Florida Cannabis License Acquisition
1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io
Miami, FL 33131
legal@emanay.io · emanay.io
Letter of Intent — Florida Cannabis License Acquisition
Emanay Advisors & Seller Holdco
Florida MMTC License — Gainesville Region
Florida MMTC License — Gainesville Region
Offering Party / Prospective Buyer
Emanay Inc.
dba Emanay Advisors, on behalf of an Emanay-affiliated acquisition vehicle (SPV to be formed)
1221 Brickell Ave, Suite 900, Miami FL 33131
Contact: Alexandre R.J. Camus, Founder & Managing Director
alex@emanay.io
1221 Brickell Ave, Suite 900, Miami FL 33131
Contact: Alexandre R.J. Camus, Founder & Managing Director
alex@emanay.io
Selling Party
Seller Holdco ("Seller")
Florida Medical Marijuana Treatment Center (MMTC) license holder — license sourcing & incubation
Authorized Principal
[seller contact on file]
Authorized Principal
[seller contact on file]
Emanay Advisors proposes, on behalf of its acquisition vehicle, to acquire a fully-licensed Florida Medical Marijuana Treatment Center (MMTC) license from Seller Holdco, providing immediate vertically-integrated cultivation, processing, and dispensing rights and bypassing the multi-year build-out and application timeline associated with securing a new license directly from the State of Florida.
This Letter of Intent ("LOI") supersedes all prior discussions, verbal understandings, and correspondence between the parties regarding the Florida MMTC license, including the introductory call of May 28, 2026. This LOI is non-binding except for the Exclusivity, Confidentiality, No-Shop, and License Non-Encumbrance provisions, which shall be binding upon execution.
01
Transaction Overview & Asset Summary
| Transaction Structure | Asset purchase of the issued Florida MMTC license held by Seller Holdco, structured as a license/entity transfer subject to Florida Department of Health ("FDOH") approval. |
| Seller's Role | Seller Holdco ("Seller"), through its principal, sources, wins, and "incubates" Florida MMTC licenses — obtaining the award, holding it in clean standing, and transferring it to a qualified acquirer. Seller has sourced and sold five (5) Florida MMTC licenses to date under this model. |
| License Status | One of twenty-two (22) new MMTC licenses released in the current Florida licensing batch. License has been awarded and is currently held in good standing, unencumbered, pending transfer. |
| Asset Location | Approximately 15 miles south of Gainesville, FL. |
| Vertical Integration Scope | License permits cultivation, processing, and dispensing under Florida's vertically-integrated MMTC licensing framework — turnkey, avoiding the facility build-out delays associated with a de novo license application. |
| Adjacent Facility Option | Right of first negotiation on an adjacent ~30,000 sq. ft. cultivation facility, pending delivery of Seller's spec sheet (outstanding action item as of this LOI). |
02
Purchase Price & Financing Structure
The parties have discussed two alternative financing structures for the acquisition. Buyer shall elect one structure prior to execution of the definitive Asset Purchase Agreement.
| Purchase Price | $4,170,000 for the Florida MMTC license, as currently priced by Seller. |
| Structure A — Seller Financing | Seller finances the full $4,170,000 purchase price at 12–13% annual interest, amortized over a 5-year term. Buyer to provide collateral at approximately 70% loan-to-value (~$6,000,000 in collateral value against the ~$4,170,000 facility). |
| Structure B — Equity Roll | In lieu of cash/seller-financed purchase, Seller rolls approximately 10% equity into the acquiring entity in exchange for the license, with remaining consideration structured separately (terms to be finalized in the definitive Asset Purchase Agreement). |
| Facilities Setup Referral | Seller has offered an introduction to a South Florida facilities specialist for cultivation, manufacturing, and dispensing build-out following license transfer. |
Note on Collateral: Structure A's 70% LTV requirement implies Buyer must post or identify approximately $6,000,000 in qualifying collateral to secure the $4,170,000 facility — this should be confirmed and scoped during exclusivity before Buyer commits to Structure A over Structure B.
03
Key Protections & Conditions
Confirmatory Diligence Period. Buyer shall have a defined exclusivity window to complete legal, financial, and regulatory due diligence on the license, its chain of title, and FDOH compliance history.
Right of First Negotiation — Adjacent Facility. Buyer retains the right to negotiate for the adjacent ~30,000 sq. ft. facility upon receipt of Seller's spec sheet.
Clean Title Representation. Seller represents the license is free of liens, encumbrances, pending disciplinary actions, or unresolved FDOH compliance issues as of the date of this LOI.
No Further Marketing. Seller shall not shop, market, or solicit competing offers for the license during the exclusivity period.
No Encumbrance. Seller shall not pledge, lien, or otherwise encumber the license or supporting real estate during the exclusivity period.
04
Binding Provisions — Effective Upon Execution
This LOI is non-binding in its entirety except for the following, which are legally binding upon execution:
Exclusivity. For a period of forty-five (45) days from execution of this LOI, Seller shall negotiate exclusively with Buyer regarding the sale of the Florida MMTC license and shall not solicit, negotiate, or accept competing offers.
Confidentiality. The parties shall execute a mutual Non-Disclosure Agreement concurrently with this LOI and shall keep all financial, licensing, and operational information exchanged in connection with this transaction strictly confidential.
No-Shop. Seller agrees not to market, list, or engage in discussions with any third party regarding sale, transfer, or encumbrance of the license during the exclusivity period.
License Non-Encumbrance. Seller shall not pledge, transfer, sublicense, or otherwise encumber the license during the exclusivity period without Buyer's prior written consent.
05
Conditions to Closing
| FDOH Transfer Approval | Approval by the Florida Department of Health of the license transfer/change of ownership application. |
| Completion of Diligence | Buyer's satisfactory completion of confirmatory legal, financial, and regulatory due diligence on the license and Seller. |
| Financing Confirmation | Finalization of financing structure (Structure A or Structure B) and, if Structure A, confirmation of Buyer's qualifying collateral at the required 70% LTV. |
| Definitive Agreements | Execution of a definitive Asset Purchase Agreement, and — if seller-financed — a Promissory Note and Security Agreement; Bill of Sale; and FDOH change-of-ownership transfer application. |
| No Material Adverse Change | No material adverse change in the business, operations, financial condition, or legal standing of either party between LOI execution and closing of definitive agreements. |
06
Additional Terms
| Non-Binding Nature | This LOI is intended as a non-binding expression of intent. The binding obligations of the parties shall be governed solely by the executed Definitive Agreements, except for the provisions expressly identified as binding in Section 04. |
| Governing Law | This LOI shall be governed by and construed in accordance with the laws of the State of Florida, with exclusive jurisdiction in Miami-Dade County. |
| Supersession | This LOI supersedes all prior proposals, term sheets, and verbal understandings between the parties regarding the Florida MMTC license, including the introductory call of May 28, 2026. |
| Counterparts | This LOI may be executed in counterparts and by electronic signature, each of which shall be deemed an original. Electronic signatures transmitted via PandaDoc or equivalent platform are fully binding. |
| Expiration | This LOI shall expire if not executed by all parties by August 1, 2026. |
Emanay's Position: Emanay views this Florida MMTC license as an efficient point of entry into the Florida cannabis market — avoiding the multi-year new-license build-out timeline — and is prepared to move quickly toward exclusivity and diligence once Structure A collateral requirements or Structure B equity-roll terms are confirmed with Seller.
We look forward to formalizing this transaction. Please execute below to indicate your acceptance of the terms herein and return a signed copy to alex@emanay.io no later than August 1, 2026.
Respectfully submitted,
Offering Party — Emanay Inc. dba Emanay Advisors
Alexandre R.J. Camus
Founder & Managing Director · Emanay Advisors
Date: ___________________
Selling Party — Seller Holdco
[Principal Name Withheld]
Principal · Seller Holdco
Date: ___________________
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