Item 1.01Entry into a Material Definitive Agreement.

Acquisition of Green Man

On October 28, 2022, TREES Corporation (the "Company") and a newly-formed subsidiary thereof entered into an Asset Purchase Agreement ("APA") with GMC, LLC ("GMC") and certain equity holders of GMC party thereto, pursuant to which the Company agreed to purchase substantially all of the assets of GMC, including two cannabis licenses held by GMC, certain inventory, contracts and other related assets ("GMC Acquisition"). The purchase price in connection with the GMC Acquisition consists of cash equal to $1,200,000 payable at closing; 4,494,382 shares of common stock of the Company, issuable to the GMC members upon closing; and an amount equal to $83,333.33 per month, commencing on the 12-month anniversary of the closing, and continuing each month thereafter for a total of 18 months, for a total additional consideration of $1,500,000.

The GMC Acquisition is subject to certain conditions, including regulatory approval of the Colorado Marijuana Enforcement Division.

The foregoing description of the APA does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, annexed hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.



(b)Exhibits.

Exhibit No.    Description
10.1             Asset Purchase Agreement dated October 28, 2022 by and among the
               Company, Green Man Colorado LLC, GMC, LLC and certain equity holders
               of GMC party thereto.

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