EXHIBIT 10.1

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SECURED PROMISSORY NOTE

For value received DEP Nevada, Inc., a Nevada corporation (the “Company”), promises to pay to the undersigned holder or such party’s assigns (the “Holder”) the principal amount set forth above in this secured convertible promissory note (“Note”) with simple interest on the outstanding principal amount at the rate of 5% per annum. Interest shall commence with the date hereof and shall continue on the outstanding principal amount until paid in full or converted. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. All interest and principal shall be due and due and payable, in one balloon payment, six months from the effective date of this Note, i.e., on October 29, 2025 (“Maturity Date”).

1. PAYMENTS, PREPAYMENT.

(a) Payments. All payments of interest and principal shall be in lawful money of the United States of America. All payments shall be applied first to accrued interest, and thereafter to principal.

(b) Prepayment. The Company may prepay this Note in whole or in part at any time prior to the Maturity Date without premium or penalty and without the consent of Holder.

2. SECURITY.

(a) Security for Payment. Company’s performance of its obligations hereunder is secured by a security interest in the collateral specified in the Security Agreement dated as of April 29, 2025, by and between Holder, Company and NMG Long Beach, LLC, a California limited liability company (“Licensee”), as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms (“Security Agreement”). If an Event of Default (defined below) occurs, Holder shall have the rights set forth below and in the Security Agreement.

3. REPRESENTATIONS AND WARRANTIES.

(a) The Company hereby represents and warrants to the Holder as of the date the Note was issued as follows:

(i) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).

(ii) Corporate Power. The Company has all requisite corporate power to issue this Note and to carry out and perform its obligations under this Note. The Company’s Board of Directors (the “Board”) has approved the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.

(iii) Authorization. All corporate action on the part of the Company, the Board and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

(iv) Compliance with Other Instruments. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

(v) Use of Proceeds. The Company shall use the proceeds of this Note solely for paying the tax liabilities of its business, and not for any personal, family or household purpose.

4. EVENTS OF DEFAULT.

If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (b) or (c) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:

(a) The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts due under this Note on the date the same becomes due and payable;

(b) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

(c) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).

5. MISCELLANEOUS PROVISIONS.

(a) Waivers. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

(b) Further Assurances. The Holder agrees and covenants that, at any time and from time to time, the Holder will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Note.

(c) Transfers of Note. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.

(d) Amendment and Waiver. Any term of this Note may be amended or waived with the written consent of the Company and the Holder.

(e) Governing Law. This Note shall be governed by and construed under the laws of the State of Nevada, as applied to agreements among Nevada residents, made and to be performed entirely within the State of Nevada, without giving effect to conflicts of laws principles.

(f) Binding Agreement. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided in this Note.

(g) Counterparts; Manner of Delivery. This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(h) Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.

(i) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to a party shall be sent to the party’s address set forth on the signature page hereto or at such other address(es) as such party may designate by 10 days’ advance written notice to the other party hereto.

(j) Expenses. The Company and the Holder shall each bear its respective expenses and legal fees incurred with respect to the negotiation, execution and delivery of this Note and the transactions contemplated herein.

(k) Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holder, upon any breach or default of the Company under this Note shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Holder of any breach or default under this Note, or any waiver by the Holder of any provisions or conditions of this Note, must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Note, or by law or otherwise afforded to the Holder, shall be cumulative and not alternative.

(l) Entire Agreement. This Note and the Security Agreement together constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein or therein.

(m) Exculpation. The Holder acknowledges that the Holder is not relying on any person, firm or corporation, other than the Company and its officers and Board members, in making its investment or decision to invest in the Company.

(n) Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this subsection being untrue.

[Signature page follows]

The parties have executed this SECURED PROMISSORY NOTE as of the date first noted above.

EXHIBIT 10.2

SECURITY AGREEMENT

This Security Agreement (the “Security Agreement”), effective as of April 29, 2025 (the “Effective Date”), is made and entered into by and between DEP Nevada, Inc., a Nevada corporation (“Borrower”), NMG Long Beach, LLC, a California limited liability company (“Licensee”) and SGC Retail Partners LLC, a Nevada limited liability company (“Secured Party”).

WHEREAS, contemporaneously herewith, Secured Party will lend to Borrower the principal amount of Five Hundred Eighty Seven Thousand Dollars ($587,000.00) and Borrower will issue and deliver to Secured Party a secured promissory note (the “Note”) in the principal amount of Five Hundred Eighty Seven Thousand Dollars ($587,000.00);

WHEREAS, Borrower will use the $587,000.00 loan principal to pay the outstanding tax obligations of Licensee, to Licensee’s benefit; and

WHEREAS, as a condition to the Note, the Secured Party requires Borrower and Licensee to enter into this Security Agreement to grant Secured Party a security interest in the Collateral (as defined below);

NOW, THEREFORE, in consideration of the above recitals which are fully incorporated into this Security Agreement, the mutual promises and covenants set forth herein, and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereto agree as follows.

1. Grant of Security Interest by Borrower. As collateral security for payment by Borrower of Five Hundred Eighty Seven Thousand Dollars ($587,000.00) due under the Note (the “Obligations”), Borrower hereby grants to Secured Party a security interest in and on all of Borrower’s right, title, and interest in and to all of the following collateral, whether now owned or hereafter acquired or existing (the “Borrower Collateral”):

a. Eighty percent (80%) of all of the issued and outstanding membership interests in and to Licensee (the “Pledged Interests”), which Borrower hereby pledges to Secured Party, and hereby creates a continuing first priority lien and security interest in favor of Secured Party in and to all of Borrower’s right, title and interest in and to the Pledged Interests and all proceeds and products thereof, wherever located, whether now existing or hereafter from time to time arising or acquired; and

b. all proceeds of any and all of the Pledged Interests and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warranty, or guaranty, payable by reason of loss or damage to, or otherwise with respect to any of the Pledged Interests.

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2. Grant of Additional Security Interest by Licensee. As additional collateral security for payment by Borrower of the Obligations, Licensee hereby grants to Secured Party a security interest in and on all of Licensee’s right, title, and interest in and to all of the following collateral, whether now owned or hereafter acquired or existing (the “Licensee Collateral”):

a. all Equipment of Licensee, as defined in the Nevada Uniform Commercial Code (the “UCC”), including, without limitation, equipment in all of its forms wherever located, including, without limitation, all machinery and other goods, furniture, furnishings, fixtures, office supplies, and all other similar types of tangible personal property and all parts thereof and all accessions thereto, together with all parts, fittings, special tools, alterations, substitutions, replacements, and accessions thereto (any and all such equipment, parts, and accessions being the “Equipment”);

b. subject to applicable cannabis laws and regulations, all Inventory of Licensee, as defined in the UCC, including, without limitation, inventory in all of its Forms, wherever located, including, but not limited to: (i) all raw materials and work in progress, finished goods, and materials used or consumed in manufacture or production; (ii) goods in which Licensee has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which Licensee has an interest or right as consignee); and (iii) goods which are returned to or repossessed by Licensee, and all accessions thereto and products thereof and all documents and documents of title relating to or covering any of the foregoing or any other assets (“Documents”) (any and all such inventory, accessions, products, and Documents being the “Inventory”);

c. all Accounts of Licensee as defined in the UCC, including without limitation, accounts receivable, cash or cash equivalents, contract rights, chattel paper, instruments, acceptances, drafts, general intangibles, payment intangibles, letter-of-credit rights, commercial torts claims, deposit accounts, consignments, promissory notes and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, together with all ledger sheets, files, records, and documents relating to any of the foregoing, including all computer records, programs, storage media, and computer software useful or required in connection therewith (the “Receivables”), and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such Receivables, and any and all such leases, security agreements, and other contracts (the “Related Contracts”);

d. all rights under all contracts or agreements to which Licensee is a party (other than contracts or agreements entered into which by their terms expressly prohibit the granting of any lien, charge, claim, or encumbrance of any nature whatsoever (“Lien”) thereon; Licensee shall use commercially reasonable efforts to ensure that all contracts and agreements entered into by or on behalf of Licensee during the term of this Agreement permit the attachment of the Lien provided for under this Agreement);

e. All right, title, and interest, in, to, and under, any accounts or deposit accounts maintained by or on behalf of Licensee at any bank or other financial institution;

f. General intangibles of Licensee as defined in the UCC, including without limitation, payment intangibles, software, good will, and tax refunds;

g. All other personal property of Licensee, including, without limitation, all other goods, documents, instruments, general intangibles, money, accounts, and chattel paper; and

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h. all proceeds of any and all of the foregoing Licensee Collateral (including, without limitation, proceeds which constitute property of the types described in clauses 2(a) through 2(h) of this paragraph 1) and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warranty, or guaranty, payable by reason of loss or damage to, or otherwise with respect to any of the foregoing items.

The Borrower Collateral and Licensee Collateral may be referred to herein each and collectively as the “Collateral,” as indicated by context.

3. Representations and Warranties of Borrower. Borrower represents and warrants to Secured Party as follows:

a. Borrower has full power and authority to execute, deliver, and perform this Security Agreement, which has been duly authorized by all necessary and proper corporate action.

b. This Security Agreement has been duly executed and delivered, and constitutes the legal, valid, and binding obligation of Borrower, enforceable in accordance with its terms.

c. Borrower has good title to and is the lawful owner of the Borrower Collateral, free from all claims, liens, encumbrances, charges, or security interests whatsoever except as otherwise granted by this Security Agreement.

d. This Security Agreement creates a valid Lien and security interest in the Borrower Collateral, securing the payment(s) due under the Agreement and the Note, and, upon the filing of the related financing statement(s) in accordance with this Security Agreement, the Lien will be perfected, enforceable in accordance with its terms.

e. No authorization, approval, or other action by, and no notice to or filing with, any governmental or regulatory agency or authority is required: (i) for the grant by Borrower of the security interest granted hereby; (ii) for the execution, delivery, or performance of this Security Agreement by Borrower; or (iii) for the perfection of or the exercise by Secured Party of its rights and remedies hereunder.

4. Representations and Warranties of Licensee. Licensee represents and warrants to Secured Party as follows:

a. Licensee has full power and authority to execute, deliver, and perform this Security Agreement, which has been duly authorized by all necessary and proper corporate action.

b. This Security Agreement has been duly executed and delivered, and constitutes the legal, valid, and binding obligation of Licensee, enforceable in accordance with its terms.

c. Licensee has good title to and is the lawful owner of the Licensee Collateral, free from all claims, liens, encumbrances, charges, or security interests whatsoever except as otherwise granted by this Security Agreement.

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d. All of Licensee’s material Related Contracts are in full force and effect, and Licensee and, to Licensee’s knowledge, the other contracting parties to each such Related Contract have performed in all material respects their respective obligations under each such Related Contract.

e. This Security Agreement creates a valid Lien and security interest in the Licensee Collateral, securing the payment(s) due under the Agreement and the Note, and, upon the filing of the related financing statement(s) in accordance with this Security Agreement, the Lien will be perfected, enforceable in accordance with its terms.

f. No authorization, approval, or other action by, and no notice to or filing with, any governmental or regulatory agency or authority is required: (i) for the grant by Licensee of the security interest granted hereby; (ii) for the execution, delivery, or performance of this Security Agreement by Licensee; or (iii) for the perfection of or the exercise by Secured Party of its rights and remedies hereunder.

5. Covenants. Borrower and Licensee each covenants and agrees that, until the Obligations are irrevocably satisfied in full or otherwise discharged:

a. Borrower and Licensee each shall, at its sole expense, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary in order to perfect and protect any security interest granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to the Borrower Collateral and/or Licensee Collateral as applicable, including, without limitation, providing, executing, filing, and/or recording any notice, financing statement, statement, instrument, document, pledge or other agreement necessary to create, preserve, continue, perfect, or validate any security interest granted hereunder or which is necessary to exercise or enforce the Secured Party’s rights hereunder with respect to such security interest.

b. The Secured Party is authorized to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of Borrower or Licensee, as applicable, where permitted by law in a form as determined to be appropriate by Secured Party. A carbon, photographic, or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

c. Borrower and Licensee shall defend their respective Collateral against all claims and demands of all persons claiming an interest therein.

6. Remedies. Upon the happening of an Event of Default, as defined in the Agreement and the Note, the Secured Party shall have, in addition to all other rights and remedies provided in this Security Agreement or otherwise, all the rights and remedies of a secured party on default under the UCC.

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7. Power of Attorney. Borrower and Licensee each authorizes the Secured Party and does hereby make, constitute, and appoint the Secured Party and agents of the Secured Party with full power of substitution, as Borrower’s and Licensee’s respective true and lawful attorney-in-fact with power, in its own name or in the name of Borrower or Licensee as applicable, upon the occurrence and continuance of any Event of Default, to do all acts and things which the Secured Party deems necessary to protect, preserve, and realize upon the Collateral and Borrower’s and/or Licensee’s respective security interests therein in order to effect the intent of this Security Agreement, as fully and effectually as Borrower or Licensee might or could do. THIS POWER OF ATTORNEY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE FOR AS LONG AS THE OBLIGATIONS SHALL BE OUTSTANDING.

8. Term of Security Agreement. The term of this Security Agreement shall commence on the date hereof and continue in full force and effect until the Obligations have been fully and indefeasibly paid and performed and such payment and performance has been acknowledged in writing by the Secured Party. At such time, this Security Agreement shall terminate, Secured Party shall release its security interests hereunder (and deliver and sign appropriate UCC termination statements), and the Borrower Collateral shall be reassigned to Borrower and the Licensee Collateral shall be reassigned to Licensee.

9. Indemnity. Borrower and Licensee, as applicable, each agrees to indemnify Secured Party from and against any and all claims, losses, and liabilities arising out of or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement), except claims, losses, or liabilities resulting from Secured Party’s gross negligence or willful misconduct.

10. Miscellaneous.

a. Continuing Security Interest; Transfer of the Note. This Security Agreement shall create a continuing security interest in the Collateral and shall: (i) remain in full force and effect until payment in full of all amounts due under the Note and Agreement; (ii) be binding jointly and severally upon Borrower and Licensee, and their respective successors and assigns; and (iii) inure to the benefit of Secured Party and its successors, transferees, and assigns. Upon the payment in full of all amounts due under the Note, the security interest granted hereby shall terminate and all rights to the Borrower Collateral shall revert to Borrower and all rights to the Licensee Collateral shall revert to Licensee. Upon any such termination, Secured Party will, at Borrower’s expense (or at Licensee’s expense, as applicable), execute and deliver to Borrower (or Licensee) such UCC termination statements and such other documentation as Borrower (or Licensee) shall reasonably request to affect the termination and release of the Liens on the Collateral.

b. No Third-Party Beneficiaries. This Security Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

c. Succession and Assignment. This Security Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign the Note, this Security Agreement, or any of the rights, interests, or obligations thereunder or hereunder without the prior written approval of the other party, except to an affiliated entity or in the event of a change of control (merger, acquisition, reorganization, sale of all or substantially all assets).

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d. Entire Agreement. This Security Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they have related in any way to the subject matter hereof.

e. Counterparts. This Security Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

f. Headings. The section headings contained in this Security Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Security Agreement.

g. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to a party shall be sent to the party’s address set forth on the signature page hereto or at such other address(es) as such party may designate by 10 days’ advance written notice to the other party hereto.

h. Consent to Jurisdiction; Waiver of Jury Trial. SECURED PARTY, BORROWER AND LICENSEE IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEVADA, SITTING IN CLARK COUNTY, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT. SECURED PARTY, BORROWER AND LICENSEE HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT TO SUCH SUIT, ACTION OR PROCEEDING MAY BE HELD AND DETERMINED IN ANY OF SUCH STATE COURTS. SECURED PARTY, BORROWER AND LICENSEE IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND SECURED PARTY, BORROWER AND LICENSEE EACH FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. BORROWER, LICENSEE AND THE SECURED PARTY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION IN WHICH BORROWER, LICENSEE AND/OR THE SECURED PARTY ARE PARTIES RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS.

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i. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Nevada (without reference to conflict of law principles).

j. Equitable Remedies. In the event of any actual or prospective breach or default by any party, the other party(ies) shall be entitled to seek equitable relief, including remedies in the nature of injunction and specific performance. All remedies hereunder are cumulative and not exclusive, and nothing herein shall be deemed to prohibit or limit a party from pursuing any other remedy or relief available at law or in equity for any actual or prospective breach or default, including the recovery of damages.

k. Amendments and Waivers. No amendment of any provision of this Security Agreement shall be valid unless the same shall be in writing and signed by Borrower, Licensee and Secured Party. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

l. Severability. Any term or provision of this Security Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

m. Construction. The parties have participated jointly in the negotiation and drafting of this Security Agreement. In the event an ambiguity or question of intent or interpretation arises, this Security Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Security Agreement.

[signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement effective as of the Effective Date.

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EXHIBIT 10.3

DEP Nevada inc.

2625 N. Green Valley Parkway

Suite 150

Henderson, NV 89014

June 6, 2025

VIA EMAIL

Fox Farms LLC

Attn: Ivan Alexander Fox

ivanfox2019@gmail.com

Dear Ivan:

This letter agreement (“Letter”) dated June 6, 2025 (the “Letter Date”) is made and entered into in connection with that certain membership interest purchase agreement, as amended, and all exhibits and schedules thereto (the “MIPA”), between DEP Nevada Inc., a Nevada corporation (“DEP”), Fox Farms LLC, a Nevada limited liability company (“Fox”), and Nevada Medical Group, LLC, a Nevada limited liability company (the “Company”).

The parties also entered into that certain letter agreement dated January 3, 2025 (the “Execution Letter”), which among other items, set forth the parties’ obligations with respect to the ongoing Tax Audit (as defined and further explained in Paragraph 6 therein).

Finally, all closing items of the MIPA have been satisfied (or waived) except for the delivery of certain promissory (attached as Exhibit B to the MIPA) (being the “Note”).

The intent of this Letter is to memorialize our agreement to change the payment dates and maturity date of the Note, to memorialize the administrative takeover date, and the Closing Date of the MIPA. Any capitalized terms used but not defined in this Letter, shall have the meaning given to them in the Note.

1. Administrative Takeover Date. The Parties acknowledge that effective as of 12:01 a.m. PST on June 1, 2025 (being the “Administrative Takeover Date”), Fox took over full management, administrative, and economic control of the Company (including assuming all obligations and liabilities).

2. Closing Date. The Parties acknowledge that the Closing Date (as defined in the MIPA) of this transaction shall be June 6, 2025.

3. Note Effective Date. The Parties agree and acknowledge that the Note (including the guaranty) shall be fully executed and delivered on the Closing Date. Provided however, the Note (and guaranty) shall not be considered effective and in force and effect until the date that the Tax Audit (as defined in the Execution Letter) has been fully resolved and determined between the Tax Agency and DEP (and/or the Company) (such date being the “Determination Date”). For sake of clarity, the Tax Audit is being controlled by DEP, and as such, DEP shall have the right in its sole discretion to accept the results of the Tax Audit or further appeal or litigate the results; the Determination Date shall be the date DEP accepts the determination of the Tax Audit by the Tax Agency (as those terms are defined in the Execution Letter). 

4. Payment Modifications. By this Letter, the Parties hereby amend and modify the payment obligations of the Note, such that the first Payment due under the Note shall be on the first (1st) day of the calendar month immediately following the Determination Date (being the “First Payment Date”) and the Maturity Date shall be amended to mean the one (1) year anniversary of the First Payment Date. For sake of clarity, Interest shall only start accruing on the Determination Date.

5. Conflict. If any term or provision of this Letter conflicts with any provisions or terms found in the Note, or to the extent that this Letter conflicts with any prior written or oral agreement or understanding between the parties concerning the items set forth in this Letter, the terms of this Letter shall control.

6. Amendment. This Letter may only be modified by a written document signed by all parties. Any oral representations or modifications concerning the subject matter set forth in this letter agreement shall be of no force and effect.

7. Miscellaneous. Article IX of the MIPA is expressly incorporated by reference hereunder and shall apply, in all respects, to the terms of this Letter.

8. Further Assurances. The parties hereby agree to execute and deliver such additional documents as may be reasonably requested in order to implement the purpose and intent of this Letter.

9. Authority. Each person signing this Letter represents and warrants that he has the proper authority and power to bind the party on whose behalf he signs to this letter agreement.

10. Counterparts. This letter agreement may be executed in counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.

Please return the countersigned Letter at your earliest convenience to: triphoffman@bodyandmind.com. If you have any questions or concerns, please do not hesitate to reach out to me.

Sincerely,

DEP Nevada, Inc.,

a Nevada corporation

ACKNOWLEDGED AND AGREED TO:

Fox Farms LLC

a Nevada limited liability company