Waiver dated July 1, 2023

Exhibit 10.4

Trees Corporation 215 Union Boulevard, Suite 415  Lakewood, CO 80228

July 1, 2023

Allyson Feiler Downing 

Loree Schwartz

Re:      Waiver (Non-Compete; Non-Solicit)

Each of TREES Corporation (“CANN”) and Green Tree Colorado, LLC (“Buyer”, and together with CANN, “Trees”) acknowledge and agree to, effective upon the execution of this letter agreement, irrevocably waive Section 5.8 of the Asset Purchase Agreement, dated as of September 13, 2022, as amended, by and among Trees, Allyson Feiler Downing (“Downing”), Loree Schwartz (“Schwartz”) and various other parties thereto as such section applies to Downing and Schwartz, directly or indirectly (the “Waiver”).