stock options vest 25% on execution of the agreement, 25% on May 30, 2019, 25% on August 30, 2019 and the remaining 25% on December 30, 2019. These stock options have an exercise price of $1.00 per share and expire on April 29, 2024.

 

On May 13, 2019, the Company entered into a non-binding letter of intent with an arm’s length company to acquire greenhouse facilities and equipment in Illinois, United States.  

 

PharmaCo Agreements

 

On January 4, 2019, MichiCann entered into a put/call option agreement (the “Put/Call Option Agreement”) with PharmaCo and its shareholders (“PharmaCo Shareholders”) pursuant to which the PharmaCo Shareholders granted MichiCann the call right to acquire 100% of the issued and outstanding shares of PharmaCo from the PharmaCo Shareholders, and MichiCann granted all of the PharmaCo Shareholders the put right to sell 100% of the issued and outstanding shares of PharmaCo to MichiCann, in exchange for the issuance of 37,000,000 MichiCann Shares in the aggregate (subject to standard anti-dilution protections)  subject to all state and local regulatory approvals including the approval of the Medical Marihuana Licensing Board and/or the Bureau of Medical Marihuana Regulation (“BMMR”) within the Department of Licensing and Regulatory Affairs (“LARA”) in the State of Michigan.

 

On January 4, 2019, MichiCann entered into a debenture purchase agreement (the “Debenture Purchase Agreement”) with PharmaCo (“OpCo”) pursuant to which MichiCann agreed to purchase an up to US $114,734,209 8% senior secured convertible debenture of PharmaCo (the “Opco Debenture”). The Opco Debenture has a maturity date of January 4, 2023 unless the Opco Debenture becomes due earlier.

 

The principal amount of Opco Debenture outstanding is convertible at any time on the earlier of the business day immediately preceding: (i) the Maturity Date; and (ii) the date that is 30 days after the holder received LARA’s written approval of the Holder Application (application seeking permission to convert the Debenture and own the Conversion Shares). In such circumstances, the principal amount of the Opco Debenture is convertible into common shares of Opco at a conversion price equal to the then outstanding balance of the Opco Debenture divided by the total number of Opco Shares then outstanding.


20


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


12.Subsequent Events - continued  

 

PharmaCo Agreements - continued

 

Notwithstanding the foregoing, the conversion of the Opco Debenture is subject to PharmaCo and MichiCann having obtained all required permits from governmental authorities in connection with MichiCann’s ownership of Opco Shares, including, without limitation, all required cannabis licenses or related permits issued by LARA (but excluding any permit or other requirement which arises or may arise under any Excluded Law).

 

The Opco Debenture is secured against the assets of PharmaCo pursuant to a security agreement dated as January 4, 2019.

 

On January 4, 2019, MichiCann advanced USD $21,320,758 as a first tranche under the Opco Debenture, (which, included $5,700,400 in loans receivable by MichiCann pursuant to non-interest-bearing promissory notes) (Note 3).

 

On February 22, 2019, MichiCann advanced USD $6,046,863 as a second tranche under the Opco Debenture.

 

On March 1, 2019, MichiCann advanced USD $11,327,594 as a third tranche under the Opco Debenture.

 

Financings

 

On February 22, 2019, MichiCann issued 4,500,000 common shares pursuant to a non-brokered financing (second tranche) at a price of $1.00 per MichiCann Share for aggregate proceeds of $4,500,000.

 

On February 22, 2019, MichiCann issued 2,240,000 common shares pursuant to a new non-brokered financing at a price of $2.50 per common share for aggregate proceeds of $5,600,000.

 

On February 25, 2019, MichiCann issued $15,000,000 principal amount of senior secured convertible debenture (the “Tidal Debenture”) to Tidal. The Tidal Debenture becomes due and payable (the “Tidal Debenture Maturity Date”) on the earlier of: (i) August 25, 2019 (subject to extension) and (ii) the date that all amounts owning under the Tidal Debenture become due and payable in accordance with the terms of the Tidal Debenture, including following an event of default.

 

The Tidal Debenture is convertible into MichiCann Shares in the event that the Proposed Transaction is not completed prior to the Tidal Debenture Maturity Date and MichiCann instead completes a “Change of Control” or a “Go Public Transaction” as such terms are defined in the Tidal Debenture. In such circumstances, the holder has the right to convert the Tidal Debenture at a price per MichiCann Share equal to the lesser of (i) $2.50 per MichiCann Share; and (ii) a 20% discount to the issue price or effective price per MichiCann Share for any financing completed as part of or concurrently with the Go Public Transaction, if applicable, or the effective purchase price per MichiCann Share in the case of a Change of Control transaction. The Tidal Debenture is secured against the assets of MichiCann pursuant to a general security and pledge agreement dated February 25, 2019 (the “GSA and Pledge Agreement”).  


21


Michicann Medical Inc.  

Notes to the financial statements

December 31, 2018 and 26-Day Period Ended December 31, 2017

(Expressed in Canadian dollars)


12.Subsequent Events - continued  

 

Tidal Royalty Corp. Definitive Agreement

 

On May 8, 2019, the Company has executed a business combination agreement (the “Definitive Agreement”) with Tidal Royalty Corp. pursuant to which Tidal will acquire all of the issued and outstanding shares of the Company (the “Proposed Transaction”).  Under the terms of the Definitive Agreement, all of the issued and outstanding common shares of MichiCann will be exchanged on the basis of 2.08 common shares of Tidal, for each one (1) MichiCann common share, subject to adjustment in certain circumstances as set out in the Definitive Agreement (the “Exchange Ratio”).  Upon completion of the Proposed Transaction, and assuming no other issuances of securities by MichiCann, existing MichiCann and Tidal shareholders will own approximately 80% and 20% of the resulting company (the “Resulting Issuer”), respectively, on a fully diluted basis.  All outstanding options and warrants to purchase MichiCann common shares will be replaced with options and warrants to purchase common shares of the Resulting Issuer in accordance with the Exchange Ratio.

 

The Proposed Transaction will be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario), whereby 2690229 Ontario Inc., a wholly owned subsidiary of the Tidal (“Subco”) will amalgamate with the Company (the “Amalgamation”).  The Proposed Transaction will constitute a “Fundamental Change” of the Company, as such term is defined in the policies of the Canadian Securities Exchange (the “CSE”) and as a result Tidal will be required to obtain the approval of the holders of its outstanding common shares, by simple majority, which it intends to obtain by way of written consent.  The Amalgamation will also require the approval by 66 2/3 of the votes cast by shareholders of MichiCann at a special meeting of shareholders to be held on or before May 24, 2019.

 

Immediately prior to the completion of the Amalgamation, Tidal will (i) complete a share consolidation on an 8:1 basis (the “Consolidation”), (ii) the Company will change its name to “Red White & Bloom Inc.” or such other name.

 

Pursuant to the terms of the Definitive Agreement, the closing of the Proposed Transaction is subject to a number of conditions, including but not limited to (i) obtaining requisite shareholder approvals, (ii) the completion of the Consolidation, the Name Change and the Board Appointments, (iii) obtaining requisite regulatory approvals including the approval of the CSE for the Proposed Transaction and the listing of the common share of the Resulting Issuer, (iv) obtaining escrow agreements from the directors and officers of each of MichiCann and Tidal, and certain shareholders of each of MichiCann, its Michigan based investee and Tidal pursuant to which the escrowed shares would be subject to restrictions on transfer and other dealings and released in three equal tranches over a period of 18 months following the closing of the Proposed Transaction, and (vi) other closing conditions customary for transactions of this nature.


22



MichiCann Medical Inc.

Condensed Interim Financial Statements

For the Six Month Periods Ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)




MichiCann Medical Inc.

Condensed Interim Statements of Financial Position

(Unaudited)

(Expressed in Canadian dollars)

 

 

June 30,

2019

December 31, 2018 (Audited)

 

$

$

Assets

 

 

 

 

 

Current assets

 

 

Cash

2,419,699

24,377,286

Prepaid expenses (Note 9)

3,176,371

50,000

GST receivable

79,639

-

Loans receivable (Note 3)

-

 5,700,400

Amount receivable (Notes 3 and 4)

4,810,000

4,810,000

 

 

 

 

10,485,709

34,937,686

Non-current assets

 

 

  Equipment (Note 10)

10,713

-

  Prepaid expenses

50,000

-

  Interest receivable (Note 6)

1,831,633

-

  Loans receivable (Note 3)

80,413,078

-

 

 

 

 

82,305,424

-

Total assets

92,791,133

34,937,686

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Current liabilities

 

 

Accounts payable and accrued liabilities (Note 6)

478,210

161,937

Convertible debentures (Note 8)

15,000,000

-

Bridge financing (Note 9)

36,422,647

-

Total liabilities

51,900,857

161,937

 

 

 

Shareholders’ equity

 

 

 

 

 

Share capital (Note 4)

45,195,326

35,111,680

Reserves (Note 4)

4,378,524

1,952,794

Subscriptions receivable (Note 4)

-

(125,000)

Deficit

(8,683,574)

(2,163,725)

 

 

 

Total shareholders’ equity

40,890,276

34,775,749

 

 

 

Total liabilities and shareholders’ equity

92,791,133

34,937,686

 

Approved and authorized for issuance on behalf of the Board of Directors on August 28, 2019 by:

/s/ Michael Marchese

 

 

 

Michael Marchese, Director

 


(The accompanying notes are an integral part of these condensed interim financial statements)

 

3



MichiCann Medical Inc.

Condensed Interim Statements of Comprehensive Loss

(Unaudited)

(Expressed in Canadian dollars)

 

 

Three months

ended June 30, 2019

Three months

ended June 30, 2018

Six months

ended June 30, 2019

Six months

ended June 30, 2018

 

$

$

$

$

Expenses

 

 

 

 

  Accretion expense (Note 8)

-

-

-

36,525

  Commissions (Note 9)

2,404,888

-

2,404,888

-

  Foreign exchange loss

1,593,599

-

1,741,600

-

  General and administration

1,203,601

5,835

1,637,946

117,761

  Marketing

174,025

-

174,025

-

Share-based compensation (Note 4)

967,280

-

2,425,730

-

Loss before other item

(6,343,393)

(5,835)

(8,384,189)

(154,286)

 

 

 

 

 

Interest income (Note 3)

1,165,818

-

1,864,340

-

 

 

 

 

 

Net loss and comprehensive loss for the period

(5,177,575)

(5,835)

(6,519,849)

(154,286)

 

 

 

 

 

Net loss per share, basic and diluted

(0.06)

              (0.00)

              (0.08)

        (0.00)

 

 

 

 

 

Weighted average shares outstanding

80,962,182

37,146,000

76,993,071

37,146,000


(The accompanying notes are an integral part of these condensed interim financial statements)

 

4



MichiCann Medical Inc.

Condensed Interim Statements of Changes in Equity

(Unaudited)

(Expressed in Canadian dollars)

 

 

 

Share capital

 

 

Subscriptions receivable

$

 

Reserves

$

 

Convertible debentures – equity component

$

Deficit

$

Total shareholders’ equity

$

Number of shares

 

Amount

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2017

1

 

1

-

-

70,950

(32,686)

38,265

Shares issued, net

37,309,999

 

37

-

-

-

-

37

Equity component of convertible debentures

-

 

-

-

-

56,017

-

56,017

Deferred income tax on equity components of convertible debentures

-

 

-

-

-

(15,125)

-

(15,125)

Net loss for the period

-

 

-

-

-

-

(154,286)

(154,286)

Balance, June 30, 2018

37,310,000

 

38

-

-

111,842

(186,972)

(75,092)

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

74,222,182

 

35,111,680

(125,000)

1,952,794

-

(2,163,725)

34,775,749

Shares issued, net

6,740,000

 

10,083,646

125,000

-

-

-

10,208,646

Share-based compensation

-

 

-

-

2,425,730

-

-

2,425,730

Net loss for the period

-

 

-

-

-

-

(6,519,849)

(6,519,849)

Balance, June 30, 2019

80,962,182

 

45,195,326

-

4,378,524

-

(8,683,574)

40,890,276


(The accompanying notes are an integral part of these condensed interim financial statements)

 

5



MichiCann Medical Inc.

Condensed Interim Statements of Cash Flows

(Unaudited)

(Expressed in Canadian dollars)

 

 

 

Six months ended June 30, 2019

Six months ended June 30, 2018

 

$

$

Operating activities

 

 

 

 

 

Net loss for the period

(6,519,849)

(154,286)

 

 

 

Items not affecting cash:

 

 

 

 

 

  Accretion expense

-

36,525

  Foreign exchange loss

1,741,625

-

  Share-based compensation

2,425,730

-

  Accrued interest income

(1,864,340)

-

 

 

 

Changes in non-cash operating working capital:

 

 

Prepaid expenses

(3,176,371)

283,836

GST receivable

(79,639)

-

Accounts payable and accrued liabilities

316,273

(27,442)

Net cash used in operating activities

(7,156,571)

138,633

 

 

 

Investing activities

 

 

Purchase of equipment

(10,713)

-

Net cash used in investing activities

(10,713)

-

 

 

 

Financing activities

 

 

 

 

 

Issuance of share capital, net

10,208,646

37

Convertible debentures

15,000,000

-

Loan receivable

(76,083,912)

-

Bridge financing

36,422,647

-

 

 

 

Net cash provided by (used in) financing activities

(14,452,619)

37

Effect of exchange rate changes on the balances

of cash held in foreign currencies

(337,684)

-

 

 

 

Increase (decrease) in cash

(21,957,587)

138,670

Cash, beginning of period

24,377,286

326,721

 

 

 

Cash, end of period

2,419,699

465,391

 

 

 

Supplemental disclosure of cash flow information (Note 11)

 

 


(The accompanying notes are an integral part of these condensed interim financial statements)

 

6


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


1.Nature of Business and Continuance of Operations 

MichiCann Medical Inc. (the “Company” or “MichiCann”) is a private cannabis investment company incorporated under the laws of Ontario on December 5, 2017. The Company’s head office and registered office is located at 8820 Jane Street, Concord, ON, L4K 2M9 Canada.

PharmaCo Inc. Agreements

On January 4, 2019, MichiCann entered into a put/call option agreement (the “Put/Call Option Agreement”) with PharmaCo Inc. (“PharmaCo”) and its shareholders (“PharmaCo Shareholders”) pursuant to which the PharmaCo Shareholders granted MichiCann the call right to acquire 100% of the issued and outstanding shares of PharmaCo from the PharmaCo Shareholders, and MichiCann granted all of the PharmaCo Shareholders the put right to sell 100% of the issued and outstanding shares of PharmaCo to MichiCann, in exchange for the issuance of 37,000,000 MichiCann Shares in the aggregate (subject to standard anti-dilution protections)  subject to all state and local regulatory approvals including the approval of the Medical Marihuana Licensing Board and/or the Bureau of Medical Marihuana Regulation (“BMMR”) within the Department of Licensing and Regulatory Affairs (“LARA”) in the State of Michigan.

On January 4, 2019, MichiCann entered into a debenture purchase agreement (the “Debenture Purchase Agreement”) with PharmaCo (“OpCo”) pursuant to which MichiCann agreed to purchase an up to US $114,734,209 8% senior secured convertible debenture of PharmaCo (the “Opco Debenture”). The Opco Debenture has a maturity date of January 4, 2023 unless the Opco Debenture becomes due earlier.

The principal amount and accrued interest of the Opco Debenture outstanding is convertible at any time on or prior to the earlier of the business day immediately preceding: (i) the Maturity Date; and (ii) the date that is 30 days after the holder received LARA’s written approval of the Holder Application (application seeking permission to convert the Debenture and own the Conversion Shares). In such circumstances, the principal amount of the Opco Debenture is convertible into common shares of Opco at a conversion price equal to the then outstanding balance of the Opco Debenture divided by the total number of Opco Shares then outstanding.

Notwithstanding the foregoing, the conversion of the Opco Debenture is subject to PharmaCo and MichiCann having obtained all required permits from governmental authorities in connection with MichiCann’s ownership of Opco Shares, including, without limitation, all required cannabis licenses or related permits issued by LARA (but excluding any permit or other requirement which arises or may arise under any Excluded Law).

As at June 30, 2019, the Company had not yet generated any revenue, has a working capital deficiency of $41,415,148 (December 31, 2018 – working capital of $34,775,749) and has accumulated losses of $8,683,574 (December 31, 2018 - $2,163,725) since inception. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements have been prepared under the assumption of a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company estimates that it will have sufficient capital to continue operations for the upcoming year.

f the going concern assumption were not appropriate for these financial statements then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the statements of financial position classifications used. Such adjustments could be material.


7


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


2.Significant Accounting Policies 

In preparing these condensed interim financial statements, the significant accounting policies applied by management were the same as those that applied to the Company’s audited financial statements for the year ended December 31, 2018, except for the adoption of IFRS 16, Leases, as described below.

(c)Statement of Compliance and Basis of Preparation 

These condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) using accounting principles consistent with International Financial Reporting Standards (“IFRS”) as issued by the IASB. These condensed interim financial statements do not include all of the information required for full annual financial statements. These condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2018.

These condensed interim financial statements have been prepared on a historical cost basis except for financial assets classified as fair value through profit or loss, which are measured at fair value. The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

These condensed interim financial statements were authorized for issue by the Board of Directors on August 28, 2019.

(d)Use of Estimates and Judgments 

The preparation of the condensed interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

In preparing these condensed interim financial statements, management has made significant assumptions which are applied in determining the fair values of the amounts receivable, loans receivable and convertible debentures at the reporting date, including that the transaction with Tidal Royalty Corp. (“Tidal”) will complete timely as described in Note 13 and that the Company will exercise its conversion rights pursuant to the Debenture Purchase Agreement during the current fiscal year. Should the assumptions be incorrect, it would result in a material adjustment to the carrying amount of certain assets and liabilities.

Other significant assumptions about the future and other sources of estimated uncertainty that management has made as at the statement of financial position date that could result in a material adjustment to the carrying amount of assets and liabilities in the event that actual results differ from assumptions made, related to, but are not limited to, the following:

Share-based Compensation

The inputs used for share-based compensation calculation. The Company provides compensation benefits to its consultants, directors and officers through a stock option plan. The fair value of each option award is estimated using the Black-Scholes Option Pricing Model which utilizes subjective assumptions such as expected price volatility and expected life of the option. Share-based compensation expense also utilizes subjective assumption on forfeiture rate. Changes in these input assumptions can significantly affect the fair value estimate.


8


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


2.Significant Accounting Policies - continued 

(b)Use of Estimates and Judgments - continued 

 

Convertible Debentures

In accordance with the substance of the contractual arrangement, convertible debentures are compound financial instruments that are accounted for separately by their components: a financial liability and an equity instrument. The fair value of any derivative feature embedded in the compound financial instrument (other than the equity component, such as an equity conversion feature) is presented as a liability instrument. The identification of convertible debenture components is based on interpretations of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability component is also based on a number of assumptions, including contractual future cash flows, discount factors and the presence of any derivative financial instruments.

 

Deferred Income Taxes

The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the financial statements.

 

Loans and Amounts Receivable

Management applies judgment in the assessment of the collectability of the loans and interest receivable from PharmaCo.

(c)Adoption of Accounting Standard 

 

IFRS 16 Leases

The Company adopted IFRS 16 Leases (“IFRS 16”) effective January 1, 2019. This new standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both the lessee and the lessor. The new standard introduces a single lessee accounting model that requires the recognition of all assets and liabilities arising from a lease. The main features of the new standard are as follows:

 

·An entity identifies as a lease a contract that conveys the right to control the use of an identified asset for a period in exchange for consideration. 

·A lessee recognizes an asset representing the right to use the leased asset, and a liability for its obligation to make lease payments. Exceptions are permitted for short-term leases and leases of low-value assets.  

·A lease asset is initially measured at cost, and is then depreciated similarly to property, plant and equipment. A lease liability is initially measured at the present value of the unpaid lease payments. 

·A lessee presents interest expense on a lease liability separately from depreciation of a lease asset in the statement of profit or loss and other comprehensive income. 

·A lessor continues to classify its leases as operating leases or finance leases, and to account for them accordingly. 

·A lessor provides enhanced disclosures about its risk exposure, particularly exposure to residual-value risk. 

 

The new standard supersedes the requirements in IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

 

The Company reviewed its current operations and noted no impact on the adoption of IFRS 16.


9


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


3.Loans Receivable and Amount Receivable 

During the year ended December 31, 2018, the Company advanced a series of funds, totalling $5,700,400 (USD $4,269,521), to PharmaCo, an arms-length party, in the form of a debenture. The debenture is non-interest bearing, unsecured and is due on demand. As at June 30, 2019, the advances totalling $5,700,400 were transferred into the Opco Debenture, under the terms disclosed in Note 1, and are included in long-term loans receivable.

During the year ended December 31, 2018, the Company issued 4,810,000 common shares valued at $1.00 per common share for a total of $4,810,000 to a third-party, as consideration to settle amounts owed by PharmaCo to the third-party. The amount receivable due from PharmaCo to the Company of $4,810,000 (December 31, 2018 - $4,810,000) is non-interest bearing, unsecured and has no fixed terms of repayment.

During the period ended June 30, 2019, additional funds were advanced under the Opco Debenture for a total of $82,244,711 (USD $62,845,649) outstanding at June 30, 2019. This amount includes the $5,700,400 noted above and $1,831,633 (USD $1,400,654) of accrued interest. The Opco Debenture bears interest at 8% and has a maturity date of January 4, 2023 as disclosed in Note 1.

4.Share Capital 

Authorized:  

Unlimited number of common shares without par value. 

Issued:

On January 2, 2018, the Company issued 37,309,999 founder common shares for gross proceeds of $37.

On November 21, 2018, the Company issued an aggregate of $1,012,000 principal amount of unsecured convertible debentures (the “Unsecured Debentures”) convertible into one common share of the Company at a price of $0.50 per common share. All Unsecured Debentures were converted into an aggregate of 2,024,000 common shares of the Company on November 21, 2018 (Note 8).

On December 19, 2018, the Company issued 30,078,182 common shares pursuant to a non-brokered financing (first tranche) at a price of $1.00 for aggregate gross proceeds of $30,078,182. The Company paid share issuance costs of $470,340 as finder fees. Subsequent to December 31, 2018, $125,000 in subscriptions receivable was received.

On December 19, 2018, the Company completed the issuance of 4,810,000 common shares to settle certain debts of PharmaCo at a price of $1.00 per common share for a total of $4,810,000.  The shares were issued to settle amounts owed by PharmaCo to a third-party company (Note 3).  

On February 22, 2019, the Company issued 4,500,000 common shares pursuant to a non-brokered financing (second tranche) at a price of $1.00 per common share for aggregate proceeds of $4,500,000. The Company paid share issuance costs of $7,286.

On February 22, 2019, the Company issued 2,240,000 common shares pursuant to a non-brokered financing at a price of $2.50 per common share for aggregate proceeds of $5,600,000. The Company paid share issuance costs of $9,068.


10


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


4.Share Capital - continued 

Warrants:

During the year ended December 31, 2018, the Company issued 595,340 finders’ warrants with an exercise price of $1.00 per common share of the Company for a period of two years.

Warrant transactions and the number of warrants outstanding are summarized as follows:

 

Number of

Weighted Average

 

Warrants

Exercise Price

Balance at December 31, 2017

-

$                  -

Issued

595,430

1.00

Exercised

-

-

Cancelled

-

-

Balance at December 31, 2018

595,430

$            1.00

Issued

-

-

Exercised

-

-

Cancelled

-

-

Balance at June 30, 2019

595,430

$            1.00

 

The following warrants were outstanding at June 30, 2019:

 

Issue Date

 

Expiry Date

Exercise Price

Number of Warrants Outstanding

Number of Warrants Exercisable

 

 

 

 

 

 

December 19, 2018

 

December 19, 2020

$ 1.00

595,340

595,340

 

 

 

 

595,340

595,340

Options:

On October 1, 2018, the Company granted 2,000,000 stock options to a consultant and an officer of the Company. These stock options vest 12.5% on January 1, 2019, 12.5% on April 1, 2019, 12.5% on July 1, 2019, 12.5% on October 1, 2019, 12.5% on January 1, 2020, 12.5% on April 1, 2020, 12.5% on July 1, 2020 and the remaining 12.5% on October 1, 2020. These stock options have an exercise price of $0.50 per share and expire on October 1, 2023.

 

On October 1, 2018, the Company granted 2,500,000 stock options to consultants of the Company. These stock options vest 25% on January 1, 2019, 25% on April 1, 2019, 25% on July 1, 2019, 25% on October 1, 2019. These stock options have an exercise price of $0.50 per share and expire on October 1, 2023.

On January 15, 2019, the Company granted a total of 1,100,000 stock options to a consultant of the Company. 500,000 of these stock options vest on April 1, 2019. These stock options have an exercise price of $1.00 per share and expire on January 15, 2024. The remaining 600,000 of these stock options vest on October 1, 2019. These stock options have an exercise price of $2.50 per share and expire on January 15, 2024.

On February 1, 2019, the Company granted 400,000 stock options to a consultant of the Company. These stock options vest 12.5% on October 1, 2019, 12.5% on January 1, 2020, 12.5% on April 1, 2020, 12.5% on July 1, 2020, 12.5% on October 1, 2020, 12.5% on January 1, 2021, 12.5% on April 1, 2021 and the remaining 12.5% on July 1, 2021. These stock options have an exercise price of $1.00 per share and expire on February 1, 2024.


11


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


4.Share Capital - continued 

On April 29, 2019, the Company granted 500,000 stock options to a consultant of the Company. These options vest 25% on April 29, 2019, 25% on May 30, 2019, 25% on August 30, 2019, and 25% on December 30, 2019. These stock options have an exercise price of $1.00 and expire on April 29, 2024.

The options granted during the period ended June 30, 2019 have a fair value of $2,425,730 (2018 - $nil) estimated using the Black-Scholes options pricing model with the following weighted average assumptions:

Risk-free interest rate

1.55%

 

Expected term (in years)

5.00

 

Estimated dividend yield

0%

 

Estimated volatility

100.00%

 

 

During the period ended June 30, 2019, the Company recognized $2,425,730 (2018 - $nil) in share-based compensation under graded vesting.

 

Options transactions and the number of options outstanding are summarized are as follows:  

 

Number of

Weighted Average

 

Stock Options

Exercise Price

Balance at December 31, 2017

-

$                  -

Granted

4,500,000

0.50

Exercised

-

-

Cancelled

-

-

Balance at December 31, 2018

4,500,000

$            0.50

Granted

2,000,000

1.60

Exercised

-

-

Cancelled

-

-

Balance at June 30, 2019

6,500,000

$            0.78

 

The following options were outstanding at June 30, 2019:

 

Grant Date

 

Expiry Date

Exercise Price

Number of Options Outstanding

Number of Options Exercisable

 

 

 

 

 

 

October 1, 2018

 

October 1, 2023

$ 0.50

4,500,000

1,750,000

January 15, 2019

 

January 15, 2024

$ 1.00

500,000

500,000

January 15, 2019

 

January 15, 2024

$ 2.50

600,000

-

February 1, 2019

 

February 1, 2024

$ 1.00

400,000

-

April 29, 2019

 

April 29, 2024

$ 1.00

500,000

250,000

 

 

 

 

6,500,000

2,500,000


12


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


5.Financial Instruments and Risks 

(f)Fair Value 

 

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of June 30, 2019 and December 31, 2018 as follows:

 

Fair Value Measurements Using

 

 

 

 

 

 

 

Quoted prices in

Significant 

 

 

 

active markets

other

Significant

 

 

for identical

observable

unobservable

 

 

instruments

inputs

inputs

 

 

(Level 1)

(Level 2)

(Level 3)

Balance

 

$

$

$

$

 

 

 

 

 

June 30, 2019

 

 

 

 

Cash

2,419,699

-

-

2,419,699

Loans receivable

80,413,078

-

-

80,413,078

Amount receivable

4,810,000

-

-

4,810,000

Total

87,642,777

-

-

87,642,777

 

 

 

 

 

Accounts payable and accrued liabilities

478,210

-

-

478,210

Convertible debentures

15,000,000

-

-

15,000,000

Bridge financing

36,422,647

-

-

36,422,647

Total  

51,900,857

-

-

51,900,857

 

 

 

 

 

December 31, 2018

 

 

 

 

Cash

24,377,286

-

-

24,377,286

Loan receivable

5,700,400

-

-

5,700,400

Amount receivable

4,810,000

-

-

4,810,000

Total

34,887,686

-

-

34,887,686

 

 

 

 

 

Accounts payable and accrued liabilities

161,937

-

-

161,937

Total  

161,937

-

-

161,937

 

The fair values of other financial instruments, which include accounts payable and accrued liabilities, loans receivable and amounts receivable, approximate their carrying values due to the relatively short-term maturity of these instruments.

(g)Credit Risk 

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, loans receivable and amounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Deposits held with these institutions may exceed the amount of insurance provided on such deposits. The Company is exposed to significant credit risk on its loans receivable and amounts receivable. The carrying amount of financial assets represents the maximum credit exposure.


13


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


5.Financial Instruments and Risks - continued 

(h)Foreign Exchange Rate 

The Company has cash and loans receivable denominated in US dollars and, as a consequence, the financial results of the Company’s operations as reported in Canadian dollars are subject to changes in the value of the Canadian dollar relative to the US dollar. Therefore, exchange rate movements in the US dollar can have a significant impact on the Company’s operating results due to the translation of monetary assets.

At June 30, 2019, a 4% strengthening (weakening) of the Canadian dollar against the US dollar would have increased (decreased) the Company’s net loss before taxes by approximately $3,309,000 (December 31, 2018 - 10%, $125,000) for the six-month period ended June 30, 2019.

(i)Interest Rate Risk 

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest earned on cash and cash equivalents is at nominal interest rates, and therefore the Company does not consider interest rate risk to be significant.

As at June 30, 2019, the interest rate on loans receivable and convertible debentures is fixed based on the contracts in place. As such, the Company is exposed to interest rate risk to the extent of these financial assets and liabilities.

(j)Liquidity Risk 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities.

As at June 30, 2019, the Company had a cash balance of $2,419,699 (December 31, 2018 -$24,377,286) available to apply against short-term business requirements and current liabilities of $51,900,857 (December 31, 2018 - $161,937). All of the liabilities presented as accounts payable and accrued liabilities are due within 90 days of June 30, 2019.

6. Related Party Transactions 

The following is a summary of related party transactions that occurred during the period ended June 30, 2019:

(c)Included in accounts payable and accrued liabilities is $147,750 (December 31, 2018 - $6,250) payable to a director of the Company. Amounts due to related parties have no stated terms of interest and/or repayment. 

(d)Included in prepaid expenses is $81,000 (December 31, 2018 - $nil) prepaid to a company owned by a director of the Company. 

(e)Key management personnel include the directors and officers of the Company. Key management compensation consists of the following: 

 

June 30,

2019

$

June 30,

2018

$

Consulting fees paid or accrued to a company controlled by the director of the Company

27,000

18,750

Share-based compensation

301,745

-

 

 

 

 

There were no post-employment benefits, termination benefits or other long-term benefits paid to key management personnel for the periods ended June 30, 2019 and 2018.


14


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


7.Capital Management 

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash, convertible debentures and equity, comprised of issued share capital.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains the same for the periods presented.

 

8.Convertible Debentures 

During the period ended December 31, 2017, the Company issued $627,000 in convertible debentures to a group of arms-length lenders. The convertible debentures were non-interest bearing and are convertible into common shares of the Company at a conversion price of $0.50 per common share.

On issuance, the Company allocated the total proceeds received between the liability and equity components of the convertible debenture using the residual method, based on a discount rate of 18%, which is the estimated cost at which the Company could borrow similar debt without a conversion feature. The liability component with a fair value of $530,874 on inception is measured at amortized cost and is accrued over the expected term to maturity using the effective interest method. The equity component with a fair value of $96,126 on inception is presented as a component of shareholders’ equity and is offset by the deferred income tax recovery of $25,176.

 

During the year ended December 31, 2018, the Company issued additional convertible debentures totaling $385,000 to a group of arms-length lenders. The convertible debentures were non-interest bearing and are convertible into common shares of the Company at a conversion price of $0.50 per common share.

 

On inception, the Company allocated the total proceeds received between the liability and equity components of the convertible debenture using the residual method, based on a discount rate of 18%, which is the estimated cost at which the Company could borrow similar debt without a conversion feature. The liability component with a fair value of $328,983 on inception is measured at amortized cost and is accrued over the expected term to maturity using the effective interest method. The equity component with a fair value of $56,017 on inception is presented as a component of shareholders’ equity.

During the year ended December 31, 2018, the total convertible debentures outstanding of $1,012,000 were converted into common shares of the Company.


15


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


8.Convertible Debentures - continued 

Tidal Royalty Corp. Debenture

During the period ended June 30, 2019, the Company issued a $15,000,000 senior secured convertible debenture (the “Tidal Debenture”) to Tidal. The Tidal Debenture becomes due and payable (the “Tidal Debenture Maturity Date”) on the earlier of: (i) August 25, 2019 (subject to extension) and (ii) the date that all amounts owing under the Tidal Debenture become due and payable in accordance with the terms of the Tidal Debenture, including following an event of default. In the event of a default, the Tidal Debenture will bear interest at 12% per annum.

Subsequent to the six-month period ended June 30, 2019, the Company signed an amendment to this agreement, extending the maturity date of the Tidal Debenture to September 30, 2019.

The Tidal Debenture is convertible into common shares of the Company in the event that the Proposed Transaction, as described in Note 13 with Tidal is not completed prior to the Tidal Debenture Maturity Date and the Company instead completes a “Change of Control” or a “Go Public Transaction” as such terms are defined in the Tidal Debenture. In such circumstances, Tidal has the right to convert the Tidal Debenture into common shares of the Company at a price equal to the lesser of (i) $2.50; and (ii) a 20% discount to the issue price or effective price for any financing completed as part of or concurrently with the Go Public Transaction, if applicable, or the effective purchase price per common share of the Company in the case of a Change of Control transaction. The Tidal Debenture is secured against the assets of the Company pursuant to a general security and pledge agreement dated February 25, 2019 (the “GSA and Pledge Agreement”).

The Company may repay the Tidal Debenture prior to the Tidal Debenture Maturity Date at a price equal to 110% of the principal amount and any accrued interest without the prior written consent of Tidal if (i) the Proposed Transaction with Tidal is not capable of being completed prior to October 25, 2019; and (ii) both the Company and Tidal have acted in good faith and have used all commercially reasonable efforts to complete the Proposed Transaction.

On issuance, the Company determined that the conversion feature met the definition of a derivative liability and elected to measure the entire Tidal Debenture at fair value through profit or loss. This derivative liability component was determined to have a value of $nil as at June 30, 2019.

A continuity of the liability portion of the convertible debentures is as follows:

 

 

 

Balance, December 31, 2017

$

$533,755

Issuance of convertible debentures

 

328,983

Accretion expense

 

139,938

Settlement of convertible debentures

 

(1,002,676)

 

 

 

Balance, December 31, 2018

$

-

Issuance of convertible debentures

 

15,000,000

Balance, June 30, 2019

$

15,000,000


16


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


9.Bridging Finance Inc. Credit Facility 

On June 4, 2019, Bridging Finance Inc. (the “Lender”) entered into a credit agreement (the “Credit Agreement”) with the Company and PharmaCo Inc. (“PharmaCo”) (collectively, the “Borrowers”) pursuant to which the Lender established a non-revolving credit facility (the “Facility”) for the Borrowers in a maximum principal amount of  $36,374,400  (the “Facility Limit”). The purpose of the Facility is so that the Borrowers can purchase certain real estate and business assets in the state of Michigan, to make additional permitted acquisitions and for general corporate and operating purposes.

The obligations under the Facility are due and payable on the earlier of: (a) the termination date (being January 4, 2020); and (b) the acceleration date (being the earlier of the date of an insolvency event or that a demand notice is delivered pursuant to the terms of the Credit Agreement.  

In respect of the advance made by the Lender to the Borrowers under the Facility, the Borrowers agreed to pay the Lender:

a)Interest at the prime rate plus 10.55% per annum calculated and compounded monthly, payable monthly in arrears on the last day of each month; and 

b)A work fee equal to $909,360 (the “Work Fee”).     

The obligations under the Facility are secured by general security agreements on each Borrower, mortgages on certain owned real property of PharmaCo among other security obligations.

As the funds under the Facility (net of the Work Fee, commissions and other transaction expenses of the Lender) were advanced by the Lender directly to MichiCann, MichiCann in turn advanced the funds (net of MichiCann’s transaction expenses) to PharmaCo pursuant to a Promissory Note (the “Promissory Note”) issued by PharmaCo to MichiCann in the principal amount of $30,648,516 (the “Principal”). The Principal is due and payable in full on January 2, 2020 (the “Maturity Date”). PharmaCo may prepay the Principal in full in whole prior to the Maturity Date. Any amounts payable by PharmaCo or MichiCann to the Lender under the Facility will reduce the amount of PharmaCo’s obligations to MichiCann on a dollar for dollar basis under the Promissory Note.

The Company paid financing fees related to the Facility of $2,404,889 which has been included as commission expenses for the six-months period ended June 30, 2019. The Company also deducted a debt service reserve of $3,323,524 from the total principal amount which serves to pay the interest on the Facility as it is incurred. This amount has been included in prepaid expenses with $390,153 deducted from the reserve for interest expense for the six-month period ended June 30, 2019.


17


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


10.Equipment 

 

 

Computer Hardware

 

 

COST

 

Balance, 2018

 

 

 

 

$           -

Additions

 

 

 

 

10,713

 

 

 

 

 

 

Balance, June 30, 2019

 

 

 

 

10,713

 

 

 

 

 

 

ACCUMULATED AMORTIZATION

 

 

 

 

 

Balance, 2018

 

 

 

 

$           -

Charge for year

 

 

 

 

-

 

 

 

 

 

 

Balance, June 30, 2019

 

 

 

 

        -

 

 

CARRYING VALUE

 

December 31, 2018

 

 

 

 

$           -

June 30, 2019

 

 

 

 

$ 10,713

The equipment was not available for use during the six-month period ended June 30, 2019 resulting in no amortization to be recorded during the period.

11.Supplemental Disclosure of Cash Flow Information 

 

 

2019

2018

 

 

 

 

 

Additional Information

 

 

 

 

Shares issued for convertible debenture on conversion

$

-

$

4,810,000

12. Segmented Information  

The Company currently has an investment in one company in the cannabis industry and operates in one geographic location, being Canada.


18


MichiCann Medical Inc.  

Notes to the condensed interim financial statements

For the six months ended June 30, 2019 and 2018

(Unaudited – Expressed in Canadian dollars)


13.   Proposed Transaction

On May 8, 2019, the Company executed a business combination agreement (the “Definitive Agreement”) with Tidal pursuant to which Tidal will acquire all of the issued and outstanding shares of the Company (the “Proposed Transaction”).  Under the terms of the Definitive Agreement, all of the issued and outstanding common shares of MichiCann will be exchanged on the basis of 2.08 common shares of Tidal, for each one (1) MichiCann common share, subject to adjustment in certain circumstances as set out in the Definitive Agreement (the “Exchange Ratio”).  Upon completion of the Proposed Transaction, and assuming no other issuances of securities by MichiCann, existing MichiCann and Tidal shareholders will own approximately 80% and 20% of the resulting company (the “Resulting Issuer”), respectively, on a fully diluted basis.  All outstanding options and warrants to purchase MichiCann common shares will be replaced with options and warrants to purchase common shares of the Resulting Issuer in accordance with the Exchange Ratio.

 

The Proposed Transaction will be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario), whereby 2690229 Ontario Inc., a wholly owned subsidiary of  Tidal (“Subco”) will amalgamate with the Company (the “Amalgamation”).  The Proposed Transaction will constitute a “Fundamental Change” of the Company, as such term is defined in the policies of the Canadian Securities Exchange (the “CSE”) and as a result Tidal will be required to obtain the approval of the holders of its outstanding common shares, by simple majority, which it intends to obtain by way of written consent.  

Immediately prior to the completion of the Amalgamation, Tidal will (i) complete a share consolidation on an 8:1 basis (the “Consolidation”), (ii) the Company will change its name to “Red White & Bloom Inc.” or such other name.

Pursuant to the terms of the Definitive Agreement, the closing of the Proposed Transaction is subject to a number of conditions, including but not limited to (i) obtaining requisite shareholder approvals, (ii) the completion of the Consolidation, the Name Change and the Board Appointments, (iii) obtaining requisite regulatory approvals including the approval of the CSE for the Proposed Transaction and the listing of the common share of the Resulting Issuer, (iv) obtaining escrow agreements from the directors and officers of each of MichiCann and Tidal, and certain shareholders of each of MichiCann, its Michigan based investee and Tidal pursuant to which the escrowed shares would be subject to restrictions on transfer and other dealings and released in three equal tranches over a period of 18 months following the closing of the Proposed Transaction, and (vi) other closing conditions customary for transactions of this nature.

Subsequent to the six-months period ended June 30, 2019, the Company amended this agreement, extending the completion deadline to September 30, 2019.


19



Schedule 10.1(g)

 

Specific Indemnity Items

 

1.All assets, Liabilities, operations and business retained by and assigned to (or intended to be retained by and assigned to) RetainCo as contemplated byt the Pre0Closing Restructuring Transactions and any and all Liabilities related to, or arising out of, the Pre-Closing Restructuring Transactions. 

2.All Liabilities of the Sellers and their Affiliates (other than the Company). 

3.All Liabilities (including the cost and expense of remediation, as provided in Section 6.11 of the Agreement) related to, or arising out of, the previously removed underground storage tank that is the subject of the open LUST file identified as Leaking UST Incident No, 941345, including, without limitation, the II, EPA Violation. 

4.Liabilities related to correction the violations cited in that Notice of Violation (UST) issued on September 17, 2019 by the Office of the Illinois State Fire Marshal. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35




Net Working Capital Schedule

(as of 8/31/2019

 

Picture 9 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36