Garden Remedies, Incorporated - Revised Information ......Updated Section D of the DPH Siting...

Application l of 2

January 27, 2017

Eric J. Sheehan, J.D. Department of Public Health Medical Marijuana Program RMD Applications 99 Chauncy Street, 11th Floor Boston, MA 021 11

Re: Request for Information

Dear RMD Application,

Garden Remedies, Inc. 697 Washington Street

Newton, MA 02458

Garden Remedies, Inc.

JAN 2 7 2017

Please find attached responses to the Department of Public Health [DPH] Medical Use of Marijuana Program Request for Information dated January 17, 2017:

l. Evidence of interest for 307 Airport Road, Fitchburg MA 01420 2. Letter of non-opposition for 307 Airport Road, Fitchburg MA 01420 3. Updated Section D of the DPH Siting Profile for application l of 2 4. Updated Section E of the DPH Siting Profile for application l of 2

Please note the letter of non-opposition is dated before GRI submitted our most recent Application of Intent. GRI submitted the attached letter of non-opposition to the DPH as part of our Change of Location request submitted April l, 2015 and approved by Executive Director, Karen Van Unen, April 30, 2015. May 5, 2016 GRI received a Final Certificate of Registration [008] signed by Commissioner of the Department of Public Health, Monica Bharel, MD, MPH. 307 Airport Road, Fitchburg, MA 01420 is listed as both the cultivation and processing locations.

Director of Operations and Compliance

Application l of 2 Garden Remedies, Inc.

Lease Agreement

TI1is I .ease Agreement ("I .ease" or "Agreement') is an indenture of lease by and between PRIMSTONE, LLC with an address of !4 Felton St.. Waltham, MA 02453 (uLandlord'") and GARDEN REMEDlES, INC., a Massachusetts non·protit corporation with an address of 116 Che:;tnut Hill Rd., Newton, MA 02467 ("Tenant").

RECITALS WHEREAS, Landford is wiiling to purchase the real propeny located at 307

Alrpon Rd., Fitchburg, MA 01420 and desires to lease the land and building located !hereon to Garden Remedies. Inc.;

WHEREAS, Tenant has a provisional registration to operate a Regi~1ercd Marijuana Dispensary ("'RMD Registration~) in the Commonwealth of Massachusetts and desires to lease 51.ICh land and building for iL~ growing and processing operations;

WHEREAS. this Agreement sets forth the tenns upon which Tenant shall lease the Premises from Landlord.

NOW. THEREFORE, and in con.'>iderntion of the mutual covenants con!ain<.-d herein and other good and valuable C-Orisideration, the receipt and sufficiency of which arc hereby acknowledged and accepted, the panics hereby agree as follows:

Article l. DF.FINITIONS AND TERMS

1.01 INTRODUCTION: As further supplemented in the balance of this instrument and its Exhibits, the following sets forth the basic terms of this Lease, and, where appropriate, constitutes definitions of certain tenns uset.1 In lhis L.ea~c.

t.02TERMS; For the purpose of this !..ease, the terms below shall be defined as follows:

I':, Jf, '.J' ,tY' Date: February.:., 2015 1<. f'I

Landlord: PRIMSTONE, LLC

Present Malling Address of t.andlord: 14 Felton St., Waltham, MA 02453

Payment Address: 14 Felton St., Waltham, MA 02453

Tenant: G3rden Remedies, Inc., a Mass3chusetts nonprofit corporation.

Application 1 of 2 Garden Remedies, Inc.

Mail.ing Address of Tenant P.O. Box 67066, Chestnut Hill, MA 02467.

Premlse.s: The land (the "Land"} with the building thereon (the "Building") located at 307 Airport Hd., Fitchburg, MA 011-20, which !luilding is comprised of eighty-one thousand seven hundred and eighteen (ll'l,718) square feet of space located on a se1•en point seven (7.7) acre parcel (the Land and Building together being the Premises).

Lease Execution: ·niis lease will be executed before Landlord has executed a l'&S to purchase the building, and is contingent on Landlord dosing on the building purchase. IF tandlord does not close on tbc purd1.ise of the building, Landlord will at GRl's request, assign P&S to GRI, Inc. or its designee and surrcndc1• all rights.

Early Access: After Landlord has axccuted a P&S to acquire the building (the "P&S"), Landlord will provide its best efforts to obtain access for the Tenant to draO. plans and obt;<in permits for their proposed conslrudinn and complete painting or scaling as Landlord and Tenant determine is necessary.

Commencement Date: The lease will commence after Landlord has closed 011

purchasing the building.

Lease Tarm: The month end Twelve years from the Commencement Date subject lo extension as prnvidcd in Section 3.3 hereof.

Base nent: Hcnt is payable in equal month]}• installments:

t\·fonths I - 6: $0.0U l'SF NNN M\lnths 7 1/2-12:$3.25 l'SF NNN ($22, IJ 1.96/month before NNN) The fir'! LW<l weeks of the 7'" month will be frc'<! (a.' provided for in 5e<:tion J.06) 1'.fomhs 13 18: Prepaid per lhc following paragraph entitled "Prepaid Base Rent" of this paragraph (see seclion 4.0 I (c)). !lfonths 19-24: $3.50 PSF NNN ($23,834.42/rnonth before NNN) Y~ar 3: $4.25 l'SF NNN ($28.94 l.79/rnonth before NNN) Year 4: $4.50 l'SF NNN ($30.644.25/month before NNN) Year 5: S5.00 PSF l\~ ($34J)49. I 7/month before NNN) Year 6: $5.25 PSF NNN ($35,75 J .63/monlh hcforc l\'NN) Year 7: $5.50 PSF NNN ($37,45,t08imomh before NNN) Year 8: $5.75 l'S.F NNN ($39,156.54/monlh bcfor'' NNN) Year 9: $6.00 PSF NNN ($40.859.00/month bdim: NNN) Year I 0: $6.00 l'SF NNN ($40,859.00/month before NNN) Y <'ar 11: $6.25 l'SF NNN ($42,561.46/month before NNN) Year 12: $6.50 PSI' NNN ($44.263.92/month befon: NNN)

Prepaid Base Rent: Tenant shall prepay six (6) months ofrcnt by the end of the due diligence period under the P&S (;is it may be extended), unless Landlord terminates the l'&S or Tenant ll;rminates this Lease under Suction 17.16 prior to the

Primstone, LLC - Garden Remedies, Inc. I I.ease Agreement (v.2.4.15.1) pg. 2


end ofsud1 due diligence period. Until the purchase of the Premises by Landlord, the Prepaid Base Rent sh;1ll be held in escrow by the title company used by Landlord in connection with acquisition of the Premises or such other third party agreed upon by Landlord and Tenant, and shall not be released to Landlo!'d or Tenant except as provided by the terms h01reof. Upon the purchase of the Premises by Landlord, the Prepaid Base Rent shall be released to 1.andlord and Landlord shall have the right lo commingle the Prepaid Base Rent with l,andlord's other funds and investments and may invest the funds in property improvements. The Prepaid Base Rent will not accrue any interest. Thb Prepaid Base Rent amount shall be b:ised on Year 2 rent payments, and shall nol be applied until the tlrst day of the second year of the Lease. Amount or prepaid base rent: $14:{,006.50. Ir and when the Tenant gets a license to go into produdion, and does start production, The Tenant may elect to consume the 6 months of prepaid monlhs earlier.

NNN Rent (triple net): Except as otherwise stated below, Tenant a gm es to pay all real estate taxes, building insurance, operating expenses, all costs associated with the repair and maintenance of any common area (including materials, supplies, and labor), tbe roof, and exterior premises including th1! drivew;iy ;ind parking areas, taxes (including sales and special taxes excluding only non-marijuana standard income 1;1xe.s ;1ssessed to the Landlord) and maintenance (the three "Nel~") on the prnpt?rty in ;iddition to any normal fees that al'c exp1•cted under the agreement (rent, all utilill!?s expenses, etc.) as additional rcnl

Full Rent: The Base Rent and any additional charges including NNN Rent as defined in this lease.

For the avoidance of doubt, the NNN portion or the n'nt will commence when the prnpcrty is handed over to the Tenant

Security Deposit: One hundred forty-th rel' thousand six and 50/100 ($143,006.50) Dollars ...

Permitted Use: The cultivation, processing, labeling. packaging and storing of Medical Ma1ijuana, Medical Mariiuana-lnfused Products (MIPJ, and other related products such <1$, and not limited to, oils, tinctures, ;ierosols and ointments, related supplies and educational materials, consistent with and pursuant to Chapter 369 of the Acts of 2012, An Act for the Humanitarian Medical Use of ~farijuana (the "Act"), and the regulation~ adopted to implement the Act and ~t•t forth at 105 CMR 725.000 et. seq. (the "Regulations"), as the same may be amended from time to time, and ancillary and related uses permilled by the Regulations or by futur(; regulations permiuJng the s;irne or similar use of Recreational ~farijuana.

1.01 l·:NllMEMJION OF EXlllBITS.

(a) Exhibit A: Property Description of the Land

Primstone, LLC Garden Remedies, Inc. I Lease Agrccm~nt (v.2.4.15.1} pg. 3


(b) Exhibit B: Plan showing the Premises

(c) Exhibit C: INTENTIONAL.LY DELETED

(d) Exhibit D: Partial Description of Tenant's Work

( e) Exhibit E: Property Clean Up/Painting

Artide 11. DESCRUYfl()N OF PREllrflSES AND APPURTENANT RIGHTS

2.0 l LQi:;ATION OF !'REM !SES. The Landlord hereby leases to Tenant, and Tenant hereby accept~ from Landlord, the Premises. The Land included in the Premises is d~~scrib1:'d on Exhibit A attached hereto. The Land and Building comprising the Premises is described on the plan alt.ached hereto as Exhibit ll.

Tenant shall have the right 10 1.1se all of the Premises. Landlord shall not make any improvements to the Premises, other than those required by LandlMd under Sections 3.02 and 8.02 below without the written consent of the Tenant. lfthe Tenant does not respond in writing within 5 business days of initial wrilll.'n notification the Tenant will be deemed to accept the Landlord proposed improvement~.

Artkle HI. TERM CW LEASE; CONDITION OF PREMISES; TENANT'S WORK

3.01 l'EIUvl OF 1.EASF: The term of Lhis Lease shall be the pe1iod denned in Sccliun 1.01 hereof as the Lease Term, commencing upon the Commencement Date.

3.02CONOJTION or PREMISES: Landlord agrees to deliver the Premises le) Tenant on the Commencement Date and Tenant agrees to accept same in it~ "as is where is" condition. provided however, L<:tndlord shall be required to deliv(~r the Building to Tenant in a condition that is structurally sound with a roof that does not Je;ik and with working utility connections. The Landlord and Tenant agree to sh<lrn in tht: responsibility for cleaning up the property as per "Exhibit E- Property C'kan Up." The Landlord is not required to mi:ct building or other code requirement~ u·iggered by Tenant's activities. The Tenant and the Landlord have the due diligence period under the P&S to confirm that the current building h~s no outstanding code violations filed with the building dcpartmen1.

3Jl3EXTl:'NSJON OPTION:

Primstone, LLC- Garden Remedies, Inc. I Lease Ai,:rccment (v.2.4.15.1) pg. 4


Tenant may elect to extend the lerm of this Lease for one (1) ten (10) year !}eriod ("Extension Term"). Prior to the expiration of the Lease Term, Tenant may elect to cxcrdse such <~xtension right by giving Landlord notict: of such ele~tion ["Ek?ction Note") not earlier than fifteen ( 15} months nor later than twelve (12) months before the expiration of the l,ease Term, !}rovided no Event of Default is in effect on the <lat() surh notice is given or on the commencement date of rhe Extension Term. Such extension shall be upon the same terms, covenants, and conditions contained in this Lease except that (i) Tenant shall have no further right to extend the Lease Term after the Extcn~ion Term and [ii) The nmt per SF NNN will increas<? at the CPI inflation rate (Consumer Price Index for All Urb~n Consum\1rs · CPl·U), but in no event less th<m 3% per year or greater than 5% per year.

3.04 TEN;\NT'S WOR&;. After Lhc Commencement Date Ttmant may construct such Improvements to the inside of the Building and make such utility upgrades as are desired by Tenant for the Permitted Use, provided however, Tenant shall tlrst submit the plans and specifications for such improvements to Landlord for approval, which approval shall not be unreasonably withheld or delayed (the "Tenant's Work"). A partial dcscri!}tion of Tenant's work is attached hereto as Exhibit D. Notwithstanding the foregoing, ills anticipated that the initial phase of Tenant's Work shall be comprised of ccr~<in demolition work to he performed prior to tllc power washing work to be completed by Landlord as provided in E.xhibil E attached hereto. rr permitted by the seller of the Premises under the P&S, Tenant may elect lo commence such demoliUon work after the end of the due diligence period under the P&S but before the dosing thereunder; If the Landlord request~, Tenant shall be required to remove the Tenant's Work at the end of t:ht' Lease TNm, if requirtHl by the Landlord with written notification provided within 90 days ofleasc t<'rmination spcdfying the it~ms to be removed. Landlord shall approve or prnvide objcctiC)ns to such plans within five (S) business d:.ys of receipt and shall specify any Dbjt,ctions. lfl.;mdlord foils to respond to plans within five (S} btl5iness d;1ys of receipt thereof, lhe plans and s!}ccili~ations shall be deemed to be approved.

3.05 _TERMfNATIQN RlCif IT~.; Tenant or Landlord may terminate the lease if Landlord fails to acquire the Premises and deliver it to Tenant within 120 days of the Lease signing,.

3.06 LANOJ..CJRD WOR).\.; Landlord shall use diligent efforts tu !}erform the work described on Exhibit E ("Landlord's Work"}, but only to the extent required under Exhihil E. Costs shall be borne by Landlord and Tenant as described in Exhibit E. Landlord shall use diligent efforts to complete, or cause to be compl!!l1~d. the a.sht~~tos remov;il work described on Exhibit F. attached hereto !}rior to dosing on the acquisition of the Premises. Once Tenant has completed the initial phase of Tenant's Work (Le., the demolition work described in Scdion 3.04 above), Landlord shall use diligent efforts to complclc the powi:>r washing work described on Exhihit E. The Tenant will receive

Primstonc, Ll.C - Garden RHmedies, Inc. I Lease Agrccme-nt ( v.2.4.15.1) !}g. 5


twu (2) weeks of Free rent as the Landlord manages this work for the Tenant. If Land!ord fails to complete such power washing work within 45 days of the date Tenant completes the initial demolition work described above (;md notifies Landlord of same}, Tenant may elect lo pMform such work and t~mdlord shall reimburse Tenant, upon demand, for all reasonable cost~ related thereto.

Article IV. RENT

4.01 RENT PAYMENTS; (a) shall be payable by Tenant to Landlord at the Payment Address or such other

1>lace. ;is Landlord may from lime to time designate by notice to Tenant without ilny demand, counterdaim, offset or doouction whatsoever except as other.vise specifically provided in this Lease.

(h) Commencing on the Commencement Date, rull Rent shall be payable in advance on the first day of ead1 and every calendar ml)nlh during the term of this Lease. As used in this Lease, th<? term "Lease Year" shall mean any calendar year or part thereof falling within the Lease Term or Extended Term.

(c) Full Rent for any p<irtia! month shall b() paid by Tenant to Landlord at such rate on a pro rdta basis. Any other charges p;iyable by Tenant on ;1 monthly basis, as hereinafter provided, shall likewise be prorated,

(ti) If the Commencement D;ite falls on a day other th~n the first day of a calcm<l;ir month, the first payment which Tenant sha!l make shall be made on the Commenc:ement Date and shall include in addition lc.i the next month's Rent a proportionate part of such monthly Rent for the actual days elapsed of the partial month.

(e) Rent not paid within five (5) days of the dalu due shall bear interest at 15% per annum until p;<id.

(t) Tenant will pay the Prepaid l:fase Rent by the encl of the due dilig~nce pcriO<i under the J>&S, which shidl be applied to rem du~ for !>.fonths !3 through 18. subject to l'aragraph 1.02 "Prepaid Base Rent".

4.02REAL ESTATE TAX; (a} The term "Taxes" shall mc;;n all tilxes and assessments (including ;vithout

lim1tat.ion, assessments for public: improvements or bt?nefits and water and sewer charges), and other chargt.,; or fees in the nature of taxes for municipal services which at any time during or in respect of the Lease Term may be <lSsesscd, levied, confirmed or imposed on or in respect of, or be a lien upon, the Building and the Land, or any part thereof, or any rent therefrom or ;my estate, right, or interest therein, or any uct:upancy, use. or possession of such prnperty

Primstone, LLC- Garden R!.!rnedies, lnc. I Lease /\gn,.,rnent (v.2.1.15.1) pg. 6


or any p<1rt thereof, and ad valorcm taxes. The Landlord agrees that Tenant's share of any special assessment .shall be determined [whether or nol l,andlord avails itself of the privilege so to do) as if l.andlord had elected to pay the same in installrnerll.s owr the longest period of time pcrmitled by applicable law or the remaining lease term, whichever is less, and Tenant shall be responsible only for those installment.~ (including interest accruing and payable thereon) or piffts of installment that are attributable to periods within the Lease Term. If any late fees, penalties, fines, or other assessmlc'nls for delinquent tax payment.~ arc the fault of the landlord (there am no out..<;tanding balances from tenant) th<i!y shall be a Landlord expense, othcrn•ise they will be a tenant expense.

(b) Should the C{lmmonwealth of MassachusctL~, or Hny p{llitic;il subdivision thereof, or any olher governmental authority having jurisdiction over the Premises, (1) impose a tax, assessment, charge or fee, which Landlord shall be required w pay, by way of substitution for or as a supplement to such Taxes, or [2) impose an income or franchise tax or a tax on rents in substitution for or as a supplement to a tax levied against the Building or the Land or any parl thereof and/or the pl'nonal property used in connection with the Building or the Lot or any part thert>of, all such taxes, assessments, fees or charges ("Subslitute Taxes") shall he deemed to constitute Taxes hereunder. Except as hereinabove provided with regard to Substitute Taxes, Taxes shall not lncludu any inheritance, estate, succession, partnership, transfc1~ gift, rr<1nchi$e, net income or capital stock tax.

(c) The Tenant shall pay to Landlord, Hs part ofNNN Rent, all Taxes assessed against the B~tilding, and Land du ting any lax year (i.e., July 1 through June 30, as the same may change from time to lime) or part thereof during the Lease Term. The Tenant shall pay to 1.andlord, together with monthly payments of Base Rent, pro rat;; monthly installments on account of the projected Taxes for each tax year reasonably calculated by Landlord from time to time hy Landlord with ;rn adjustment made after the close of the tax year, to account for actual Taxes for such lax year. The initial monthly payment.~ on accotmt of Taxes shall be $3,500 P('r month. Within 120 days after the end of each tax year, and periodically as U1t: Lane.Hun! may elect, Landlord shall deliver to Tenant a r~ronciliiltion which provides reasonable detail as to Tax(!S incurred by Landlord for such tax year and the amount of underpayment or overpayment by Tenant If the total ofsuc;h monthly installments in any tax year is greater than the actual Taxes for such tax year, Tenant shall be entitled to a credit against Tenant's rental obligations hereunder in the amount of such clifference or, if the Lease Term has expired and Tenant has no outstanding monetary obligations to l.andlord, Landlord shall within 30 days pay such amount to Tenant If the total of such monthly installments is Jess than such li~bility for such tax year, Tenant shall p;•y to Landlord the amount of such difforence within thirty (30) days af!erTenant receives Landlord's invoice therefor as additional r(>nt,

( d) l.andlord shall provide Tenant a copy or all tax-related assessments. L<lndlord agrees to contestthe taxes each year ff requ.,sted by Tenant. at Tenant's expense,

Primstonc, I.LC - Garden Remedies, Inc. I Lease Agrncm~nt (v.2.4.15.1) pg. 7


with any net savings being for the benefit of the Tenant. If any Taxes, with respect to which Tenant shall have paid to Landlord, shall be adjusted to take into acwunt any ahalt>ment or refund, Tenant sh;l!J be entitled lo a full credit against rental obligations hereunder, in the amount of such abatement or refund less Landlord's reasonable costs or expcns('s, including without limitation market-rJte appraiser's and attorneys' fees, of securing such abat0ment or refund or, if the Lease Term has expired and Tenant has no outstanding monetary obligations to Landlord, Landlord shall promptly pay such amount to Tenant. The Tenant m;iy apply fur any real estate tax abatement without the prior written consent of I.and lord, and may r<Jl;1in its own legal and appraisal professirrn:•ls to con duel such work.

( c) Tenant shall pay or cause to be paid, prior to delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories and otl1er personal property placed in and upon the Premises by Tnnant. If and to the extent Commonwealth ofMassadrnsetts, ur ;my political subdivision thereof, or any other govcmnwnt:1J ;wthority having jurisdiction uv"r the Building or Land, imposes any such tax or assessment on the Landlord for any of such personal property owned by Tenant, such payment.~ shall be considered a component of Taxc.~ dut• ;is additional rent hereunder.

(f) Notwithstanding the foregoing, Tenant shall, at Landlord's request pay all Taxes directly rnther than rnimbu.rse Landlord for taxes, whereupon no addillun;il rent shall be collected fur estimated or a<.:tu;il taxes, unles$ Landlord sub~equently elects to pay Taxes.

4.03TENANT!) OPERATING COSTS

[aJ The T«nant shall pay to Landlord, as a portion of NNN Rent, all Operating Costs (defined below), including pro rata numthly installlllents on account of the projected Operating Cost~ for each Lease Year during the Lease Term in amounts reasonably calculated from time to time by Landlord v.1th an ;1djustmcnt m<Jde afl!:!r the close of the Lease Year, to account for actuai Operating Cost~ for such Lease Year. Within 120 days a fl er the end of c;~ch Lease Year, Landlord shall deliver to Tenant a reconciliation which p1·ovi<les specifk detail as to actual Opc1·ating Costs incurf'<.!d. lfthe total of such monthly installments in any Lease Year ix greater than the actual Operating F.xpenses for such !Mase Year, Tenant shall be entilll•d to a credit against Tenant's rcrlf;;l obligations hereunder in the amount of such difference m·, if1he Lease Term has expired and Tenant has no out.~tanding monetary obligations to Landlord, Landlord shall within 30 days pay such amount to Tenant. If the total uf such monthly installments is Jess than such liability for such tax year, Tenant shall pay to !..and lord the amount of such difference \\~thin thirty (30} days after Tenant receives Landlord's invoice therefor as additional rent

Primstone, I.LC~ G~rden Remedies, Inc. I Lease Agreement (v.Z.4.15.1) pg, 8


"Opcr;ition Costs" shall include "M;magement Services" which will be the of 3% of the base rent hcreunder(b) As used in this Lease, th<! term "Operating Cost'l" shall include "Repair and Maintenance" expenses incurred by Landlord directly related to the insuring, repair, maintenance, and replacement of parts (collectively, "the Operation") of the Building. the utility lines running from the Building to the street and the stom1 water drainage systems, if any, (collectively, "the Property"), including, without limitation, the following:

(i) The cost of services, materials and supplies furni:;hc<l rJr used in the Operation and Maintenance of the Property, including the cost to maintain HVAC equipmcnl and perform Landlord's obligations under Sections 8.2 of this I.ease. This includes mainraining the grounds sucb ;is mowing, clearing snow, salting, trimming brnsh and trees, and other grounds maintenance work;

(ii) Insurance premiurm;

(iii) Amou1m; paid to imh:pcndcnt contractors for services, materiab, 1md supplies furnished to perform 1.andionfs obligations under Section 8.2 or this LcHsc. This will include changes, som~ or which may be structural - if for example Tmant wants then to make the building more opcrotionally efficiem -such as altering the roof for insulation benefits:

(iv) Replacing broken purl' (Replac-cmcnt of !'arts) such as burst pip~,,

shotted electrical wires, clearing dogged drains or broken toiletry, repairing broken windows or doors, putching the roof for leaks, regular retre-.atment vr the drivewa)'s;

(v) Rcimhursnhlc Services; services that the Tenant explicitly agrees in writing to pay for;

(vi) Repair mid rrn1int>)11~nc11 l,wh~11 """~'·""'"Y •Jr ~PP!'Jpr!P.!\:') of th<1 n.il)r ,,r the premise~. ;;;d!ki<:m l" 1nAinh1in i1 in It~ currcm corn:Htlor. m;J r.,;1 ii:i1' the purposes of up::rntlin:: il io tl hit:ht•r l'i~" t1f ~ruttl!r~. T;:tul.'11 pt1}m~nb related to such repairs un<l mainlcmmcc shall be limited to $5,000 per year, on a cumulath•e basis over time, which will only be due and payable when the cx1xmscs are incurred; and

(vii) l'atch painting the exterior surface of the building.

(viii) Rcp<lirs that arc;

1.) related to any Tenant improvement~ 2.J arc required due to by Tenant's Work, Ten~mt's change in use or

misuse of liH' Premises or 3.) Tenant's failure to comply with the terms of lhis Agreement.

Primstone, LLC- Garden Rcmcdie~. Int:. I Lease Agreement (v.2.'l.15.1) pg, 9


(ix) Should Landlord need 10 rephicc the root: GR! agrees w i;onlribute tn the cw;t hy incrc:ising it~ annual rent payments by 6.1 i 86 ccnts per S<{UHTC foot ($5.(100 per year), commcndng when Llic replacement a•ctivity is ctimplctcd.

The Tenant will perform almost all of the Maintenance and Repair work, The Landlords reserves the right to review and accept or reject any work performed by the Tenant.

(c) Operating Costs may be incurred by way of reimbursement, and shall include l<lxes applicable thereto.

(d} The followinl!, shall be excluded from Operating Costs, unless Llw Tenant agrees in writing to pay for such scrvic;<?s:

(i) Depreciation of the origiuul construction cool' of!hc Hullding;

(ii) E.xpen~cs relating to Tc:nants' \Vork (because Tenant pays these di~tly per Section 3,04);

(iii! lntcre;,1 on L<1ndlord indeht~xlncss;

(iv) Expenses l(>r which Landlord, by the terms of this Lea.~e or :my other le-Ilse, makes a separate chnrgc:

(v) Real "'late taxes onl) if Tenant is paying these directly to the local go\'cmment per Section 4.02

(vi) Structural Repnirs including rcph1cing the mor(i:xccpt a.~ pm"idcd for in the previous parugraph 4,03 O{\•ii)), foundation, slonn water drainage systems and utility lines fmtn the Building lo ~twct. provid"d !hat sudi repairs are unre!alcd to any Tenant improvements and arc HQ! requin."<.I dl!c to by Tenant's Work, Tenant's changt: in use or misuse nfthc Premises ,,r Tenant's failure ro comply with the terms of this /lgreemenl;

(vii) Capital an<l <>Lhcr cxpens~ incurred in the construction of additional leaSllhlc arc:a on the Pmpcrty;

(viii) Complete repainting oflhc exterior

(ix) Expenses reimhurs~xl by insunmcc; and

(X) Reserves

4,04SEClJR[T)' DEPOSIT T~nant agrees thal the Security Deposit shall he paid before the end of the due diligence pe1iod under the l'&S, as it may be ext.ended, unless Landlord terminates the P&S or Ten;int terminates this Lr!ase under Section 17,16 prior to the end of

l'rimstonc, I.LC- Garden Remedies, Inc. I Lcas1! Agreement (v.2.4.15,1) pg. 10


such due diligence period. Until the purchase of the Premises by Landlord, the Security Deposit shall be held in escrow by the title company used by Landlord in connection with 11cquisition oftht~ Pr'cmiscs or such other third party agreed upon by Landlord and Tenant, and shall nut!)(, released to Landlord or Tenant except as provided by the terms hereof. Upon the pun:hase ofthti Premises by Landlord .. the Security Deposit shall be released to Landlord and Landlord shall have the right to c:omminglc the security deposit with Landlord's other funds and investments and may invest the funds in property improvements. The Security Deposit will not <Jccruc any irltcrcsl In addition, p1ior to die end of the due diligence period, as it may be extcnd(,d, under the P&S, Tenant \viii ve1ify to Landlord the existence of at least $3.5 Million in funds under its control. . Landlord shall hold the Security Dt~posit throughout the term of this Lease. as security for the performance by Tc,,rnnt of all obligations on the part of Tenant to be kept and performed. In no event shall said serurity deposit b11 deemed to bt! a prepayment of rent nor shall it be considered (exc:ept as set forth helnw}, a measum ofliquidatcd damages. Landlord shall have the right from time to time without prejudice lo any other remedy Landlord may have on a1:cotrnt th!!rnof, to apply such deposit, or any part thereof, to rnn• a d<>fault by T!!n:rnl hereunder 01· Landlord's damages arising from any default on the part of Tenant. If any amount of such deposit is so applied, Tenant shall pay the amount so applied to Landlord upon demand therefor. Landlord shall return the deposit, or so much thereoi as shall not have theretofore been applied in <1n:onlani:~ with the terms of this Section 4.04 to Tenant on the expiration or earlier termination of the Lease Term and surrender of possession of the Prcmb<:s hy Tenant to Landlord, provided all rent and all other amounts due hereunder hav\1 been p«id by T~nanL

Article V. USE 01" PREMISES:

5.01 l'ERMITIEIJ USE. Tenant agrees that the Premises shall be used and occupied by Tenant only for the Permitted !fan p11r S~ction 1.02. The parties hereto recognize the cultivation and sale of medical or recreational marijuana is not currently permitted under Federal law, hut that medical marijuana use is permitted under the laws of the Commonwealth of Mass.a1:husells fur those who <ffe properly liccnsl~d under Massachusett~ law. Should recreational marijuana use also be permitted under Massachusetts law, it will :~lso be a permitted use under this lease agreement. Landlord and Tenant shall not permil anyone to smoke or otherwise ingest Mariiuana or M!Ps on the Premises.

5.02CO!l·IPUANCE WIT! I LAWS. Tenant agr"<'S lhal iL~ opur.tlions shall comply with Massachusetts state and local laws, and fecforal law:; exempting foch!ral l~ws rdating lo mediCJI and (iflawful in the state) recreational marijuana. Subje<:t to Tenant's right to terminate this Lease as provided in Section 17:16, Tenant shall obtain local and state approvals, permits, licenses, registrations, varianws and the like from governmental or quasigovernmental authorities, (collectively, "Approvals") which are required for

Primstone, LLC- G;mlen RemedieJ;;, In1:. I Lease Agreement (v.2.1.15.1) pg. 11


Tenant's improvement~ to and use of the Premises, including, without limitation, any which may he required for any conslrudion work and installatioris, ;llterations or additions made by Tenant to, in., on or about the Premises; provided, however, that Tenant shall not seek or apply for any Approvals without first having given Landlord five business d>1ys to review any applications for Approvals and all materials and pl;ms to be submitted in connection therewith and obtaining Landlord's written cunsent, which shall not be unre;.sonably \~~thheld or dcl"yed, in accordance with Artide 3.01 of this Lease. ln any ev1mt, Tenant shall be responsible for all costs, expr,nst,s, ;md fees in connection with obtaining all Approvals. Unless Landlord responds within 5 business days, the improvement request will be deemed approved. Without limiting the gcnc1-al application of the foregoing. the Tl~ti<Utt shall be responsible for compliance of the Premises, including, without limitation, any alterations It may make to the Premise:~ with the requirements of the Americans with Disabilities Act (12 U.S.<.:. Section 12101 et seq.) and the regulations and Accessibility Guidelines for Building.~ and Facilities issued pursuant thereto, as the samu may be amended from time Lo lime (rnllectively, the "ADJ\"). At the signing or this lease the Landlord and Tcn~nt ;•gree that there arc no code viol;itions on r!'cord with the building department (for its rnrrem use). It is expected that the Tenant's rl'quest for a certificate of occupancy (which we e:<µect \'.~II inclu1fo a 'change in use') will not be granted unless lhere ;m;' many upgrades and imrmwement.s to the building. The Tenant will bear all costs to improve the building such that they can oh ta in a certifkate of occupancy and put the property into use. Thereafter, Tenant shall, at its own cost and expense, (i) make all insla!latlons, repairs, alterations, additions, or improvement~ to the Premises required by any law, ordin<mce, by-law, code, rule, regulation or order of any govcrnment;1I or quasi-governmental authority and bring and maintain the property up to code and the insurance requirements for their new and !iarticul~r occupancy, Landlord will perform structural rcpai" p1.'r 4.03(\'i) to keep the Premises equipped with ;ill requirP.ci ,;,ifety equipment and applbnce' for st.1ndnrd industrial use (ex: the existing use being th<'. assembly of wire shelving); and Landlord will comply with all laws, ordinances, codes, rules, regulations and ordim; and the requirements applicable lO lhe Premises, Building and Land~ as required for the standard industrial use. Tenant shall not place a load upon any floor in the Premises exceeding the lesser of ta) the floor load per square foot of area which such floor was designed to carry as certified by Landlord's architect :ind (b) the noor load per square fol)\ of ;ffe<1 which is allowed by law, and whkh will be certified by the Tenant's architect. I.and lord reserves the right to prescribe, acting r<'asonably, the weight and position of all business machines and mcchaniG.ll equipment, including safes, which Sh<ill be placed so as to distribute the weight, provided such phlc!!ment u(Jes not materially impede the Tenant's operJting efficiency.

5.03TENANT'S OPERAT!QNAL COVENANTS. In regard to the use and oi:i:upancy of the Premises, Tenant will at its expense: (1) m;iintain the Premises in a clean, orderly and sanitary condition and free of insect~,

Primstone., LLC- G~r<lcn Rlo'medies, Inc. I Lease Agrccrnen! (v.2.·tlS.1) pg. 12


rodents, vermin and other pests; and (2) k11cp any garbage, trash, rubbish or other refuse in vermin-proof containers.

5.04Sl0N8. Except as expressly permitted in this Article V, Tenant shall not place any signs, placards, or the like on the Building or in the Pn,,niscs that will be visible from outside the Premises (induding v.'ithout limitation both interior and cxtc1ior surfaces of windows), Subjeli to Tenant ohtaining necessary approvals and per'mils therefor, Tenant may erect one exterior sign in a location designated by Landlord containing Tenant's name and no advertising rnalcrial. The total area of Tenant's ·~xtet'ior sign shall not exceed that proportion of the total area of exterior signagt! allowed on the l:luilding under zoning that the 11oor area of the Premises bears to the total floor are<' uf lhc Building. The costs of all interior and ext(!rlor signs and the installation thereof, induding the costs of any required permits or approvals, shall be the responsibility of Tenant The Tenant shall comply at its 0\~~1 expense with the req11ircments of laws and regulations affecting Tenant's signs. Tenant shall remove signs upon termination oflhis Lease and shall return the Premises and the Building to their condition prior to the pl«ccrnenl or erection of said signs. Any s1gnage sh;1ll additionally comply with 105 CMR 725. lOS(L) as may be amended from time to time.

5.05 I IAZARDUUS M!\TEfUALS,

~mdlord and Tenant agree to remediate the presence (lf contaminant<; on the Premises per Exhihit E - Property Clean Up", The Tenant shall not use, handle, store or dispose of any oil (excluding oils derived from the marijuana plant), cultivation nulril!nLs, chem lea ts, hazardous or toxic substances, materials or wastes [excluding marijuana) (collectively "Hazardous Malerials") in, under, on or about the Property except for such storage and use which is permitted by law. Any l lazardous Materials in the Premises, and all containers therefor, shall b-e used, temporarily kept or stored, and disposed of in conformity v.'ith all applicable laws, ordinances, cotles, rules. regulations and orders of governmental authorilie.,. lf th" Ll'<rnsportation, storage. use or disposal of Hazardous M;iteri;ils anywhc1·c; on the Property in connection with Ten;rnt's use of the Premises r<:!sults in (1) contamination of the soil or surfut:e or ground waler or (2) loss or damage to person(s) or property, then Tenant agrees (i) to notify Landlord immediately of any contamin;ition, claim of contamination, loss or damage, (ii) after consu!talion with and approval by Landlord, to dean up all contamination in full compliance with all applicable statutes, regulations and standards, and (iii) to indemnify, defend and h<>!d Landlord harmless from and against any cfaims, suits, causes of adion, cosL~ and rces, including, without limitation, attorneys' fees, arising from or connected with any such contamination, daim of contamination, loss or damage. lf required by law, this provision shall survive the termination of this Lease. No consent or approval of Landlord shall in any way be c<>nslrucd as imposing upon Landlord any liability for the means, methods, or mann<"' of removal, containment

Primstone, LLC- Garden Remedies, In.:. I Lease Agreement [v.2.4.15.lj pg.13


(H' other compli<1nce with applicable law for and with respect to the foregoing. The terms of this Section 5.05 shall apply to any transportation, storage, use or disposal of Hazardous Materials i1Tcspcctivc of whether Tenant has obtained Landlord's consent therefor hul nothing in this Lease shall limit or otherwise modify the requirement of consulting with Landlord per clause (ii) above. ff the Tenanl is defined as a ·very Small Quantity Gencnitnr of lfazanlous W;1ste" per 310 Code of Massachusetts Regulations (CMRJ Department ofEnvironment-,il Protection: then the Tenant will be authorized to store hazardous waste for li.rnger than 3 months but no more than one year. When an approved hazardous waste container is filled, Tenant v.~ll dispose of waste in no more than 3 days in a manner compliant with state and federal regulations.

5.061NSl'RANCE RISKS Tenant shall nnt permit any use of the Premisr:s, other than the Permitted Uses, which will make void;;b)e or, unless Tenant pays the extra insurance premium attl"ihutablc thereto as provided below, increase the premiums for any insurance on the Building or on the rnntenL5 of s;<id property or which shall be contrary to any law or regulation from tim" to time est<iblished by the New England Fire Insurance Rating Association (or ;•ny successor organization) or which shall require any ~Iteration or ;iddition to the Building. Tenant shall, within thirty (30) d~ys after written demand therefor, reimburse Landlord and all other l~nanls for the costs of all extra insurance premiums caused by Tenant's use of the. Premises. Any such amount<> shall be deemed to hi! addition;il rent hereunder.

5.07L'JXCTR1CAL GAS. WATER. AND SEWER EOlJll'MliNT The Tenant shall not, without Landlord's written consent in earh instance, which consent shall not be unreasonably withheld and/or delayed, connect to the electl"ical distribution system any fixtures. appli;rn1;es, or equipment which will operate individually or collectively at a wattage in excess of the ~upadty fhuw,,vcr labded) of the electrical system scl'ving !lw Premises as the same may be reasonably determined by Landlord and Landlord may audit Tenant's use of electric power to determine Tenant's compliance herewith. Such written response by Landlord must be provided within 5 business days, otherwise the tandionl will be deemed to approvt>.

5,0SI@::l,:\NT'S OPERATIONAL COVENANTS. (a) At1irmative Covena11L': In regard to the usc and occupancy of the Premise,, Tenant will al ils expense, in addition lo its obligations undcr Section 8.0 I : {I) keep the inside ami (lutsidc of all glass in the doors and windows of the Premises reasonably cleoo; (2) rcpln.:c promptly any cracked or broken gJa" of Lhc Premises with glass of like kind atld quality: (3) main!uin !he Premises in a clean, order!)· urn.I "milary condition and free of insects. rodenl~, vermin and od1cr pests: (4) keep any garbage, trash, rubbish or other refuse in vermin-proof containers within the intc-rior of the Premises until removi;d (aml Tenant shall cause die Prcmis<.'S to be inspected and exterminated, if nece.-,sary, on u regular basis by a

Primstone, LLC - Garden Remedies, Inc. I Lease Agreement {v.2.4.15.1) pg.11


repulablc, liccns.:<l cxtcnnina!or and shall pto\'ide l-UI1dlord, on reque,;t, with a copy of Tcnimt's <:ontrnct for ."t1ch ~rvices); and (5) keep all mcch1mical 11pprm11us rree of vibrntion and loud noi;;c which may be transmitted beyond the Premises or i:lamage the cquipmL"fll. Ir noti tied hy I .>mdlord of any violation of these Covenan1', Tenam shall have 14 days from the date or receipt or such notice 10 cure such default.

(b) Negative Covcnan~: In rcgnrd to the use aml oc<;upoocy of the Premises and common arc:1~, Tenant will not: (I) pla<:e or maintain any trash, refuse 1)r other articles in uny vestibule or entry nf!he l'rcmi!K'S· on th'' sidewalks or corridors adja.:cnt thereto or elsewhere on the exterior of the Premises so U.'i to obstnJcl anv corridor, stair'i.vav 1 siiil!\\·ulk nr l::<lrrtmon arc:a; (2) - ' . . . permit undue llccmnu!utions of or hurn garhai:;e, !rash, rubbish or other refuse within or without 1he Premises; or (4) wmmil, nr sulfor 10 he commiUcd, any waste upon the f'rcmises or any public or private nuisan~'C or use or permit the use of any portion of the Premises for any unlawful purpose under state or local law.

If any State of Massachusetts. Worcester County. or City of Fitchburg governmental entity (including any court, bureau, agency, or department) or any Federal Court notifies Tenant or Landlord that foilure lo comp!~· with il<; instruction will result in fees or penalties, and the Tenant docs not comply with the instruaion within that notices' warning pcriixl or within 30 d;iys, the Tenant will put into Landlord escrow a legal fee n:lainer pf$25,(){){) {or fl~ the intlepemlent lawyer may re<t'ilmably estimate U'i appropriate to ad<Jnoss lhe circumstance) [llos the rull amount of"the pmjectrd foes or penalties for the month. Once the b'SUe is resnlvcd the remaining escrow will he returned Ill the Tenant. Failure tn cmnply will permit I .undlord to terminate the lease,

Artide YI. INSTALLATIONS, ALTERATIONS AND ADDITIONS

6.01.INSTALLAT!ONS. ALTERATIONS. AND ADDI llONS. Tenant shall not make installations, alterations, or additions to the Premises unless the Landlord consents thereto in advance and in writing, which consent shall not be unreasonably Withheld, delayed or conditioned. Such written responses must be provided within 5 business days, and will be deemed ;1pproved unless acted upon. Except as provided for in Seti:ion 6.02, any insr.illations, alterations, or additions made by Tenant shall be at Tenant's sole cost and expense and shall be done in a good and workmanlike mannc1~ and prior to Tenant's use of the Premises, after the performance of any such work, Tenant shall procure certificates of octupancy and any other required certificates. Landlord will provide assistance if required by Tenant. To the extent an installation, alteration or addition increases the square footage of the Premises, Rent shall increase to reflect such additional square footage based on the fair market rental rate for such space, accounting for the fact that such space was constructe-d and paid for by Tenant. Tenant shall not suffer or permit any mechanics' or similar liens to be placed upon the Premises for labor or materials furnished to Tenant or claimed to have been furnished to Tenant in connection with work of any character performed or claimed to have been performed al the direction of Tenant, and shall cause any such lien to be released ofl"ccord forthwith

Prim~tone, LLC- Garden Remedies, Inc. [ Ll!ase Agreement {v.2.1.15.1) pg. 15


witht>ut cost to Landlord. Any and all Tenant installations, alterations, and additions, in or to the Premises, thal am intended to become or do become part of the real estate shall be fully paid for and free and dear of any and all chattel mortgages. conditional bills of sale, security interests, or any liens or encumbrances of any kind or nature. Installations, alterations ur ;ulclitions made by Tcnanl to the Premises, including. without limitation, all utility systems (lnduding all lighting and HVAC equipment) and fixtures installed in connection therewith, other than movable personal property, hut not including Tenant's lighting and other specialized equipment particular Lo the cultivation, extraction and packaging ofmedic.-tl m;irijuana, and generators and oth('r movable equipment, shall become the property of Landlord at the termination or expiration of this Lease. Should tJic tenant remove their lighting fixtures, Tenant will repl;•ce the lighting with lighting to 1·(,turn the space to well lit industiial use. At the time L.andlord consents to any irnpro\•ement~. Landlord shall designate in writing which portion of the improvements need to be removed at the end of the Lease Term, but Landlord shall only require such removal for improvements that are out of the ordinary, will unlikely be useablc hy another tenant and will materially increase lh•i co~i: of demolition if such demolition is necessa1y. Should the Tenant endose the windows [for S(:curity purposes] at the end of the Lease le rm, the Landlord may require lhe Tenant to restore the now existing windows.

6.02£'.Afj \,:\L IMl'ROVEMENT Al .l OWANC:J;;J})' LANDLORD. I Jmdlnrd will make $500.000.00 available to Tenant for (except as provided below) capital impruvemcnls, including HVAC. eie<:l.rkai sy'l"m· or the sprinkler system -and excluding non-capital impmvcmcn!s such as any worl:. related lo installing walls, wiring. and painting. Plans for con•lru,lion that will utilize this Capital lmprovcm~'llt Allowance must be approve<.! by Landlord prior 10 being performc::d. ml(] nol be unreasonably withheld. Tc::mmt shall supply all required permits ;;nd plans to Landlord to ohtain Larldlord's approval (per Section 3.04 al>0ve), which thereafter shall not unreawnably h<! withheld and d~med approved if not responded to within 5 busim.'Ss days. Except a~ cxprcs~ly provided for herein, any improvement made with Landlord's runds under this sccli(ln shall remain part of the Premises. and shall not be removed ut the time Tenant vucalt:5 the premises. ·1 hC'se furuh. will ht: pnwi<lcd to Tenant on an as oeeded h.~sis. and lenant will rrovidc c1.mslruction proposals from a lic<:ns1:<l Contractor for each amount sought by Tenant pursuanl 10 this Section before Landlord is obligated to provide said allowance money. LarnJlord's di>bursi:-mcnt will be made within :rn days of request, with irwnic<' for work c-0mple1ed attached.

In addition, before Landlord is obligated to provide lhc $500,000.00 conrempl11t~"'1 by this section, Tenant must submit completed engineering and architectural plans for thdr proposed construction, including hul not limited to plans for I IVAC. power, and natural gasloii. In addition to these plans Tenant must suhmit bids fi.ir the costs of construction of these plans ANO pn1ofofavailablc capital lo complete the construction. Such available capiral may be reduced by $500,000.00 which landlord shall supply in the event tlmt the lcrms ofthi& st"<::tion are met by Tenant

• Tenant will lund the first $1.2(1(),000 in impmvcmcnt costs;

Primstone, LLC - Garden Remedies, ln(c I Lllase Agreement (v.2.4.15.1) pg.16


• Ltindlord shall disburse the next $300,000 (which >hall be di~urs."1 for any purpp:;c rclalcd to Tenant's Work as long as $300,000 in capital improvement' lum:: been <:ornplc!cd by such time);

• Tenant will rund 1hc next $700,000; • Landlord shall dispi:rsc lhi: next $200.000 of the improvements (which, contrary

lo the l~nns uhove, may hl' Usl·d lur imy purpose related to Tcnll11t'S Work); and • Tenant shall fund the r<:maining improvements.

Lamllwd shall provide to Tenant upon acquisition of the Premises u rnpy or ri recent bank slalcmcn! showing adequate funds are in Landlord's account to fund the full Capital lmprovcmcn1 Alk>wllJlcc.

If Tenant elects lo draw from Landlord the full $200,000 tranche of the Capital lmpnn·ernenl Allowanc<: as <lcscril:x;d aoovc, Tenant shall pay as add.itional rent $3,050 J>Cf month for 120 morlllK l lowevi:r, irTemml elects lo draw from Landlord less than the full $200,000 tranche of the Capital Improvement Allowance, Tenant shall pay as u<lditi~1m1i rcnl that p<:rccntagc of such $3,050 per month as is equal to the pcn.:entagc of !he $200,000 lnmchc 1hat has been dra\\TI by Tenant.

lf'Landlonl foib lo advance the $500,000 Capital Improvement Allowance in au:ordancc with the terms h<:r~'l>f, and fails to cure such default within 15 days after notice from Tenant lo L;mdk•rd, T~nant may obtain such funds elsewhere and not pay the $3050 (or a porlion thcn..'t•f) and may deduct the 5300,000, from the Full Rent due hereunder.

Arricle Vil. ,1sSHrNil,IENT Al'l'D ST.!TU.EITTNG

7.01 PRQHll31TION. Notwithstanding any other provision of this Lease, Tenant shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involunt-.irily, this Lease or any interest herein or sublet any portion of the Building without, in each instance, having first received the express written consent of Landlord (whid1 consent shall nol be unreasonably withheld or delayed). unless such as.sign is to a wholly owned subsidiary of Tenant. Notwithstanding the foregoing, and not in limitation thereof, it will be deemed rcasonah!c for Landlord to withhold its consent to any proposed tenant or sub-Tm1<rnt which dues not, in Landlord's reasonable judgment, have sufficicnl rinandal nel worth or cash flow from operations to satisfy its obligations under this Agre<'ment or any applic;ible sublease, whichever is the case, or a good reputation. A.~ a cnnclition precedent to Landlord's consent to any assignment o!'this lease, 1-'ln<llord may request certified financial statements of the proposed sub-Tenant, and Landlord, at Landlord's sole discretion, shall determine if the proposed sub-Tenant has sufficient capital or cash flow to enter into a sublease. Any assignment (Jf this Lease (other than as permitted to a subsidiary or a controlling entity as Sl!t forth below) by Tenant without Landlord's cxpr&ss tons<>nt. which shall not be unreasonably withheld, shall be

Prim.stone, I.LC - G;irden Remedies, Inc. I Lease Agreement (v.2.4.15.1) pg. 17


invalid, void and of no force or effect Any request for consent under this Section shall set forth, in detail reasonably satisf.Jctory to Landlord, the identification of the proposed assignee, its financial condition and the terms on which the proposed assignment is to he madt1, induding. without limitation, the rent or any other consideration to he paid in respect thereto and such request shall be treated as Tenant's v.~.-1rr.mty in respect of the inform;ition submitted therewith.

In any caw where Lam.Hord shull consent to any assignmt:n! or sublet, Tenant originally named herein shall remain folly liabk for Tcnant obligations hereunder. including, without limilmion, the obligation ln pay 1h~· rem and other anwunt~ provided under this Lease ami st«.'h liability shall not he am:ctc<l in any way by any future amendment, mooificalion, or extension of thi' l .i::i~ 1)r any further assignment., otlu:r lransfcr, or subkasing and lenant hereby irrevocably consents w any and all such transactions. Tenant agrees to pay w J .. :mdlord. within fifteen ( l 5} dtt}'S of billing therefor, all f\.'<l.'i-Onahle iegul and other out-of-pocket expenses incurred by Landlord in connection with any reque,;1 10 as,ign or sublet. It shall be a comlilion of the validit:y of any pcrrniHcd t1ssignmc11t or subletting thut lhc a~signcc or sub-Tenant agree dirc'<=t.ly wirh Landlord, in fonn sutisfactory to Landlord, to be hountl hy all Tenant obligations hen:unu.:r, including, without limitation. the ohligalion to pay all Rent an<l oth"r amounts provided for und~r this Lease and the CO\·euunl aguinsl funh<:r assignment or mher tmnsfor or subletting.

T cmml has the right to assign this I .case 10 another industrial u:;er to as>umc the Lease, provided the Landlord ap11rove~ (which will not be unreasonahly withheld). lfanother industrial user sub let's the Pr~miscs. having first ohtained I ,andlurd's consent, at a rental in excess of the rent anti additional rent due and payahle by T•,nant under the provisions ofthb l.ca:;e, percent (50%) of such exc.:;;s Ri:nl and Additional RcnL aller the deduction of the cost' nrthe !cnant improvements and hmkcrngc f~'<;'S in connection with such sublease amortize<l over the term of such subleus", shall become the sole propcrty of Landlord, il h<:ing agn:cd. however, that I .an<llonl shall nol be responsible fr>r any deficiency ifTcnnn1 shall sublet the l'remis~s al a rental less than that provitled li>r herein.

f<lNANCIAL INFORMATION. Viithin fifteen ( 15) tl!<ys alkr written request by Landlord, from time to time, Tenant shall supply to Landlord and to any lender, purchaser or prn~pectivc lt:mlcr or purchaser designated hy I .:111dlord a current financial statement. including a balance sheet and income ~talcrncnt, certified to he true an<l corrt,ct by an officer of the lcnant and pr.:pured in acwrdancc with generally acc<'p1cd accounting principle;; coiH.i~tenlly applied.

7.02ACCEPTANC£. OF RENT FROM TRANSl'[3RJ2];'.,_ '11ie acceptance by 1-<intllord of the payment of Rent, auditional rent, or other charges following assignm1•nt or other transfor prolllbitm:l by this Article VII shall not be deemed to be a consent by Landlord to any such ~sslgnment or other transfer, nor shall the !<Hme constitute a waiver of any right or remedy of Landlord.

Prim.~tonc, LLC - Garden Remedies, lnc.11..ease Ag1wm1ent (v.2.1-.15.1) pg. 18


Article VIII. REI' AIRS AND MAINTENANCf<:

8.01 TENANT Ol:lLIGATl9NS .. From nnd after the dale lh;•l pus.~r,ssion of the Premises is delivered to Tenant and until the end of the Lease Term, Tenant shall keep the Premises and every part thereof in good order, condition, and repair, reasonable wear and tear and damage by casualty, as a resull of condemnation, or as a result of the failure of Landlord to provide services required to be provided hereunder only excepted. Tenant sh<ill be responsible for maintaining the p;1rkir1g areas, lighting, and walkways (1n the Premises and shali be responsible for all snow removal (including the roofs to prevent overloading). Tenant shall be responsible for maintaining lhe mechanical systems in the Building and utility lines lhat the Tenant may have inst;1Ued or moved.

8.021.A NDl .ORD Ol:lLIGA TlONS. Except as may be provided in Article IV, Article Xll and Article XIII, Landlord agrees to keep in good order, condition, and repair the structural components and the roof (subject to cost shaiing forthe roof as provided hy Section 4·.03(b)(vii)) of the Building, tht~ utility systems that run from the Building IO !lie street or other area where tht!)' lit! into the main utility lines and the storm wallir drainage systems, if any. Notwithstanding the foregoing. Landlord shall not be responsible for additional cost~ or improvements to such structural components, root; or utility systems resulling from Tenant's improvements or particular use of the Building ..

Artich! IX. UTILITIES

9.0l SEl'AR/\ TELY /\·!ETEBJ3.!2.!.JTlLITIFS. Tenant. sh~ll pay dircclly lo the utility, as they become due, all bllls for electricity, gas, water <llld sewer charges lLinlcss Landlord pays such bills and/or seeks 1·dmbursements for same under Se•lion 4.02 or 4.03 above), and other utilities and rental or service fees (whether they arc used for fumishing heat or for other purposes) that are furnished to the Premises and now or hereafter separately metered or billed by tht> utility to the Premises. If any utilities used or consumed by Tenant are not separately meterml, Tenant shall reimburse Landlord for the costs thereof as determined by Landlord with f'ull disclosure of such costs to Tenant. Landlord agrees that Landlord shall cause utility connections to be available at the Premises. Accordingly, if any utility line leading to the premises (e.g. a water or sewer line) requires repair and such repair is not the responsibility of the applicable utility, Landlord shall be responsible for such repair and su~n •ost shall not he an Operating Expense. Notwithstanding the above, Tenant shall be responsible for the cost of (i) any initial upgrades to utilities p1!rformcd as part of Tenant's Work, fii) any ri:!pairs required to utility improvements instalt.~d hy Tenant, and (iii} repairs to such utilities required due to Tenant's Work or Tenant's fault Landlord's obligallon lo maintain utility lines shall only apply to utilities present a11d al lhc size or level at

Primstone, LLC- G;lrden Remedies, Inc:.\ Lease Agreement (v.2.4.15.1) pg.19


lhc time of execution of this Le~,:;e, If Tenant increast!S, replaces or modifies any existing utility lines, Tenant shall be solely responsible for all costs related to their provision, inst<1llation and maintenanl~e. In the event that Tenant's construction or Us11 shall require sewer, power, water, or natural gas lines run to the Premises, Tenant shall be solely n·~1mnsible for all cost$ related to their provision, inst~!lation and maintenance.

A11iclc X. INDEMNITY

10.01 Tl IE l];NANT'S lNOEMNITY. The Tenant shalt indl'mnify and save harmless L~ndlord. the directors, officers. agents, and ernploycus of J,;mdlord, against an<l from all claims, expC'nscs, or liabilities ot whatever n;iture (a) arisingdircclly or indirectly from any default or bre;,ich by Tenant or Tenant's contractors, licensees, agents, servants, or C'rnployees under any of the l<,rms or covenants of this Lease, or the failure ot'Tcnanl ur such persons to comply with any Fcdcr~I local, county, or state law, rule, or<ler, regulation, or lawful direction now or hereafter in force of any public authority, in each case to the extent the same arc related, directly or indirectly, to the Premises or tJ1e Building, or Tenant's use thereof, or (b) arising directly or indir,;dly from any accident, injury, or damage, however caused, to any person or property, on or about the Premises: or provided, however, that in no event shall Tenant be obligated under this clause (b) to indemnify Landlord, the directors, officers, ag<mts, or employees of Landlord, to the extent such daim, expense, or liability results from any omission, fault, negligence, 01· otlwr misconduct of Landlord or the officers, agent~. or t:mployees of Landlord on nr about the Premises or the Buil<ling.

This indemnity an<l hold ham1less agreement shall include, without limitation, in-Ocmnicy against all expenses, aUomc;y's foes and liabilities im;um:d in connoction with any su.:h daim or proceeding brought th~re~.>n and the defense there(lf with counsel reasonably acceptable to 1.andlur<l. At the request of Lamllord, Tcn.~nt shall defend any su~h claim or proceeding dire;:lly on behalf and for the benclil of Landlord. The provisions of this section shall survive expiration and termination of the Le.ase subject ln lhc uwlicable statutes oflirni1u1ion.

I 0.02 THE Tt;['!/\Nrs RISK The Tenant agreC's to use an<l occupy the Premises and !o use such other portions of the Building and t11c Lot (per Permitted Use) as Tenant is herein given the right to use at Tenanfs sole risk; and Landlord shall have no responsibility or liability for any loss or damage, however caused, lo furnishings, fixtures, ,:,quipment. or other personal property of Tenant or of any persons claiming by, through, or under Tenant, unless otherv.~sc specified herein.

10.03 lliJ!,IBY CAUSED BY THlRD PARTIES The Tenant <lt,'Tccs that Landlortl shall not be responsible or liabk to Tenant, unless the loss uml dam~gcs ore c.uus(-J <lircctly hy the Landlord or Landlord's ag~nt:; or its

Primston<l, I.LC- Garden Remedies, Inc. j 1,ease Agreement (v.2.4.15.1) pg.20


contl'actors, for any Joss or damage resulting to Tenant or lhosc claiming by, through, or under Tenant, or ils or 1hcir property, that may be occ1L,iom:d by ~ir through the acts or omissions of pet"S<1n~ vc~upying any part of the Building, or for uny loss or damage to property from the breaking, bursting, crossing, stopping, or k:uking nf electric cables and wil'e~, and water, gas, ,;ewer, or slCfilll pipes, or like matters.

10.04 SECURITY, Tenant agrees that, in all events, Tenant is responsible for providing security to the Premises and its own personnel. By way of description and not limitation, Tenant shall comply with Massachusel\s law, which among other things, rcquiros Tenant to store all marijuana in" secured area, Jocked safe Of' vault in such a manner as to prevent theft. Tenant shall also establish limited access areas accessible only to GRl's authorized p1m;onnel or its agents. Tenant agrees to cnmply with the prnvisions of 105 CMR 725.110 as may be amended from time to lime.

Artick XL INSURA.i..,.CE

I !.OJ PUBLIC LIABl!.l'f_Y INSURANCE. fa) The Tenant agtces to maintain from the date upon which T<~nant first enters the Premises for any reason, throughout the Lease Tem1, and thereafter so Jong as Tenant is in occupancy of any part of the Premises, (a) a policy of commercial general liahility insurance, written on an occurrence basis to cover any liahilities assumed under this Lease, insuring against all claims fol' injury to or death of persons or damage to property on or about the Premises or arising out of the use of the Premises, including products liability, and completed operations liability, and (b) automobile lh1bility insur-ance cow•ring all owned vehicles, hired vehicles and all other nonowned vehicles. E<ich guch policy shall designate Tcnam as a iiaml.'d insured, and Landlord, its managing agent, if any, and any mortgagees (as may be set rorth In a notice given from time to time by I.and lord) shall be named as additional insureds, as their interests appear.

(b) Each such policy shall expressly prnvitfo !hat it shaH not e:-..'[Jire or be amended or canceled without at least Len (10) days' prior written notice to Landlord in each instance and that the inlcrc!>is of Landlord thereunder or therein shall not be affected by any breach by Tenant of any policy provision, and a duplicate original or certificate thereof shall be delivered to Landlord. The minimum limits of liability ofsudi insurance shall be bodily injury and prnpcrty damage combined single limit of (one million) $1,000,000 per occurrence and $2,000,000 {tv;o million) in the aggregate. The Landlord shall have the right frnm time lo lime, ;icting reasonably, ro increase such minimum limits upon notice to Ten;rnt, provided that a11y such increase shall provide for coverage commonly carried on similar properties in the area in

Primstonc, I.LC - Ganlen Remedies, Inc. I Lease Agreement (v.2.4.15.1) pg. 21


which the Premises arc located and is available at commercially reasonable rates.

11.02 llAZARD INSIJRANCE. (a) The Tenant agrees to maintain from the date upon which Tenant first

enter'.'> the Premises for any reason, throughout the Lease Term, and lhHe<ifter so long as Tenant is in occupancy of any part of the Premises, a policy including the amount of any deductible thereunder, insuring any leasehold improvemcnLs paid for by Tenant and all fixtures, equipment, and other personal property of Tenant against damage or destruction by fire or other casualty in an amount equal to the full replacement cost of such property. Tenant shall also malnt~in insurance against such other hazards as may from time to lime reasonably be required by Landlord or the holder of any mortgage on tlw Premises, provided that such insurance is customarily carried in !he area in whkh the Premises are located on property similar to the Building and that Tenant rereives written notice specifying all such additional insur<rnce as may be required. At Landlord's request, any such pol ides of insurance shall name any such mortgagee as loss payee under a standard mortgagee's clause, provided that mortgagee agrees to make insurance proceeds available to Tenant as required under this Lease.

fh) The Landlord shall maintain in full fon:e throughout the Lease Term an "all 1isk" (special perils) policy of insur<mre upon the Building and Landlord's systems, fixtun•s and P.quipment (and all other improvements to be made by Tenant. excluding any marijuana or produ~is containing marijuana.) for the full replacement cost thereof (which will be chargeable to Tenant as NNN cosl~). and

(c) If it can be obtained at commercially reasonable rates, Tenant will acquire insurance to cover business interruption, loss of inventory and propcl"ty (renters insur.mce ), and Surplus Linc Coverage and l.oss of lnwme Insurance for 3 months' lime ("Loss of Income Insurance") or up to 12 months as may be required by a mortgagee.

I un CONSTRUCTION PERlQDJNSURANCE. (a) i\t any lime when Llemnlilion or wnslruction work is being performed on or

about the Premises or Building by or on behalf of Tenant, the Tenant shall keep in full force and effect the following insurance coverage in each instance with policies reasonably acceptable to Landlord, including.. without limitation, lh!! amount of any deductible thereunder:

Prlmstone, LLC , Garden Remedies, Inc. I L"'"'" AgrP.PmPnt (v.2.4. 15.1) pg.22


(i) Builder's risk completed value (non-reporting rurm) in such fbnn and affording ~uch protections us n.'quircd by Landlord, insuring the improvement~ mude by Tenant, naming Landlord and ils mongagc~'S as additional insureds; and

(ii) Workers' compensation or similar insumn'~ in lonn and amounts required by law.

(h) Tenant shall C<iusc a ccrtifkale or certificates of such insurance to be delivered to Landlord prior to the commcnccmen1 of ~ny work in or about the Building or the Premises, in default ofwhh:h Landlord shall have the right, but not the obligation, to obtain any or all such insurance at the expense of Tunanl, in addition tu any other right or remedy of Landlord.

I 1.04 OTHER INSURANCE Landlord shall obtain commercial general liability insurance and it: should he reimbursable under the lease by the Tenant (as NNN Rent). The Insurance will provide for insurance of 1,000,000 per incidence and $2,000,000 in the aggregate.

l l.05 WAIVER Of SUl:IROGATION. L;.mdlord and Tenant mutually agree that with resp~ct to any loss which is covered by insurance then being carried by them (or which would have been covered if the insurance required hereunder had been obtained), the une carrying such insunum:• <rnd suffering s<•id loss releases the other of and from any and all claims with respect to such loss; and they further mutually agree that their insui·ance companies shall have no 1ight of subrogation against the other on ~ccount thereof. In the event the above waiver of subrogation Increases the cost of insurance tu either party hereto, the Tenant shall be responsible for such increase in cost.

The Tenant will p:<y all deductibles for all insurnnce claims related to Tenant !mprnvcml!nl~ and Landlord will bt! responsible fur deductibles for Base Building structural improvements.

Article XII. CASllALT\'

12,01 [)E.!JNlTIQN OF ".SUBSTANTIAL DAMAGE" AND '.J'...ARIJ/\L DAMAGE".

The term "substantial damage," as used herein, shall rcfor rn damag~ which i$ of such a character that in Landlord's reasonable, good f<1ilh estimate the same cannot, in ordinary cou1·sc, he cxpeclt!d lo be repaired within 60 calendar days from the time that such 1·cpair work would comm cm:<!. Any dam<ige which is not "substantial damage· is "partial damage."

12.(12 PARTIAL DAMAuE TO ll!E HUILDINO. If during the Lease Term there shall be partial damage t.o the Building hy Ore or other casualty, and if contemplated by this !.ease, Landlord shall promptly proceed

Primstone, !.LC- Gardr!n R1!medies, Inc. I Lease Agreement (v.2.4.15.1) pg. 23


to restore the Building lo subst;intially the condition in which it w;is immediately prior to the occun·cnct• of such damage, Payments hy J,andlord to repair the building shall he capped at the value of the insur;ince proceeds that arc paid (or should have been paid if Landlord had carried the insurance required hereunder) as a result of such damage In the event that actual rc1iair costs exn:ed those estimates, Tenant will be required to pay the difference between estimated and actual repair costs prior to re-taking possession of the Premises.

12.03 SlJBST1\NTl1\l. DAMAGE TO THJ;J~UJLDINU. If during the Lease Term there shall be substanO~I damage to the Building by fire or other casualty, Landlord shall promptly restore the Building to the extent reasonably necessary to enable Tenant's use of the Premises based on previously approved architectural plans and spedfications as approved by the municipality, but only !o the extent !he restorations are paid by the Building !nsur;ince Proceeds. If 1.andlord has not restored the Premises to the extent specified under this Section within six (6) months of the casually, or if the Premises shall be substantially damaged during the last six (6) months or the I.case Term then, in either such case, Tcn~nt 1m1y 1'11~ct to terminate this Lease by giving written notice of such election to Landlord within thirty (30) days after the end of such six month period and before lhe substantial completion of such restoration. If Tenant so elects to tem1inate this Lease, then this Lease and the term hcreuf shall cease and come to an end on the date that is thirty (30) d.iys ~~er the date that Landlord receives Tcllilnl's termination notice, unless on or before such date Landlord has sub~tantially completed such restoration. The insurance proceeds shall be applied to repair those damages. The tenant may elect to retrain all proceeds apply to the Tenant's opcrat.ions or possessions (and not the building or its improvements], Similarly the l,;rndlord may elect to retain all the remaining proceeds (that apply to the Building nnd its improvement~).

12.(14 AJ;IATEMENT OF RENT. IF during the Lt~asl! Term the Building shall be damaged by fire or casualty, th<it is not ;ittributilble to the Tenant or any of Tenant's agents, and if such damage shall materially interfere with 'T'enant's US(' of the Premises as contemplated hy this Lease, after the 3 month Loss of Income insurance policy expires, a just proportion of the Base !lent payable by Tenant hereunder shall abate proportionately for the pel'iod in which, by reason of such damage, there is such intllrference with Tenant's use of the Premises, having regard to the cxlent lo which Tenant may be required lo discnntinu(> Ten;mt's use of the Premises, but such abatement or reduction shall cntl if ;rnd when Landlord shall have substantially restored the Premises or appli<ld all insttrance proceeds.

12.0S MISCELLANEOUS In no event shall Landlord have any obligation to mah~ any repairs or perform any rcstoralion work under this Article XII if prevented from doing so by reason of any cause beyond its reasonable control. including, without limitation, l.) the

Primstonc, LLC - Garden Remedies, Jnc. I Lease Agreement (v.2.4-.15,1) pg.24


requirements of any applicable laws, codes, ordinances., rules, or regulations, 2.) the rcfu~al of thi; holder of a mortgage or grnund lease affecting the premises to make <ivail;lble to Landlord the net insurance proce-etls attributable to such restoration or 3.) the inadequacy of such proceeds (assuming Landlord has obtained the insurance required hereunder) to fund the full cost of such repairs or restoration. Reasonably promptly after Landlord asl:ertains the existence of any such cause, the Landlord shall either termin;1te this Lease or waive such condition to its restoration obligations and proceed to restore the Premises as otherwise provided herein. Further, notwithstanding the above provisions, the Landlord shall not be obligated in any event to make any repairs or perform any restoration work to any alterations, additions, or improvements to the Premises performed by or for the benefit of Tenant fall of which Tenant shall repair and restore) or to any fixtures in or portions of the Premises or the Building which were not submitted changes to the building per section 6.01.

Artkle Xlll. RMlNENT DOMAIN

13.0 l RIUHTS Or TERl\·11Ni\TION FOR TAKING. lfthe Premises. or such portion thereof as to render the balance (ir re-constructeu to the maximum extent practicable in the circumsl:;lnccs} physically unsuitable for Tenant's purpost~s, shall bc taken (induding a temporJry taking in excess of 180 days) by condemnation or right of eminent domain or sold in lieu of condemnation, this Lease shall tcnninate as of the date of such taking and no further shall be due th!!rnafl(,r.

Further, if so much of the Building (which may include the Premises) or the Land shall be so taken, condemned or sold or shall receive any direct or consequential damage by reason of anything done pursuant to public or quasi-public authority such that continued operation of the same would, in Landlord's opinion, be uneconomkal, L;rndlord may elect to terminate this Lease by giving notice to Tenant of such eletifon not later than thirty (30) days after the effective date of such taking.

Shou Id any part of the l'remiscs be s.o taken or condemned or receive such damage aml should this Lease be not terminated in accordance will1 the l(1regoing pnl\'isions, Landlord shall promptly after the determination of Landlord's awiml on account thereof, expend so much a~ mny be ne•e~s11ry or the; rn:I amount which may be awarded to Landlonl in s11ch condcmnatitin proceedings in restoring the l'rcmiscs to an architectural unit that is reasonably suitable lo the uses of Tenant pcrmittcd hereunder. Sh-0uld the net amuunt S<l awanlt:<l to 1.:mdlnr<l l>c in"1fllcicnt to cover the cost of so rcstorine the l'rcmiscs, in the reasonable estimate or Landlord, Landlord may, hut shall hav~ no obliglllion to, supply the amount of such insufficiency and restore the l'remi;;es ll> such an archilccturnl unit, with all reasonable diligence. or Landlord may terminate this Lewie by giving notice to Tenant within a rea"muhlc lime ul1cr Lundlord has determined the

Primstone, LLC- G;mlen Remedies, Inc. I Lease Agreement (v.2.4.15.1) pg.25


1.-stimated cost of such restoration, In the case of such taking. n:nt shall be abated in proportion to th<: amount of sp,.cc taken by such condc:nmation proceeding.

Ll.02 PAYMENTor.'AWARQ The Landlord shall have and hereby reserves and a(:ccpts, and Tenant hereby grants and assigns to Landlord, all rights to recover for damages to the Building and the Laml and the leasehold interest hen::by created. and to compensation accrued or hereafter to uccrue by reason of such laking or damage, as aforesaid. The Tenant covenants !o deliver such rurther assignmenL' and a'surances thereof as Lamllord 111'1)' from time to tirnc rcqu.:s1. Nothing conlained herein sl1all be cons1n1cd to prevent T;.,nam from prosecuting in any e-011<.kmnation proceedings a claim for ll1e value of any orT,11am\ lradc lhturcs installed in the Premises by Tenant at Tenant's CXJl"'n:>e and for relocation expenses, provided lhat such action shall not aft"et:t the amount of compensation oth<:rwise recovcrnhle hereunder by Landlord from !he taking authority.

13.03 ABt\TEMENT OF RENT. Jn the event of any such taking of the Premises, the Base Rent or a fair and just proportion thereor, according to the natul'(! and extent of the damage sustained. shall he susp!!nded or abated, ;~s appropriate and equitable in the circumstances.

13.tl4 i''>'llSC'J:::LLANEOUS. Jn no event shall Landlord have ;rny obligation tD make any repairs under this Article XllJ if pr'eventcd from doing so by re;ison of any cause beyond its rt!asonable control, including, without limitation. requirements of any applicable laws, codes, ordinan,es, rulC!S, or regulations nr requirement~ of any mortgagee.

13.05 BTCI IBI :RG MLINICIPAL AIRPORT EASEMENT Notv.·itl1'"tanding the balance of this Article Xlll the Fitchburg MunkipaJ Airpon has cxprcssi;<.I a desire to acquire b~· purcha~e or eminent domain proc"cding~ an air rights .-.ascm~nt over a fl(lrtion of the Prop¢ny within the flight path of th" airport. Said proposed easement docs not interfere with the existing structures on the property. Tenan1 will noc oo allowed to terminate the 1.,a5e, coll"<'l any payment, or rcceivi: any rent abatement pursuant to the Fit(hourg f\.funicipal Airport ea.">Cment, should such ai1

•-asement be obtained by Fitchburg municipal airport

At1.ideXJV. DEFAULT

14.01 TENAJ\"T'S !]EFAlll T. (a) If at any lime any one or more of the following event~ (herein referred to as a

"Default of Tenant") shall occur:

Primstone, I.LC-Garden Remedies, Inc, I Lease Agreement (v.2.4.15.1) pg.26


(l) Tenant shall fail to make ra>ment of rent"" any o1lu;r monetary amount due uoder this lease within Ji!ieen ( 15) <lays aikr Landlord has sent via certified or electronic mail to Tenant written notice of such <lefauh, provid~'ll however, Tcnmlt shall be ~ntitled to such notice and cure right only three times in any 12 month period;

(iii Tenant shall fail to p1'rll1m1 or nhs.:rve any other c<.>v.:nant or provisitin herein contained on Tenant's part to Ix: performed or obscf\'t"ti and Tenant shall fail 1<1 re111e<ly the i,mnc within thirty (30) days after written notice to Tenant specifying >uch ncgk"<.:t or lililurc, or, if such failure is of such a nature !hat Tenant cannot rcasonubly remedy the same within such thirty (30) day period, Tenant shall foil 10 commence; promptly to remedy the same and to

prosecute >uch remed)· to completion with diligence and continuity and no less thm1 ninety (90) days aller such m>ticc;;

(iii) except as othe1wise provided by applicabl" law, if !he "slate h•rcby created shall he taken cm cx<."<.:udon or by other process of law, or if Tenant shall be judicial!~· declared lmnkrupt nr insolvent according lo law, or if any assignmcm shall be made of the property of T emml iiJr the benefit of creditor;;, or if a rec.,iver, guurdian, con5cn•alor, trnstcc in involuntary bankruptcy or uthc;r ~imilar ollker ~hall be appoinwd lo take charge of all or any substantial part of Tenant's proper1.y by a court of competent jurisdiction, or if a retition shall l:>c tiled for the reorganization of Tenant wHler an» provi.•ions of law now or hereafter enacted. mid such proceeding is no! dismis~d within si>;ly (60) diiys aller it is bcgtm. or if Tenant shall file a petition rnr such reorganization, or for arrangements under any provisions of such laws pnwitling a phm fi .. >r a debtor Ill sclllc, satisfy or extend the time for the payment of debts;

(iv) T.:mmt shall vuc<1tc or abandon the Premises or Tenant shall cease to~ IL'!o\:11ly pcrmiUcd to ~>pcratc a RMD under the laws of the Commonwealth of Mu.."5achusc!ls,

then, in any such case. 1.andlord may, a~ pennitted by law, in addition to any remedies otherwise available to Landlord. immediately or at any time thereafter, and without demand or noti~c. enter into and upon the Premise., or any pan thereof in the name of the whole and repossess the same as of Lm1dlord's former e'tale, and expel T cnant and those claiming by. through or under it and remove its or their efiect> wi!houl being deenic<l guilty of any manner or lrcspass. and without prejudice to any remedies that might other\.vise he used for arrears or rent or preceding breach of coveJ1an1 andlor landlord may terminate lhi~ Lc:1sc by notice to Tenant and this Lease shal I come to an c:n<l on the date of such notice as fully and completely as if sm;h date were on the dale herein originally fixed for the expiration of the term or this I.ease (Tcn:mt hereby waiving any rights of redemption. if any, wider G.L. c. 186, § l l llJ extent that such rights may be lawfully waived), and Tenant will then quit and sum.,ndcr the Premises

Primstone, LLC - GardC!n Remedies, Inc. I 1.easf! Agreement (v.2A.15.1) pg.27


to Landlord, but Tenant shall remain liable as herein prtwi1kd. To the extent pem1i1tcd by law, Tenant hereby expressly wah•cs any and all right~ of redemption granted by or under any present or future laws in the event of Tenant bdng evicted or dispossessed, or in the event or Landlord nhtaining possession of!hc Prcmi:;es, hy rea.~on ofthc violation by Tenant nr any of the covenants and coooitions nf thi~ I.ease. In the event of any such

0

lenninatio1L entry or re-entry, I .andlord shall have the right to remove and store Tenant's pmpert)' and that of persons claiming by, through or under Tenant al the sole risk and expense of Tenant and, if Landlord so elects. (xi to st:ll ~uch property at public auction or private sale and apply the net proceeds 10 the payment of all stm1s due to Laoolord lrorn Tenant and pay the balam;c, if any, lo Tenant, or ()') to dispose of such property in any manner in which Landlord shall ele..:t, Tenant hereby agreeing to tl1e fullest extent permitted by !:iw that it shall have no right, title or interest in any propcrty remaining in the Premises after such tcnninution, t!lilry or rttnlry.

(b) Tenant covenants and agrees, notwithst;inding any termination of this L<i~se as aforesaid or any entry or reentry by L<lndlord, whether by proceedings, termination or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts eqt1lll to the several installments of Rent <ind other charges reseived as they would become due under the terms of this Le.ase if this L,~;ise had not been terminated or if l,andJoi·d had not entered or re-entered, as afore.said, and whether the Premises be re-let or remain vacant, in whole or in part, or for a period less than the remaimler uf the Term. or for the whole thereof; but in the event t.hc Premises be re-iet by l.;mdlord, Tenant shall be entitled to a credit in the net amount ofrent received by Landlord in re· letting, after deduction ofail expenses incurred in rc-!elting U1e Premises (including, w.ithout limitation, remodeling costs, brokerage fees, attorney fees <1nd lbc likeJ, and in collecting the rent in connection therewith. As an alternative, at U1e election of Landlord, Tenant will upon such termin;,ilion pay to Landlord, as damages, such a sum as at the time of such termination represents the amount oflhe excess, if any, of the then value of the total Rent and other benefits that would have accrued tu Landlord under this I.case for the remainder of the Lease Term if the tense terms had been fully complie<.l with by Tenant over and above the then full rental value of the Premises for what would he the Urnn unexpired Lease Tenn if the same remained in effect- The amounl tu be paid will be discounted at the then existing 30-day Libor r.ilc. For purposes of this Article, if Landlord elects to require Ten;rnl lo pay damages in accordance with immediately preceding sentence, the total amount due shall be computed by assuming that Tenant's obligations for Taxes and Operating Costs would be, for the balance or such unexpired tenn, the amount thereof respectively for the tax and leaslc' years in which such termination, entry or rccntiy shall occur.

Primstone, LLC - Garden Remedi\!S, Inc. j Lease Agreement (v.2.1.15.1) pg.28

...... ··----------------------


(c) In c.;1se of any !kfault ofT(!nant, reentry, ent:J)'. expiration and disposses.~ion hy summ;iry proceedings or othel'\vise, J";ndlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms t11at may at Landlord's option be equal to or less than or exceed the period that would otherwise have constituted the balance of the Lease Term and (ii) make such alterations, repairs and decorations in the Premisc:s as Landlord, considers advisable or nt."Ccssary for the purpose of re· letting the Premises; and no action by Landlord in ;iccordance with the foregoing shall opt!rate or be construed to release Tenant rrom liability hereunder as aforesaid. It is spedfkally understood and agreed that Landlord shall be cntill"d lo l<1k11 into account in connection with any re-letting of the Premises all relevant factors that would b{' l<iken into account by« sophisticated developer in securing a replacement tenant for the Premises, such as, hul nnl limiled to the financial responsibility of;my such replacement li:n;int. L;rndlord shall in no event be liable in any way what~ocvcr fnr failure to re-let the Premises, or, in U1e event that the Premises "re re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any oblig-cltion Landlord may have to rniligate Ten;mt's damages, prnvidcd however, the Landlord agrees to list the Premises with a broke!' in the event of a termination, entry or reentry under this Article XIV, provided that Landlord's obligation to list the Premises as provided herein is independent of Tenant's obligations under this Article XIV and shall not be conso·ued to entitle Tenant to set off againsl any amounts payable by Tenanl hereunder in the event of a breach or alleged breach by J..andlord of such obligation, and Landlord agrees to use good failh efforts to lease the Premises at m;1rket rnlt~s. or such lower rates as Landlord may elect in its sole discretion_ In no QVCnt shall l.andlord be obligated to give priority to the re-Jetting of the Premises over any other Prcmisc:s in the Building or any other building owned by Landlord.

( d) If there is at any t.inrn a gu;mintor or assignee of this Lease or ;.my interest of Tenant herein or any sub-Tenant, franchisee, con~essionee or licensee of all or any portion of the Premises, the happening of any of the event~ described in paragraph (a) (iii) of this Scdion with respect to such guarantor, assignee, sub-Tenant frand1isee, concessionee or licensee shall constitute a Default of Tenant hereunder.

{ e) The specified remedies to which IA'ntllord may resort hereunder are not intended to be exclusive of any remedies or mean!> of redress to which Landlord may, at any time. be cntilled lawfully and Landlord may invoke any rc:rncdy (including the remedy of specific; performance) allowed al 1 .. w or in equity as if spl'Ocific remedies were not Im rein provided for.

l'rlm:;t;:m;;, LLC- wiiHi;-,11 lli:>mcdlc~. Inc.! Li?>iJii? AHfi!1lllHmt iv.Z.4.IS.l)


(I) 1\ll cost~ and expenses incurred by or on behalf of l.amllord (including, without limitalion, auomey fees and expenses) in enfordng its rights hereunder or occasioned by any Default of Tenant shall be paid b;• Tenant.

(g) Upon any Default of Tenant or the expiration or termination of this Lease, L<mdlonl shall have lhe right of summary process under G.L. c. 239, or other applicable statutes, and such other tights to recover possession as permitted hy law. Tenant and Landlord each hereby waives any and all right~ under the Jaws of any stJte to the right, if any, to trial by jury.

14.02 ! .AND! .QRD'S_!)J:J'AJlLL Landlord shall in no event be in default in the performance of any of Landlord's obligations hereunder unless and until Landlord shall have failed to perform such obligations within thirty (30) days, or such additional time as is reasonably required to corre~'t any such default, after notke by Tenant to Landlord specifying wherein Landlord has failed to perfonn any such obligation.

14.03 LANLJLORIJ'S l'EIH'ORMANCE OF Tl:NANrs RESPONSIBILITIES

After written notice to the I cnam with a right to cure, Landlord shall have the right, hut shall not be required, to pay such sums and do any act, whether the same requires the expenditures of monies or not, which may be necessary or appropriate by reason of failure or neglect of Tenant to perform any of the provisions of this Lease. In the event of the exercise of' such right hy I .andlnrd, Tenant ai..'Tccs w pay w l .andlnrd forthwith upon demand the cost of performing the same, plus interest at 15% per year of such C<>St, or such le~scr interest rate as may be allowed under applicable law. If Tenant shall default in such payment. I .andlord shall have the same rights and rcmcdi1>-s as Landlord has hcrcumlcr for the failure of Tenant to pay the Rent or Additional Rent. Landlord may exercise the foregoing rights without waiving any other of its righl5 or releasing Tenant from any ofiL• obligutions under this I .ei1se, <ind the cxerciiilf: of these rights shall not be dl,cmcd an obligation of Landlord to pcrfonn such right in die future,

Artide XV. THE LA.NDLORD'S ACCESS TO PREl\'11SES 15.0J TllE LANDLORD'S RKillT OF ACCESS0

The Ltmdlord's right of :1,<.:css to maintain the Prcmi1-es shall be restricted to that which is perrnis,ihie unde~ state law. Spi:ei!icolly, and in acwrJan.cc with 105 C.M.R 725. l l O(c){4), the Landlord mu.51 obtain and wear a visitor's badge an<l he escorted at :ill Limes by an agent ol'the T<:nllfll in order to enlcr the Prcmis~-s. The L,mdlord under.stands that there is con~tanl live surveillance orthe site by the security company employed by thr: Tenant. Tl' the cxtcnl pcrmiucd by law and the Dcpartm<.mt of Public Health, Landlord and its agcms, ~ontractors ;md employees shall hm•c the right to enter the Premises at all re1Jsonablc busincs~ huurs upon reasonable advance written notice In the cases of

Primstnne, I.LC - Carden Rem<!dies, Inc. i L"""P. AgrN•m•mt ( v.2.4.1 S. I) pg.30


emergency, notice may he quite short. for the purpose of inspecting or of making repair.; or alterations, to 1he Premises or 1hc Ruilding or ad<litions to the Building, and, ltl the extent pem1itted by law, Landlord shall alsv have the right to make access available at all reasonable. btL~incss hours, upon n!<l>.<mabk udvancc writlcn notice, to prospective or existing mongagees or purchnsers or nny part of the Building. lfrcpairs arc required to b" made by Tenant pursuant to this Agreement or if Tenant is required to perform any obligation hereunder, Landlonl may demand thm such repairs or obligation is p-erforme<l promplly after Landlord's notice (or within any time fran1c explkitly provid"d lix hereunder). and if Tenant fails lo perform such repairs or other action required hereun1li:r hy such rime, I .nndlnnl may (but shall not be required to) perform such repllirs or other obligations. If Landll)rd performs such repairs or other obligations as provided :ibovc. Tenant shall reimhurse Landlord, upon demand, for all reawnahle 1x1sts incurred by Landlord in C<)nnectioh therewith. For a period commencing twelve (I 2) mnnths prior lo the expiration of the l.1:a-;e Term, Landlord may, as pennitted by law, hav1: ~!i-\mabk access to the l'remi><:s at ail reascmublc business hours, with re.asonable advance written notice, for the purpose of exhibiting the same to pnlspective tenants as p;;rmittcd by applicable state or local law.

Article XVI. RIGHTS 01! MORTGAGRF,S

16.0 I SUBORDl~ATJON Al\D ATl"ORNi\H;l\T. (a) Ir any holder of a mongagc or holder of a ground lea'>e of property which int:lu<I<." the PrcmiS<.,s. cxc.::.utcd and 1<-x:orded subse;iuent lo the date of this Lease, shall so elect, (he interest of Tenant hereunder shall be su!mrdinuk lo lhc rights of such holder, prnvidoo 1.hat sU<:h hol<lcr shall agree to recognize in writing the rights of Tenant under this I .ease upon the lcrms and conditions set forth liereio, and the performance by Tenant or Tenant's ohligati<>ns hcrctmdcr (but without ru1y U.'Sumplion hy :>uch holder of Landlord's obligations under this f .L'!L'<C); nr

(b) If any holder of a mortgage or holder of u gnlund lease ~>f propcny which includes the Premis1:s cxec{Jtcd an<l recorded prior to the date of this l .cusc shall sn eleci, this I .ease, 1md the rights oflenant hereunder, shall be sup-erinr in right 10 the right> t)l"sud1 hol1kr, with the same force and effect a~ if this 1.<:llsc had been CXL'CUtcd and delivered, and recorded, or a !;talutory noti<:c hereof r~-cordcd, prior to the execution, deliv.:ry and l'<!'.:ording of any such mortgage.

(c) The election of any such holder as t(l Subsection {a) above shall be exercised by notice to rcnam. in the same fashion as noticL'>< under this Lease are given b~ Landlord to Tenant, un<l, if such notice is given. such subordination shall be cffccth•c as to all advances then or Lh1:rcaficr made by such holder under such mortgage or in connection with such ground lease, provided that an agreement n::•a><1mahly acceptable to Tenant is executed h); such holder, agreeing to n....:ogni£c the rights of Tenant under this I .ease, as s.:1 forth above. Any election "'"lo SubS<.'Ction (b) above shall become etlectiw upon either notice from such holder lo Tenant in the same fashion as notices from Landlord to Tenant are !o he given hereunder or by the recording in the appropriate registry or recorder'~ omc::e

l'rimstone, LLC- Garden Rcmcdi!!S, Inc. I tease Agreement (v.2.1.15.1) pg. 31


or an im;lrumcnt, in which such holder subordinat<!'s iL~ righis under such mortgage or ground lease to this Lea.lie.

(d) rmthwith upon th\' request of Landlord, the holder of any mortgage or deed of Lrusl afl"eeting the Premises, or the Landlord under any ground lease affecting the Premises, Tenant shall execute and deliver to such party an attormncnt agrccmcnl providing that Tenant shall attorn to such holder or Landlord in the event uf a foredusure of such mortgage or deed of trust or transfer in lieu thereof or a termination of such ground lease and incorporating such other terms and conditions as such party may reasonably require, prnvid"tl that such agreement in dudes an agreement by such other party to recognize the rights of Tenant under this Lease. Irrespective or whether any such attornment agreement has been executed, Tenant shall, in the event any proceedings arc brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage or deed of trust made by I.and lord, it5 successors or <tssigns, encumbering the P1·emiscs, or any part thereof, or in Lhc event of termination of any ground lease, if so requested, attorn to the pur'chascl' or· ground L;mdlord upon such foreclosure, sale or termination or upon any grant of a de<:d in lieu of forndosure and recognize such purchaser or ground Landlord as Landlord under this Lease.

(e) Tenant agrees on request of Landlord to execute and deliver from time to time any instrument that Landlord may reasonably deem necessary to implement the provisions of this Section.

(I) Landlord agrees to obtain a subordination, non..<Jb;turbruice and attommenl ag1·eement in form reasonably acccplublc lo Tcmmt, wherein any pany currently holding a mortgage encumbering the Premises agrees to rcc-0gnizc the rights of Tenant under this I .,·as<; providi;d that Tenant is not in default of iL~ obligations under this Lease.

16.02 ASSIGNMENT OF RENTS (a) With reference l<' any assi!,'llmcnt by Landlord of Landlord's lmerest ln this I.ea\<!, or I.he rents payable hereunder. conditional in nature or otherwise, which assignment is made to the holder of a mortgage or gr-mmd k<L.«: on property that includes the Premises, Tenant agrees: (b) that the execution thereof by Landlord, and the ac;;cptancc thcrcofhy the h-0ldcr of such mrn1gage, or the ground I .anti Ion!, sh111l nc\'<:r be treated as an assumption by such holder or ground Landlord orun)' of the obligations of I .and lord hcrcuncli:r, unless such holder or ground Landlord shall. by notkt! sen! to Tcruint, specifically otherwis<: dee!; and

(c) I.hat, except as aforc."1id, such h-0ldcr or ground Landlord shall be treated as having assumed Landlord's obligations hereunder only upon for~'Closurc of wch holder's mortgage and the taking of possession of the Prt!miscs, or in the case of a ground Landlord, the assumption of I .and lord's JX>sition hereunder by such

Primstonc, I.LC.- GardtH1 Remedies, Inc. I Lease Agreement (v.2.1.15.1) pg. 32


&,'n.mnd Landlord.

Artide XVII. MISCELLANEOUS PROVISIONS 17.01 CAPTIONS

The captions throughout this Lease are for convenience or reference only and shall m no way be held or deemed to define, limit. explain, dcscrihc, modify, or add to the interpretation, construction, or rneaning or any provision of this Lease.

!7.02 l:llND AND INURE. F.xccpl as hcr·c;in otherwise expressly provided, the obligations of this Lease shall run with the land, and this Lease shall be binding upon and inure to the benefit of the p:irties hereto and their respective successors and assigns. The reference herein to succcssors ;rnd assigns of Tenant is not intended to constitute a consent to <issignment by Tenant, but has reference only to those instances in which Landlord may later give consent to a particular assignment as required by the provisions of Article VII. Neither the assignment by Landlord of its interest in this Lease as security to a lender lrnlding a rnortg~<ge on the Building, nor the acceptance thereof by such lender, nor the exercise by such lender of any of its rights pursuant tn said assignment shall be deemed in any way an assumption b;• such lender or any ofthc obligations of Landlord hereunder unlm;s such lnmfor shall ~pecifkally otherwise e.lect in writing or unles$ such lender shall have completed foreclosure proceedings under said mortgage. Whenever the Premises are owned by a trustee or trustees, the obligations of Landlord shall be binding upon Landlord's trnst estate, hul nol upon any trustee, beneficiary or shareholder of the trust individually.

17.03 NO WAIVER. The failure of Landlord or of Tenant to seek redress for violation ot: or to Insist upon the strict performance of any C(lvenanl O!' condition of this Lease shall not be tlccnwtl to be" waiver of such violation or to prevent a subsequent act, which would originally have constituted a violation, from having all the force and ctr eel of an original violation. The receipt hy L;mdlonl of Rent or additional rent with knowledge of the breach of any covenant of this Lease shall not be deemed to be a waivt~r of such bruach by L;mdlonl unless such w-.iiver be in writing signed by Landlord. No consent or waiver, express or implied, by Landlord or Tenant to or of any bre;u;h of ;;ny agreement or duty shall be construed as a waiver or consent to or of any olhcr breach of the same or any other agreement or duty.

17.04 Cllf\·IULATIVE REMEDIES. The specific remedies to which either party may resort under the terms of this Lease arc cumulative and not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or lhreatened breach by of either party of any provisions or this Lease. In addition to the other remedies provided in this Lease, eitl1er party shall he entitled Lo the restrJint by injunction oftl1e violation or attempted or thre;;tened violation of any of the covenants, conditions or provisions of this 1.e<ise or to a decree compelling specific

Primstone, I.LC - Garden Remedies, Inc. I Lease Agreement (v.2.4. 15.1) pg.33


performance of any such covcnan l~, conditions or provisions. Except as otherwise set forth herein, any obligati()ns of either party as set forth herein (including, 11.~thout limitation, rent-JI and other monetary obligations, repair obligations and obligations to indemnify) shall sul'vivc the expiration or earlier termination of this Lease, and either party shall immediately reimburse the other for any expense im:urred in rnring either party's failure to satisfy any such obligation (notwithstanding the fact that such cure might be effetied following the expiration or earlier tcrmin~tion of this Lease).

I 7.05 PARJJ.dLJJ:-iVALIDITY. If any term or provision of this Lease or any p(Jrtion thereof or the <ipplication

thereof to any person (Jf circumstances sh<ill, to any ei..1:ent, be invalid or unenforceable, then the remainder of this I.ease and of such tenn or provision and the application of this Lease and of such term and provision to p"rsons or circumstancrn; other than those as to which it is invalid or unenforceable, shall not be ;iffectecl thereby, an<l each term of this Lease shall be valid and cnforcr>ahlc to the fullest extent permitted by law.

17.06 ESTOPPFLi:£RTIFICATES. Ten;int agrees on the Commencement Date and from lime to time thereafter, upon not less than fifteen (15) days' priorw1ittco request by wndlord, to execute, acknowledge and deliver to Landlord a statement irl writing, certifying that this Lease is unmodified and in full fore~ 'rnd effect, that Tenant has no defenses, onscl~ or counterclaims ~gainst its obligations to pay rent and other charges rcquil'ed under this I.ease and to perform its other covenants under tl1is Lease and Lh;;l there an' no un(:un'il d11faults of Landlord or Tenant under this Lease (or. if there have been any modifications, llrnt thi~ Lease is in full force and effect, as modified, and stating the modilkHions, and, if there are any defenses, offsets, counterclaims or defaults, selling l11"m forth in reasom1hlc d"tail), ;ind the d~tes to which the Rent and other' ch;irges have been paid. Any such statement delivered pursuant to this Section 17.07 may be relied upon hy any pros!){!ctive purchaser or mortgagee of the properl}' which indudes the Premises or any prospective assignee of ~ny such mortgagee.

17.07 BROKERAGE. Tenant shall not be responsible for any commissions or fees owed to any Broker in connection with this transaction. There is no separate agreement between any Broker and Tenant. Landlord will be responsible for payment of any portion of the commissions that the Seller does not pay and will he due and payable to Tabor Kea!ly under a separate agreement

17.08 EN !IRE AGREEMENT. All negotiations, considerations, representations, and understandings between Landlord and T<!nanl ;.re inrnrporated herein and this Lease cxprcs.sly sup(!rsedes any proposals or other written documents relating htrl!IO. This Lease may be

Primstonc, LLC ··Garden Rt•mcdic,, Inc IL'"'"" Agn!l•m<>nt (v.2.4.15.1) pg. 31·


modified or altt!red only by written agreement between lAindlord and Tenant, and no act or omission of any employee or· agent of Landlord shall alter, change, or modify any of the provisions hereor.

17 .<:W HOLDOVTR. lfTcnant remains in the Premises after the termination or this Lease. hy its own tem1s or for any other reason, such holding over sh<ill not be deemed to create any tenancy, but Tenant sh;ill be a tenant at suffer.mer. only, at a daily rate equal to one hundred fifty percent (150%) of the Rent applicable immediately prior to such termination plus the then applicable additional rent and other charges under this Lease. Tenant shall also pay to Landlord ;ill d~magcs, direti or indirect, sustained by Landlord by reason of any such holding over. Otherwise, such holding over shall be on the terms and conditions scl forth in this Lease as far as applicable.

17. JO COUNTERPARTS. This Lease is <>xernted in any number or counterparts, c<ich copy ofwhlch is identical, and ;;ny one of which shall be deert1L'il to be comp!1?te in itself and may be introduced in evidence or used for any purpose without the produtiion of thtl other copies.

17, l I CONSTRUCTION AND (i}{/\MMA TICAL USAGF. This Lease shall be governed, construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, and Tenant agrees to submit to the personal jurisdiction of any court (federal or state.) in s'~id Commonwe<!lth for any dispute, claim or pro<:eeding arising out of or relating to this Lease. In construing this Lease. feminine or neuter pronouns shall be substituted for those masculine in form and vice VNS;" and plural terms shall be substituted for singular and singular fur plural in any p!a\:e in which lhc context so admits or requires. If there be more Utan unc party tenant, the covenants of"fonant shall Im the joint and several obligations of each such party and, if Tenant is a partnership, the covenants of Tenant shall be the joim and several oh ligations of c~ch of the partners and the obligations of thr. lirm.

17.12 .\VHEN LEASE BECOMES BINDING. Employees or agents of Landlord have no authority to mak(' or agree to make a lease or any other agrnement or undertaking in connection herewith. The submission of this document for examination and mJgotiation do1's not constllute an offer to l~ase, or a reservation ot', or option for. the Premises, and this document shall become etfoctiv" <1m! binding orily upon the CXC!Cution and delivery hereof by both Landlord and Tenant.

17.13 1\0 Sl!RRENDbR. The delivery of keys to any employee of Landlord or Lo Landlord's ~gents or employees shall not operate as a tcrn1in;ition of this Le.ase or a surrender of Lha Premises.

Primstonc, I.LC- Garden Rcmedies, lnc. I l.<!<ise Agreement (v.2/!.15.J) pg. 35


17.14 COVENANT OF QUIET ENJOYMENT. Subject to the terms and provisions of this Lease and on payment of the Rent, additional rent, and other sums due hereunder and compliance with all of the terms and provisions of this Lease, Tenant shall lawfully, peaceably and quietly have, hold, occupy, and enjoy the Premises during the term hereof, without hindrJnce or election by Landlord or by any persons claiming under Landlord.

li.15 INTENTIONALLY OELETEO

INTENTIONALLY DELETED.

17. ! 6 TtRMINATlON R!UllTS. (a) Tenant agrees to use diligent efforts lo obtain local Apprnvals, and Landlord

agrees to use diligent efforts to assist Tenant in obtaining all local approvals, including but not limited to signing applications, wotking with loc-"1 officials and attending lvc;il meetings Lo supporl •rnd advocate on behalf of Tenant Tenant will not be permitted to undertake cultivation activity at an alternative location while also cancelling this lease,

(h) !lefor.~ the <md of the due diligcnc1' period (as it may be extended) under the P&S, Tenant may Lermin:lt(• this Lease and pursue a different site if

u. (i) Lhe Sile Plan Appniv:•l pmc••ss rt!sulls in ;1dditional i.:osL' or conditions being imposed on Tenant, costing in excess of$100,000 over Tenant's current ten;mt improvement budget,

b. (ii) DPH rejects the Premises as a site for Tenant, or

c. (iii) Tenant is unabll! to close on its participating loan funding tr,rnsactlon,

( c) If Tenant exercises such tcm1ination right, Tenant sbali pay to Landlord $100,000, plus the cost of the FSL testing, plus all other reasonable out-of· pocket costs of Landlord incurred in connection with the acquisition of the Premises.

(d) In addition, Landlord shall have the right to terminate tbis Lease in the event it has a reasonable basis ( e,g. the issuance by federal authorities of a letter ordering Tenant to cease operations or he prosecuted) to believe that there has been ;1 change in federal enforcement priorities or stJte law that makes the operation by Tenant no longer possible or subject to prosecution, provided however, if Landlord exercises such 1·igh1, Tenant may prevent termination of this Lease by placing in escrow $50,000, which may be negotiated (acting reasonably with regards to the circumstances) to serve as a security deposit to be applied only to reasonable cosL~ incurred by 1.andlor'd to prvl1!1:t ils interests from any then pending or tbreatcned litigatinri hy Lfrn foder.il or stalt! authorities.

Primstone, LLC - Ganlt>n Remedies, Jm-, I Lease Agreement (v.2.1,15.1) pg.36


If Landlord terminates this Lease by exercising its rights under this Section 17.170, a termination fee shall be due and payable, as liquidated d;images, equal to the amount of funds in the Security DeposlL Anon.Jingly, upon such event, L;indlord may apply the funds in the Securiti; Deposit as full payment of such termination fee and Tenant shall have no further obligations hereunder other than obligations that are to surliVc C:X"piration or termination of the Lease (excluding future Rcnl).[ i,a11dlord ;icknowledge~ that it shall not sign letters of intent, options to lease, or leases with other parties who have a Provisional License or arc also applying for RMD Registrations on this property without due cause (e.g. default by Tenant).

17.17 NDJJ£f~ Whenever, by the terms of this Lease, notice shall or may be given eitl1er to Landlord or to Tenant, such notkc shall h•~ in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid or by so-called "express" mail (such a..~ Federal Express m· U.S. Postal Scr'licc Express Mail):lf intended for Landlord, to: Peter Hodges, 14 Felton Street Waltham, MA 02453. (Cell: 617-504-<H-06, Home: 781-259-8638) with a copy to Howard Kelman, Winokur, Serkcy & Hasenberg 81 Samoset Street, Plymouth, MA 02360, or to such other addresses or addresses as may from lime to time hereafter be designated by Landlord by like notice. If intended for Tenant, to: Garden Remedies, Inc., P.O. Rox 67066, Chestnut Hill, MA 02467 with "rnpy to Bruce H. Bagdasarian, Esquire, Sheehan Phinney Bass+ Green, PC, 255 State Street, Boston, Massachusetts 02109, or to such other addre.s.~ or addresses as may from time to time hereafter be designated by Tenant by lik1~ notice.

All such notices shall be effective upon delivcl'y, atlernpled delivery, or refus;iJ, whichever occm·s first, al the address or addresses of the intended recipient, as set forth above.

17.18 SELF-llELP In llw (!'l<?nt Landlord fails lo p(•rform its rnaioteoance and repair obligations hereunder within 10 days after notice from Tenant of such failure, Tenant, after notifying !..and lord, shall be permitted to make such repair, whereupon Tenant shall have the option of deducting the reasonable cost of such repair from Base Rent or requiling Landlord co reimburse Tenant upon demand for all reasonable expenses related thcrNo; howr,v1~t', ifthP. T1'n;mt considers the situation to be <Jn emergency thre;1tening thl' business operation, the Landlord's oral response should be within 24 hours ;md sh;1ll nut be more than 3 days. NotiNithstanding the foregoing, in the e'lcnt then~ exists a n>mlition which presents a risk to the Tenant's inventory to material properly damage, a 1·cleas1~ l)r!la7.ardous Materials or bodily injury, Tenant may mak11 such rep<1ir, and shall at the s;ime time attempt to contact Landlord reg-.irding s;1me, whereupon Tenant shall have the option of deducting the reasonnble cost of such repair from Base Rent or requiring Landlord to reimburse Tenant upon demand for all expenses related thereto.

17.19 NOTICE flf !.F.ASF

Primstonc, 1.1.r. - r.ardi>n R11medies, lnc.11..,ase Agreement ('l.2.4.15.1) pg. 37


Tenant shall not record this Lease without the prior written consent of Landlord; otherwise, it shall constitute an Event of Default hereunder. Either party, upon the request of the other party, after Base Rent payments hei·cundcr have comrm!nced sh811 l;!XrH:ult~ and ;;cknowledge a short form memor.m<lum of this Lease for recording purposes.

17.2() BF.l'EJ1iJ31>JTATIONS AND WARRANTEES (a) Each !'arty represents and warrams that the execution and delivery by such

Party of, and the performance of its obligations under, this Lease have been duly <~Ulho1faed by all necess;iry aclion, do not aml will not require any further consent or approval of any other Person, and do not contr.ivene any provision of, or constitute a default under any indenture, mortgage or other mate1ial agreement binding on such Paro; or any valid order of any court or regulatory agency or other body having authority to which such Party is suhjcct, This Le.ise constitutes a legal and valid obligation of such Party, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, bank monilori\lm or laws relating to or affe<.:ting cnidilors' righl> generally ;md gener•1I principles of equity where such cnfor'c<>ability is considered in a proceeding in equity or ;it law.

[b) Landlord represents and warrants that {a) Landlord presently owns 100% of the fee simple title to the Property (b) Landlord is not currently a party in any litigation which could impair Landlord's ability to observe the terms and conditions of this Lease or perform its obligations hereunder, and (c) Landlord has no knowledge that the Premises are in violation of any applicable federal, st;1te or loc;•I environment<.ll laws.

(c) Ten<.lnt represents and warrants that Tenant shall not directly or indirt!"ctly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics', labor' or malerialm"n's lien), charge, security interest. t>ncumbrance or d;iim on or with respect to the Land or Building and agrees to discharge or bond, at its sole expense, any such encumbrance or interest that attaches to the I.and or Building, to the extent that such encumbrance or interest arises from or is related to Tenant's performance or non-performance of its obligations hereunder.

17.21 NO ACCORD AND SATISFACTION No acceptance by Landlord ofa lesser sum than the minimum and additiom1l n:nl then <lue 'hull be d~emed to bl! other tlmn llfl ai;~ounl of lhc earliest insrallmcnl of sw:;h rent due. m>r shall any endor.;emen! or ~taicmcnt on any chl-ck or any kiter accompanying any check or payment a-; rent be d<!emed lo be an accord and s:tlisfociion. and Landlord may accept such check or payment without prejudice co Landlord's right to ""''"'er the haluncc of such installment <>r pun<uc imy oilier remedy in this Lease or at law or in equity provided.

17.22 LANDLORD'S ENFORCEMl)T'.{Ll;,X)'l'NSES

P1imstone, LLC - Garden Remedies, Inc. I Lease Agreement lv.2.4.15.1) pg.38


Unless prohibited by applicable law, du: Tenant agrees to pay to the Landlord the am0W1t

of all fees and expenses (including, without limitation, attorneys' fw: and oosts) incurred by the Landlord arising out of or resulting from any breach by the Tenant of its obligations hereunder, i~tive of whether Landlord rC$0!1S to litigation as a result thereof.

17.23 TENANT

NO PERSONAL LIABILITY OF TI::!E LANDLORD OR

The Tenant agrees to look solely to Landlord's then equity intere:.1. in the Premises at the time owned, or in which Landlord holds an Interest as ground Tenant, for recovery of any judgment from Landlord; it beingspecifi<:ally agreed that neither tandlord (whether L.andlord be an individual, partnership, finn, corporation, trustee, or other fiduciary) nor any partner, policyholder, officer, manager, member, shareholder or director of Landlord. nor any trust of which any person holding Landlord's interest is trustee nor any successor in interest to any of the foregoing shall ever be personally liable for any such judgment, ()f for the payment of any monetary obligation to Tenant. The covenants of Landlord contained in this Lease shall be binding upon Landlord and Landlord's successors only with respect to breaches occurring during Landlord's and Landlord's successors' respective periods of ownership of Landlord's interest hereunder.

Neither Landlord nor TellJ!lll shall in any case be respon.«ibh:: for conseqoonlial damages.

17.24 GOVERNING LAW; The terms of this Lease shall he governed by the laws of the Commonwealth of Massachusetts.

17.25 CONl'IDENTIALITY: The Landlord and iL'> agents will not disclose Ille ienns of this Lease or anything else about the Tenant's business, operati<ms, personnel, agenls or financing to tmy third party, other than potential Mortgagees. fhc Landl-0rd and it~ agents, must provide written requests and receive written authorization to enter the Premises and shall not take any photographs, electronic images or video of the interior of the building and upon entering the building will sum:ndcr any and all e!e<.'tronic equipment capable of taking such phntogrnphs, electronic im11,ges or video, including, but not limited to cell phones, iPads, cameras, video cameras, computers, or other cajXlble personal electronic devices

IN WITNESS WI IE!lliOF, the parties hereto have executed this instrument under seal as of the date set forth in Section 1.02, above.

LANDLORD: PRIM~. TONE, CC

BY:-~ , -r:; ~-· -· · Name-':"-r""e1-=;:·"'.1oo=g""es--

Titlc: Managing Mcmhcr

Primsrone, I.LC- Garden Remedies, Inc. I Lease Agreement (v.2.4.15,1) pg.39


TENANT:

l'rimstone .. LLC - Garden Remedies, Inc. I Lease Agrccmcnl ( v.2.4.1:..1 l pg.10

Application l of 2

EXHIBIT A (Property Dcs<:ription)


Total Building Size: 81,718 ±SF Office Space:

Land Size: Zoning: Year Built: Con ~!ruction: Floor: [.oat.Jing: Ceiling Heights: Column Spacing: Power: I leat: Roof: Sprinkler: Lighting: W mer /Sewer: < ia4Elcctric: E<lscmcnts:

7,102± Sf -includes 2 two rooftop IIVAC units, suspended tile t'ciling. pain11:iJ sheetrock block walls, carpet and lilc flooring. 7.7± acres lndustr~al l964 Steel frame, rnncn;.1c block wall!, Reinforced Ci>nt.:retc

4 truck height doors. I leveler 14'8" 31 'x40' 800 Amps, 208 \folb. 3 Phase Gas fim:I units Rubber Full 2-8' wet sprinkkr riser:-; Stripped fluorescent and mc1t1l h:ili<l;; City of Fitchburg Fitchburg Gus uml Elc:i.:trio.: Cumpan)' Variou., air right Eas~menL~ e-xist with the airpo11


EXlllBITC

INTENTIONALl.Y OELETEO

Primstone, LLC - (iardcn Hcmcdics, Inc. J Lease Agreement (v,2.1.15.1} pg, 43


rx11m1T D (Partial 01,.-:;cription orTcmmts Work)

D1.iails on the 1~ork is not availahlc at the ;;igning of this lease. I !owever, it is understood that the Tl'nant's work shall include the following::

1) Upgr..ifo and install Lhc electrical systems. 2) Upgrade and Install the IIVAC Systems 3) llpgrddc and Install the electrical systems 1) Install high end secllrity systems SJ 1\lter the sprinkler system lo comply with t:iJ<fo "'"luirnrncnl~. 6) Partition the space 7) Upgrade and replace the lighting 8} Install fencing to secure the premises. 9} Secure the windows

Pdmslone, LLC Garden Hcmcdics, Inc. j l.ease Agreement (v.2.4.15.1) pg.44


EXHIBIT E - Property Clean Up/Painting

The Tenant agrees that the space will be acceptable for occupan~y if the work below is pc1formed.

Clean up:

Upon closing under P&S and delivery of the premises to the Tenant .. the Landlord will execute and manage lhe following conlraclual work.

• Certain demolition work described in Section 3.04 of this Lease: (Landlord to nol p.iy any of Lhcse cosl~)

• The removal of all a_~hestos from tlle Building other than asbestos in the floor tiles lLandlord to pay $14,000)

• Payment of the FSL testing invoice (Landlord to pay $12,385) • Pownr washing of the building (l.andlurd to pay $17,615) The J,andlord will pay for the ash;,stos rnmoval, FSl. l<!sling and fHlW<" washing work up to $44,000. Any exc:ess c;harg"s for adivily oullin<'ll above will he paid for according to the payment sharing percentages outlined below. The contracts for the above work lexccpting the Demolition work) will be obtained and proposed by Landlord and shall have reasonable detail and specifications to determine the scope of the: work Tenant shall rlOl unreasonably withhold cunscnt to same ..

Pajntini:: Promptly afl"r Lhe power w.ishing work has been completed,, lne Ten;mt may require Landlord to also spray paint the building interior und('r a conlra~1 aml with Sp<!dficalions that arc mutually agreed to hy the parties in their rcasonahlc discretion. The cost of the painting is estimated to be $62,000 (80,000 · 18,000 for power washing). Should this work be performed, the cost~ will he allocated as follows:

• 25% lSl0,500) will be paid by the l.<llldlord • 25% ($10,500) will I){! a cosl lu the Tenant, but will bl.! added lo the 200,000

borrowing per Paragraph 6.02 • 50% ($21,500) will be paid by the Tenant

Any cost~ in excess of the $80,000 to both power wash and spray paint will be born solely by the Tenant.

The Tenant will be solely responsible for any fu11.her environmental testing or analysis.

Primstone, LLC - Garden Remedies, Inc. I Lease Agreement (v.2.'J..15.1) pg.15

Application l of 2

February 2, 2015

Mary Ann Walsh Governmental Strategies, Inc. 8 Beacon St, Suite 44 Boston, MA 02108

Dell! Ms. Walsh,

CITY or FlTC!lBCRG JJASSACHl»SETTS

OFF!Cf- OF THE \1A'{OR


I. Lisa A. Wong, do hereby provide non-opposition lo Gari.Jen Remedies to operate a Registered Marijuana Cultivation Site in the City of Fitchburg.

I have verified with the appropriate k>cal ollici<1b thut the pro]JQscd cultivation facility is located in a zoning disrrict that allows such use h)· right or pursuant to local permitting.

Sirn:ere~y • ....... -.,I /;:J ., l

,/ ~· .,..:r, -·· •. ::r--z. __ .~__.... ::. Lisa A. Wong \fayor

1·-·-t.'HBl...RCr ;di''.( i!'.\I "!·'f :(t::. '.>"\ HL:·l L'".1' R [;Rf\'[. 'i'·! ~ :iB,_H.C. \1.\ il'J'."11-~:"'~ • ?H(J\,:;-_: · 11,.>:: g._; 1,j·i~i::·,

SECTION D: LOCAL COMPLIANCE

Describe how the Corporation has ensured, and will continue to ensure, that the proposed RMD is in compliance with local codes, ordinances, and bylaws for the physical address(es) of the RMD.

ii Somerville: Garden Remedies, Inc. (GRI) tnet \Vith the Medical Marijuana Advisory Committee established by Mayor Joseph A ... Curtatone. The committee included George Prcakis: Director of Planning: Doug Kress, Director ofHealt!1 ar,...:i Hun1an Services: and Step:-ien Carrabino, Dept:ty Chief Somerv·ille Police Department. GRI received the

i highe3t SCo_)re o~· ail ::ipplicants for the propo::ed location of ~45 Eln1 Street. SomecviHe 021.i..l. 245 Eln1 Street i::; i_n 1Jverlay Dist1:ict Zone 1. This location i_s in iJ zon.ing district

I that v.,-Hl. allO\.V use of a Registered i\iarijuana Dispensary {Rl\1D :1 pursuant to locai pem1itting, in the fo. rrn of a zoning Special Permit un.der Section 7. 15 of the So::nerville Zoning Ordinance. GRl received a letter of non-opposition from I\.'1ayor Joseph ,!J.,.. Curtatone on September 29. 2016.

I Fitchburg: On March 31" 2016 a Certificate of Occupancy \Vas awarded to GRI by the tO\VTI of Fitchburg. This \vas obtained through compliance \Vith local codes, ordinances, and l bylaws, and by working with local Police, Fire, Building Inspectors, and local officials.

Information on this page has been reviewed by the applicant, and where provided by ~p!icant, is accurate and complete, as indicated by the initials of the authorized signatory here:~

Siting Preti le - Page 7

Application _1_ of_2 __ Applicant Non-Profit Corporation Garden Remedies, Inc.

SECTION E: THREE-YEAR BUSINESS PLAN BUDGET PROJECTIONS

Provide the three-year business plan for the RMD, including revenues and expenses.

Projected Start Date for the First Full Fiscal Year: 06/01/2017

FIRST FULL FISCAL SECOND FULL FISCAL YEAR PROJECTIONS YEAR PROJECTIONS

20 17 20 18

Proi ected Revenue $ 5,482,512.00 $13,184,558.00

Proi ected Expenses $ 5,848,326.00 $12,034,015.00

VARIANCE: $ -365,814.00 $

Number of unique patients for the year 940 2293

Number of patient visits for the year 45136 110080

Projected% of patient growth rate annually --- 244

Estimated purchased ounces per visit 0.25 0.25

Estimated cost per ounce 340 340

Total FTEs in staffmg 41 48

Total marijuana for medical use inventory 705 1720 for the year (in lbs.)

Total marijuana for medical use sold for the 630 1615

vear (in lbs) Total marijuana for medical use left for roll

75 105 over (in lbs.)

Projected date the RMD plans to open: _0_61_0_11_20_1_7 __________ _

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:_...__

115,542.00

THIRD FULL FISCAL YEAR PROJECTIONS

20 19

$14,762,699.00

$12,866,018.00

$ 1,896,681.00

2580

123840

113

0.25

340

48

1935

1785

150

Siting Profile - Page 8

Garden Remedies, Incorporated - Revised Information ......Updated Section D of the DPH Siting...

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