In support of its listing application, the Company and its indirect wholly owned subsidiary, GHB Usub, LLC ("Company Subsidiary"), entered into several agreements to facilitate the deconsolidation of its former indirect wholly owned subsidiary, Glass House Retail, LLC ("GHR"), from the Company segregating the Company's dual-use cannabis business from its medical cannabis business (the "Deconsolidation Transaction").

As a result of the Deconsolidation Transaction, Company Subsidiary holds non-voting and non-participating units (the "Non-Voting Units") in the capital of GHR, which now holds the Company's former dual-use cannabis business, other than businesses the transfer of which is subject to regulatory approval, which businesses will, automatically and without any action on the part of the Company or any other party, transfer to GHR upon the receipt of regulatory approval.

The voting units of GHR are held by a third-party investor and the Non-Voting Units can only be converted into voting units of GHR following the date that the NYSE permits the listing of companies that consolidate the financial statements of companies that cultivate, distribute or process marijuana (as defined in 21 U.S.C 802) for non-medical uses in the United States.