Upon the mutual execution of this Agreement and conditioned upon Terra Tech’s payment of the Settlement Amount, the Loeb Parties shall assign, convey, transfer and deliver to Terra Tech all of the Loeb Parties’ rights, title and interest in and to the Loeb Parties’ entire Membership Interest in the Medifarm Entities. Contemporaneously with the execution of this Agreement, and in consideration of the Settlement Amount described in Paragraph 1(a)(i) above, the Loeb Parties and Terra Tech shall execute and deliver the securities purchase and sale agreement, attached hereto as Exhibit A (the “ Medifarm Entities Securities Purchase Agreements ”), thereby releasing and transferring to Terra Tech any and all ownership interest in the Medifarm Entities the Loeb Parties may have by, through or under the Medifarm I Operating Agreement, Medifarm RE Operating Agreement and/or Medifarm II Operating Agreement. The Medifarm Entities Securities Purchase Agreements are material and integral parts hereof and are fully incorporated herein by this reference. In addition, the Loeb Parties shall execute, contemporaneously with the execution of this Agreement and the Medifarm Entities Securities Purchase Agreements, the transfer documents, attached hereto as Exhibit B, along with any additional documents that subsequently become necessary for the successful transfer of all licenses, certificates, permits, special use permits, entitlements and approvals relating to the Medifarm Entities and their operation of the medical marijuana cultivation, production and dispensary businesses in Reno, Nevada (collectively, the “Transfer Documents”), in order to commence the process of transferring any and all licenses, certificates, permits, special use permits, entitlements and approvals held by the Loeb Parties, related to the Medifarm Entities and their operation of the medical marijuana cultivation, production and dispensary businesses in Reno, Nevada, to Terra Tech.