June 27, 2017

Medical Use of Marijuana Program Department of Public Health 99 Channey Street, 11th Floor Boston, MA 02111

Re: NS AJO Holdings, Inc., Siting Profile (Application 2 of 3).

To Whom It May Concern:

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The purpose of this letter and its enclosures is to file additional information with the Massachuesttes Depattment of Public Health ("DPH") Medical Use of Marijuana Program for NS AJO Holdings, Inc.'s ("NS AJO") Siting Profile (Application 2 of 3). Pursuant to the Request for Information letter from the DPH dated December 15, 2016 (the "Letter"), we have included the following responses and inf01mation:

1. Amended and Restated Option to Purchase Agreement for the proposed facility at 20 Authority Drive, Fitchburg, MA 01420;

2. Amended and Restated Commercial Lease for the proposed dispensary at 23 Ehn Street, Watertown, MA 02472 and First Amendment to Amended and Restated Commercial Lease;

3. Letter of Supp01t or Non-Opposition from Watertown and 4. Updated Section E of the Siting Profile Application.

Fmther, we have restated each of the questions set fmth in the Letter, outlined our response to each

question and added additional information where necessary, below.

1. The Option to Purchase Agreement for the Fitchburg property does not demonstrate a property interest on behalf of NS AJO Holdings, Inc. Instead, it shows a property interest held by another company, AJO Holdings, LLC. Please submit evidence of a property interest held by the applicant.

Please see the Amended and Restated Option to Purchase Agreement by and between Authority

Drive Realty Trust and NS AJO Holdings, Inc., attached hereto as Tab 1.

2. Section 23 of the Watertown Commercial Lease calls for the Lessor, under certain circumstances, to re-possess the leased premises and remove any property therein. Only those authorized to possess marijuana for medical use pursuant to Ch. 369 of the Acts of2012 and its implementing regulations, 105 CMR 725.000, et seq., are permitted to possess regulated assets, such as marijuana and marijuana-infused products, without being subject to law enforcement action. Please identify the provision(s) of the lease that safeguard regulated assets from seizure by the Lessor or other parties unauthorized to possess them.

Please see the Amended and Restated Lease Agreement by and between 23 Elm Street Trust and

NS AJO Holdings, Inc., attached hereto as Tab 2. Please note that we have amended section 23

(now section 24) to include the following:

"Notwithstanding anything to the contrary herein, Lessee and Lessor understand that only those

authorized to possess marijuana for medical use pursuant to Ch. 369 of the Acts of2012 and its

Page 1

implementing regulations, 105 CMR 725.000, et. seq., are permitted to possess regulated assets, such as marijuana and marijuana infused products, without being subject to law enforcement action. LESSOR agrees that its right under this Section 22 [sic] shall not include the sale or repossession of assets protected by the Humanitarian Medical Use of Marijuana Act, Ch. 369 of the acts of2012 i.e. any product containing any amount of marijuana. If LESSOR shall remove such assets from the Premises pursuant to this Section 22 [sic], or store such assets after removal, or dispose of such assets, LESSOR shall cause such actions to be taken on its behalf only by persons authorized under the Humanitarian Medical Use of Marijuana Act, Ch. 369 of the Acts of 2012, 105 CMR 725.000, et. seq. and other guidance from the Commonwealth of Massachusetts Department of Public Health and such removal storage or disposal shall be performed in compliance with such law.

Please note, the reference to Section 22 is a typographical error and does not affect the validity, purpose or intent of the above referenced provision. We have requested from the Landlord an amendment to the lease so as to coffect these ministerial en-ors, however, past experience demonstrate a significant delay in the transmittal ofinfonnation. We will forward revised versions with the respective corrections upon receipt.

Please also note, NS AJO Holdings, Inc. has further amended its lease for this property to add additional parking space and an option to rent additional space at the property as a result of requests by the town and landlord (a copy of which is attached hereto). In the event NS AJO Holdings, Inc. does rent the additional space at the property, NS AJO Holdings, Inc. respectfully submits that it will still comply with all security regulations promulgated in I 05 CMR725. l l 0, including but uot limited to: limited access areas, video surveillance, and identification checks before entering the RMD, within the sally po1t and at the time of sale.

3. The Watertown Commercial Lease identifies the 23 Elm Street Tmst as the Lessor, but the Addendum identifies 23 Elm Street Properties, LLC as the Lessor. Please claiify which entity is the Lessor.

23 Elm Street Trnst is the correct lessor entity. Please note, the reference to 23 Elm Street Properties, LLC as the Lessor is a typographical error and does not affect the validity of the Lease. We have requested from the Landlord an amendment to the lease so as to correct these ministerial errors, however, past experience demonstrate a significant delay in the transmittal of information. We will forward revised versions with the respective corrections upon receipt.

4. In response to Section C, the applicant did not provide a letter of support or non-opposition for the dispensing location in Watertown. Applicant must submit a letter of support or 11011-

opposition for this location in compliance with the Application Instructions. Please note the letter of support or non-opposition must be dated on or after the date that the applicant's Application oflntent was receivec\ by the Department.

Please see the letter of support or non-opposition from the City of Wate1town, attached hereto as Tab 3.

Page 2 2682107.v2

5. In response to Section E, applicant did not fill in the years at the top of the table. Applicant mnst resubmit a completed Section E, including this information.

Please see the updated Section E, attached hereto as Tab 4.

As you know, NS AJO Holdings, Inc. must receive its Provisional Certificate of Registration by July 26, 20 l 7. Accordingly, we respectfully request that the DPH issue the Provisional Certificate of Registration prior to that date, or respond with fmther requests for information in as timely a manner as possible so that we may have adequate time to prepare a response.

Thank you for your consideration. If you have any questions, please feel free to contact me directly at 617-610-0761.

Sincerely,

NS AJO Holdings Inc. By: Aidan O'Donovan Title: COO

2682107.v2 Pag(: 3

OJYrJON TO PURCHASE AGREEMENT

THIS OPTION TO PURCHASE AGUEEMENT (this "Agreement") is made and effective as of June 8, 2017 (the "Etlective Date"), by and between Geosearch, Inc., as Trustee of Authority Drive Realty Trust ("Seller") and NS AJO Holdings Inc, a Massachusetts non-profit coqJoration ("Buyer").

WHEREAS, Seller is the owner of certain land, as depicted a Lot 6D-2 on the Plan of Land aHached hereto and incorporated herein as Exhibit A, and certain improvements commonly known and numbered as 20 Authority Drive, Fitchburg, Massachuse1ts (the "Property");

WHEREAS, Buyer desires, lo acquire an option to purchase from Seiler, and Seller has agreed to grant such option to purcirnsc to Buyer, the Property and all improvements located at the Property but expressly excluding any and all inteiior personal property or fixtures including, without limitntion, all truck-lift, steamcleaners, bridge-crane and air-compressors (the "Option Premises"), for the Option Period (as defined in Section I below), p1irsuant to the terms, covenants, conditions and provisions set forth in this Agreement (the "Option"); and

WHEREAS, Buyer intends to mnke application to obtain the requisite Permits and Approvals (as defined in Section I below) to allow for the Anticipated Use (as defined in Section 5 below) at the Option Premises, and Seller shall cooperate in the application process.

NOW, THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed:

l. Option Period: Termination.

a. The initial term of this Agreement shall commence upon the Effective Date and shall expire on December 21, 2017 (the "Initial Term"). Buyer may, at its sole option, extend the Initial Tenn of this Agreement for ninety (90) days by providing Seller notice at any time during the Initial Term (collectively with the Initial Term, this period shall be reforred to as the "Option Period").

b. During the Option Period, Buyer intends to seek any and all governmental approvals as may be required for the Anticipated Use at the Property, including but not limited to (a) a state license l'rom the Massachusetts Department of Public Health for a Medical Marijuana Dispensary and for Medical Marijuana Cultivation Site, and (b) any zoning relief or other municipal permits, at the Option Premises. (collectively the "Permits and Approvals"). The acceptability of the Pem1its nnd Approvals shall be determined by Buyer in Buyer's sole discretion. Buyer shall use good faith efforts to obtain the Pem1its and Approvals. Seller shall reasonably cooperate in Buyer's etlorts to obtain the Permits and Approvals, including without limitation execution of applications as reasonably necessary, but without cost or liability. Buyer will not assume control of the Option Premises during the Option Period.

c. Buyer shall have the right to terminate the Agreement during the Option Period by notifying the Seller of its intent to tcnninate, in writing, with thirty (JO) days prior notice. Upon such termination, Buyer's obligations hereunder, including payment of Option Fee (as defined in Section 2 below), shall immediately terminate.

2. Option Fees,

u. On the first day of each month during the Initial Tenn, Buyer shall pay lo Seller a monthly option fee in the amount of Three Thousand and 00/100 U.S. Dollars ($3,000.00) (the "Monthly Option Fees") time being of the essence. In the event Buyer fails to pay any Monthly Option Fee when due, Seller may terminate this Agreement upon written notice to Buyer, in which case this Agreement shall terminate without any recourse to either party at law or in equity, including any obligation whatsoever for Seller to refund any Monthly Option Fee. The Option Fee and all Monthly Option Fees shall not be applied to the below purchase price in the event that Buyer shall elect to purchase the Option Premises. Buyer has previously made option payments to Seller pursuant to the Option lo Purchase Agreement dated July 19, 2016, which has expired. Buyer acknowledges and agrees that the Option Fee and nil Monthly Option Fees are nonrefundable except l'or and only in the event of a Seller's breach of this Agreement or the Purchase Agreement as provided below.

3. Exclusivity of Option. This Option is exclusive and non-assignable and exists solely for the benefit of the Buyer. This Option shall be binding on, and shall inure 10 the benefit ot' each parties' respective heirs. During the Option Period, Seller may solicit and receive back-up offers that will only be accepted should this Option be tenninated, but otherwise shall not solicit, negotiate or accept offers for a purchase, tenancy, financing, joint venture or other interest related to the Option Properly. ·

4. Anticipated Use. Buyer intends to use the Option Premises for the cultivation of marijuana and general office and warehousing related lo the cultivation of marijuana, provided this use confonns to applicable zoning regulations or approvals obtained by Buyer (or an alliliate) (the "Anticipated Use"). Buyer has advised Seller that with proper governmental authodzation, the Option Premises are suitable for the Anticipated Use.

:;, Exercise of Option.

a. Notice: Purchase Agreem~n1 To validly exercise the Option, Buyer shall deliver to Seller written notice during the Option Period. Within ten (10) days of exercising the Option, Buyer shall submit to Seller an agreement for purchase of the Option Premises ("Purchase /\greemenl"). The Purchase Agreement shall set forth a proposed closing date for conveyance by quitclaim deed, which shall be no later than sixty (GO) days after the date of the Purchase Agreement, and shall set fo1ih the terms and conditions of closing and shall otherwise govern the purchase and sale of the real property. JI' on account of Seller's breach of this Agreement the Option Premises are not co11vcyccl pursuant lo the Purchase Agreement following Buyer's exercise of the Option, Buyer shall be entitled to a refund of all Monthly Option Fees paid pursuant lo this Agreement as well as the Option Fee and lvlonthly Option Fees paid under the July 19, 20 I G Option Agreement.

2729842.v2

b. Purchase Pri~~ Jf Buyer desires to exercise the Option <luting the Option Period, the purchase price shall be Three Million Two Hundred Thousand and 00/100 U.S. Dollars ($3,200,000.00) (the "Purchase Price").

c. Fin;mcing Availability. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE AVAILABfLITY OF FINANCING REGARDING THE OPTION. BUYER IS SOLELY RESPONSIBLE FOR OBTAINING PROPER FINANCING lN ORDER TO EXERCISE THE OPTION.

6. l?nllure to Exercise. Jn the event the Buyer fails to e.xercise the Option dudng the Option Period, Buyer shall not have any claim to all or nny portion of the Option Fee or the Monthly Option Fees set fo11h above unless Selier breaches this Agreement.

7. Notlc9s. Any notice, demand, offer or other written inslrument ("notice") required or pem1itted lo be given, made or sent under this Agreement shall be in writing, signed by or on behalf of the party giving such notice and shall be hand delivered or sent by a recognized overnight delivery service providing proof of delivery (such as Federal Express or UPS) or postage prepaid, by registered or ccl1ified mail, return receipt requested, addressed as follows:

TO BUYER: NS AJ 0 I-loldi ngs Inc 67 Dana Street, Unit I Cambridge, MA 02 l 38

With a copy to: Miclrnel Ross, Esq. Pri nee Lobel Tye LLP One International Place, Suite 3700 Boston, MA 02110

TO SELLER: Gcoscarch. Inc. 20 Authority Drive Fitchburg. MA. 01420

With a copy to: Thomas M. Bovenzi, Esq. Bovenzi & Donovan 14 Manning Avenue Leominster, MA 01453

Either party may change its address set forth in this Section by giving notice to the other party in accordance 1vith this Section. Rejection or refusal to accept or inability to deliver because of change of address (without proper nolice of such change of notice address as required hereunder) shall be deemed receipt of the notice sent as ol'lhe first day of refusal or rejection or the first date of attempted delivery to the address specified herein in the case of a change of notice address without proper notice of such change of address as aforesaid.

Any notice given by an attorney on behalf of Buyer shall be considered as given by Buyer and shall be fully effective.

8. Brokers. Seller and Buyer warrant and represent that they have not dealt with any brokers in conncclion with the Property except ror Nagog Associates and The Stubblebine Company. Seller shall be responsible for paying a Broker's commission to Stubblebinc Company in the amount or 5% or the sale price from which Stubbtebine shall equally split with the co­brokcr, Nagog Associates.

9. WnlYc1-. No waiver of any default of Seller or Buyer hereunder shall be implied from any omission to take any action on account of such def atilt if such dcfoult persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein slated. One or more waivers by Seller or Buyer shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

10. Headings. 'fhe headings used in this Agreement are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision ot' this Agreement.

11. Successors. The provisions of this Ab>reement shall extend to and be binding upon Seller and Buyer and their respective legal representatives, successors and assigns.

12, Consent. Except as otherwise set forth herein, Seller shall not unreasonably withhold or delay its consent with respect to any matter for which Seller's consent is required or desirable under this Agreement.

U. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof, except as expressly set forth herein. This Agreement may be modified only by a further writing that is duly executed by both parties.

14. Entire Agreement Modil1cation. This Agreement sets forth the entire agreement and unders!Hnding between the parties relating to Buyer's Option. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing, signed by both parties hereto.

15. Sevcrabillty. If any portion of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue lo be valid and enforceable. If a court !Inds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

16. Attorneys Fees. In the event a legal dispute arises between Buyer and Seller, the prevailing party shall be entitled to recover its reasonable attorneys' foes and expenses.

17. Counterparts. 'TI1is Agreement may be executed in ru1y number of counterparts, each of which shall be deemed to be an original, ru1d all of such counterparts shall constitute one Agreement. The signatures or all of tl1c parties need not appear on the same counterpart. Dcliwry of an executed counterpart signature page by entail is as cflCctivc as executing and delivering Ulis 1\grccn1cnt in the presence of the other panics to this Agreement and shall have the same force and effect and be treated as originals, provided however that no party shall avoid any obligation hereunder by failing to provide such original sig11aturo.

[Remainder of page blank. Signatures follow. l

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IN WITNESS WHEREOI', the parties have executed this Agreement as of the day and year lirst above written.

SELLER:

AUTHORITY DR!VE REALTY TRUST By: Geoscarch, Inc., Trustee

NS AJO Holdings Inc, a Massachusetts non-profit corporation

1' /'

By: __ LfV'V\_/ ___ =-----Aidan O'Donovan, COO

27298·12.\'2 5

AMENDED AND RESTATED COMMERCIAL LEASE

This Amended and Restated Commercial Lease executed as of the date of the last party to sign below (the "Effective Date") is intended to confirm and consolidate those ce1iain temlS and amendments to which the parties hereto have agreed since July 14, 2016 relative to the lease of certain space at 23 Elm St Building #2 Rear Watertown MA 02472, and to supersede all previous written agreements and amendments. For avoidance of doubt, this Amended and Restated Commercial Lease amends and restates in its entirety that certain Commercial Lease dated July 14, 2016.

I. PARTIES

2. PREMISES

3. USE

4. TERM c,;~/ __ ,

(:_, , C.

23 Ehn Street Tmst, Attention: Christo11her Lucy, Trustee, as LESSOR/LANDLORD, which expression shall include ils heirs, successors, and assigns where the context so admits, does hereby lease lo NS AJO Holdings, Inc. ("NS AJO"), a non-profit entity filed with lhc Commonwealth of MA, as Lcssccffcnant, located at 23 Elm St Building 112 Rear Watertown MA 02472. The tenns Lessor and Landlord, and Lessee and Tenant arc interchangeable in the Lease. The words Lessor and Landlord, and Lessee and Tennnt arc interchangeable.

LESSEE, \vhich expression shall include its successors, executors, adn1inistratorsi ~md assigns \vherc the Context so admits, and the LESSEE hereby leases the following described premises:

23 Elm Street Building #2 Rear, Watertown, MA 02472 Consisting of approximately 2, 755 square feet of space located on the first floor together with the right to use in conunon, \Viti1 others entitled thereto, ncccssar}' for access to said leased prenliscs.

l~enant agrees to operate a registered 1ncdical Marijuana Dispensary facility \Vhich is in con1pliance \vith local zoning use regulations, and not for other purposes; provide ho\vevcr, in no event 1nay Tenanl offer 1nedical tnarijuana or sitnilar dn1gs for recreational use to the public. Tenant may not; (i) store any fla1nn1ables on the Property, (ii) allow any smol<lng of any products on the Property, or (iii) grow or cultivate marijuana on the Property.

The Term of this Lease shall be for Five (5) years and approximately five (5) montl1s, subject to qualifications set forth herein, \Vith a Conuncnccn1cnt Dale of Scptctnbcr I, 2016 e'Conuncnccn1cnt Date") and ending on January 31, 2022; provided hO\\'cvcr, Tenant tnay tcnninatc the Lease \Vithout penalty or liability upon 30 days prior \VriHcn notice at any tin1c prior to March 11, 2017 in the event Tenant docs not receive all approvals necessary for the operation of Tcnnnt's business ("Prc-Pcrrnits 1'c11nination"). The period bchveen the Conuncnce1nent Date and March 31, 2017, and any extensions thereof. as provided for under Section 6, shall hereafter be referred lo as the "Pcr1nitting Period". ln the event Tenant exercises ils Pre-l'enn 'I'cnl1in.ation Right if approvals arc not granted or if Tenant is ordered to tcnninatc early under a cease rind desist order given by a 1nunicipal or slate mandate, Tenant agrees to cease its operations \\'ithin such tilnefnunc, and at lhc Landlord's option restore the Premises to its original condition or as Lessor so directs Lessee. vacate the Prcn1iscs in a broo1n clean condition, and pay Landlord an early tcrrnination fee equivalent to hvo (2) 1nonth's rent \vhich pay1ucnt shall be due and payable \Vith the Prc-Pcnnils 'fcrn1ination nolice. NS AJO has been infonned that PixMix, the existing tenant, \rill vacntc the Prc1niscs on or before August J l, 2016 in accordance \Vi th il~ Lease. 'fhc Parties hereby confinn that PixMi:-. did vacate the Prc1niscs on or before August .11, 2016.

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5. PEUMJTS AND APPUOVALS

6. BASEUENT

7. PUE-PERMIT PAYMENT#!

8. TEUMINA TION PEUIOD PAYMENT#2

.9. UENEWALTEUM

NS AJO is currently seeking all required permits and approvals to operate a Medical Mmijuana Dispensary at the Premises including both tl1e receipt of (a) a sl1tc license from Ute Massachusetts Department of Public Hcaltl1 for a Medical Marijuana Dispensary by NS AJO, and (b) any zoning relief or other mmtlcipal pem1its required to operate a Medical Marijuana Dispensary at the Pre1nises, in both cases only after any appeal period have expired \vithout appeal, or if appealed, finally resolved in favor of granting the license or pennit in question and in any case with conditions satisfactory to NS AJO (collectively U1e "Permits and Approvals"). NS AJO shall diligently pursue all Pemtits and Approvals.

The LESSEE shall pay to the LESSOR Base Rent at the rate of Eighty Two Thousand Six Hundred Fifty and 00/100 ($82,650.00) Dollars per year, payable monthly in advance on or before the first day of each month in montltly installments of $6,887.50 for the first year of U1e Lease Tenn, beginning April l, 2017 subject lo the immediately following paragraph, (the "Rent Commencement Date") through Sept em her 30, 20 17. Please see Section 24 of Lease Addendum for Base Rent Schedule for Years 2-5.

Lessee agrees to pay 100 percent (lOOo/o) of Base Rent, including insurance, real estate taxes and operating expenses which total $8, l 50/month, to the Lessor during the Permitting Period ("Penni! Rent"), which payments shall commence on September l, 2016, and end no later than March 31, 20 l 7; pmvided however so long as Tenant de1nonstratcs to Landlord that Tenant is tnaking 1neaningful progress in securing all of Tenant's Pcnnits and Approvals, Tenant shall be granted a lllrther period of 60 days to obtain such Pcnuits and Approvals. in which even! !he Rent Commencement Dale shall also be so extended. The phrase "meaningful progress" shall include but not be limited to~ filing 1naterials or applications \vith local and state regulatory agencies for the purpose of obtaining said Pcnnits and Approvals and receiving such Pcnnits and Approvals. For avoidance of doubt, U1c Prc­Pcrn1its Tcnnination right shall be availnblc to l'enant during any such GO-day extension period, if applicable.

A non-refundable payment of Ten Thousand and N0/100 Dollars ($10,000.00) shall be paid by NS AJO lo Landlord 'vithin three (3) business days after full execution of the Lease, as consideration for the tcrn1s and conditions set forth herein. Landlord hereby confinns that Tenant has made snch payment to Landlord.

In consideration of Lhc Pcnnitting Period, Tenant agrees to pay Landlord a non~rcJUndable pay1ncnt of One Hundred Thousand Dollars ($!00,000) no later than 90 days after the expiration of the Pcnnitting Period. In the event Tenant has not paid Landlord Base Rent and Additional Rent as specified above and/or not paid the $100,000 as specified in the prior sentence, Landlord shall have the right at its sole option to terminate the Lease upon seven days' prior \Vrittcn notice to Tenant

One (1) option to rcnc\V the Lease for S additional years that 1nay be exercised in \Vriting front Tenant by notice to the Landlord at least l\vclve full 1nonths prior to the cxpin\tion of the initial 1"cnn, nt the rental rates set fotth belo\V, and then Landlord 1nay either accept or reject Tenant's request to extend by so indicating by \Vriltcn notice to Tenant \Vithin thirty (30) days fron1 receipt of Tenant's request to extend.

10. SECURITY DKPOSIT Tenant agrees to 1lay l,andlord a Security De1losit of S16,300.00, The Security Deposit shall be held ns a security for the LESSEE's pcrfonna11cc as herein provided and rcfu11dcd to the LESSEE at the end or this Lease

2

subject to the LESSEE's satisfactol)' compliance with the conditions hereof. LESSOR n>1)' apply tl1e deposit against any amounts due LESSOR by reason of LESSEE'S default in the pcrfonnance of its obligations under this Lease. Upon application of all or any portion of the deposit, LESSEE shall promptly restore the deposit to its original amount. In the event of bankruptcy or other debtor-creditor proceedings against LESSEE, the deposit shall be deemed to be applied first to the payment of Rent and Additional Rent and other charges due LESSOR for all periods prior to the filing of such proceedings. LESSOR shall have the unrestricted use of tl1e deposit during the tcnn of U1is Lease. Landlord conftnns that it has received the Security Deposit fro1n Tenant.

11. UTILITIES LESSEE pays for separately metered electricity (lights, plugs and air conditioning) mid heat (gas) commencing upon full execution of the Lease. LESSEE shall be responsible to reimburse LESSOR for its propmtionatc share of water and sewer charges, within fifteen (IS) days of presentment of same. LESSEE shall be responsible for HVAC 1naintcnance including tl1c scnli-a1u1ual servicing of the HV AC by a licensed and Lessor approved HV AC service contractor) repair and replacc1nent. In the event Lessee docs not petfonn said 1naintenancc, repair or replace1nent of the HY AC in a tin1ely 1nanner, Lessor 1nay do said \VOrk and bill Lessee and Lessee agrees to rcin1bursc Lessor v'l'ithin 15 days of prescnt111ent of said invoice.

LESSOR shall have no obligation to provide utilities or equipment other than the utilities and equipment within the Premises as of the Conunenccment Date of this Lease. In the event LESSEE 1equircs additional utilities or equipment, the installation and maintenance thereof shall be the LESSEE's sole obligation, provided that such Installation shall be subject to the written consent of the LESSOR.

12. COMPLIANCE The LESSEE acknowledges that no trade or occupation shall be conducted in the leased premises oruse made

13,

WITH LAWS tl1ereof which will be unlawfu~ improper, noisy or offensive, or contraiy to any law or aiiy municipal by-law or ordinance in force in the city or tO\Vll in \Vhich the prc1nises arc situated. LESSEE shall at no ti1nc store at the Leased Prcntises hazardous or flanunable 1natcriats and shall con1ply \Vith all require1nents of the An1ericans \\1ith Disabilities Act (ADA).

FIRE INSURANCE

In all in.l:lanccs Tenant agrees to keep Landlord infonncd of all of 'fenant 's actions lo\vard obtaining its }Jennits and licenses and of any issues \Vit.h the Co1mno1nvcalth of MA <u1d the nu1nicipality during tl1e approval process and during Tenant's occupancy at the Prcn1ises. Tenant agrees to pay for Landlord's legal fees related to any such 1nattcrs.

The LESSEE shall not pennit any use of U1e Leased Pre1niscs \Vhieh \Viii 111akc voidable any insurance on the property of which tl1e leased premises me a part, or on the contents of said property or which shall be conlml)' to Any la\v or regulation fron1 ti1nc to tilnc established by the Ne"' England Fire Insurance Rating Association, or any similar body succeeding to its powers. 111e LESSEE shall on dcnurnd reimburse the LESSOR, and all 0U1er Tenants al the property, all extra insurMce premiums caused by the LESSEE'S use oftl1e Premises beyond tl1c current scope of the business activity in the building.

14. MAINTENANCE The LESSEF.: agrees to 1naintain the Leased Prc1nises in good condition, dan1agc by fire and other casualty only excepted. Lessee agrees to n1akc all phnnbing repairs pron1ptly. In the event Lessee docs not pron1pt1y tnakc said repairs, Lessor 1nay do so in \Vhich case Lessee agrees to rcin1bursc Lessor for the cost of said repairs \Vithin 15 days of presentment of lUl)' such invoice from the Lessor. The LESSEE shall not permit the Leased Premises to be

A LESSEE'S ove1·Ioadcd, dan1agcd; neither stripped, or defaced, nor suffers any \vastc. LESSEE shall obtain \Vrittcn consent of OBLIGATIONS LESSOR before erecting any new sign on the Premises.

B. LESSOR'S OBLIGATIONS

'I'hc LESSOH. agrees to inaintain, al its sole cost and expense, lhc stiucturc of the building of \Yhich the leased pre1niscs arc a part, c.xterior \Vindo\VS, roo( co1n1non areas, in the sa1nc condition As they are <II the conuncnce1ncnt of tJ1c tcnn or ns it 111ay be put in during the tcnn of this lease. reasonable Wear and tear, da1nnge by fire nnd other cas11alty only excepted, 11nless s11ch 111aintcn<1ncc is required because of The LESSEE or those for \Vhosc conduct the LESSEE is legally responsible

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15. ALTERATIONS­ADDITIONS

16. ASSIGNMENT & SUBLEASING

111e LESSEE shall not n1ake stn1ctural alterations or additions to the leased pren1ises, but 1nay n1ake non-structural alterations provided the LESSOR consents Uterclo in writing, which consent shall not be unreasonably wiU1hcld or delayed. All such allowed alterations shall be at LESSEE's expense and shall be in quality at least equal lo the present construction. LESSEE shall not pennit any n1echanics' liens, or sin1ilar liens, to ren1ain upon the leased Premises for labor and material furnished lo LESSEE or claimed to have been furnished lo LESSEE in connection With work of any clmraclcr performed or claimed to lmve been perfonncd al U1e direction of LESSEE and shall cause any such lien to be released of record forU1with without cost to LESSOR. Any alterations or improvements made by the LESSEE shall become the property of the LESSOR at the tenuination of occupancy as provided

Herein. LESSOR hereby consents lo Lessee's Work described in Exhibit A hereto except for the Lessee's proposed ale wotk listed on Exhibit A tlu1l is subject lo final Lessor's approval.

LESSEE shnll not assign, sublease or transfer this Lease or its interest herein.

17. SUBORDINATION This Lease shall be subject and subordinate to any and all mortgages, deeds of lrnsl and 0U1er instrnments in U1e nature of a 1nortgage, no\v or at any tin.1c hereafter, a lien or liens on the property of \Vhich the leased premises arc 11 part and the LESSEE shall, when requested, promptly execute and deliver such written inslrnmenls as shall be necessary to shO\V the subordination of this lease to said 1nortgages, deeds of tn1st or other such instnnnents in the nature of a n1ortgagc.

18. LESSOR'S ACCESS

rfhe LESSOR or agents of U1e LESSOR rnuy, at reasonable litncs, enter to vic\v the leased prctniscs and n1.ay rcrnovcs placards and signs not approved and affixed as herein provided, and 1nakc repairs and alterations as LESSOR should elect to do and may show the leased premises to others, and at any lime within three (3) months before the expiration of the tenn, n1ay affix to any suitable part of the leased pre1niscs a notice for letting or selling the leased prc1nises or prope11y of \vhjch the leased pretniscs are a part and keep the srune so affixed \Vithoul hindrance or 1nolestation.

19, INDEMNIFI­CATION AND LIABILITY

20.

21.

LESSEE'S LIABIUTY INSURANCE

FIRE CASUALTY­EMINENT DOMAIN

The LESSEE slmll save U1e LESSOR hannlcss from all loss and damage occasioned by the nse or escape of water or by U1e bursting of pipes (subject lo LESSOR's obligations in Section 34 of this lease), as well as from any claim or datnagc resulling fro1n neglect in not ren1oving snO\\' and ice fro1n tJle roof of the building or frorn the side\valks bordering upon the prerniscs so leased, or by any nuisance 1nadc or suffered on t11e leased pren1iscs, unless such loss is caused by the negkcl of the LESSOR. The removal of snow and ice from the sidewalks bordering upon the leased premises shall be LESSOR'S responsibility.

The LESSEE shall 1rntintain with respect to U1e leased premises and the property of which the leased premises arc a part comprehensive public liability insurance in U1e amount of $1,000,000.00/$2,000,000.00 with prope1t_v damage insurance in limits of $100,000.00 in responsible companies qualified to do business in Massachusells and in good standing therein insuring tl1e LESSOR as \vell as LESSEE againsl illiury to persons or dan1age to property as provided. The LESSEE shall deposit with the LESSOR certificates for such iusurnnce al Lease signing, and thereafter within thirty (30) days p1ior lo the expiration of any such policies. All such insurance certificates shall provide that such policies shall not be cancelled without at least ten (10) days' prior written notice lo each assured named therein. In the event the Tcnanrs Use causes Landlord's insurance to incrcnsc Tenant agrees to rcin1bursc Landlord for any such increases.

Should a substantial po1tion of the leased prc1nises, or of the property of \Vhich they t1re a part be substantially datnagcd by fire or other casually. or be taken by e1ninc11t do1nain. the LESSOR 1nay elect to tcnninatc this lease. When such fire, casualty, or taking renders the leased p1c111iscs substnnlially unsuitable for 1hcir intended use. a just and proportionate alnllctncnt of rent shall be niadc, and the LESSEE n1ay elet:l to tcnninalc U1is lease if:

(a) The LESSOR fails to give \\Tittcn notice \Vithin sixty ((l0) days of intention to restore the

4

22.

Prcn1iscs, or

(b) TI1e LESSOR fails lo restore lhe Premises to a condition substantially suitable for ils intended use \Vilhin one hundred hventy (120) days of said fire, casually or taking.

The LESSOR reserves, and the LESSEE grants lo the LESSOR, all rights which the LESSEE may have for damages or injury to the leased premises for any laking by eminent domain, except for damage lo U1e LESSEE's fixtures, properly, or equipment.

DEFAULT In the event that AND BANKRUPTCY (a) TI1c LESSEE shall default in the payment of any installment of renl or 0U1er sum herein

specified and such default shall continue for five (5) days after wrillen notice U1ereof; or

(b) The LESSEE shall default in the observance or performance of any other of the LESSEE's covenants, agreeinents, or obligations hereunder and such default not be corrected \Vithin thirty (30) days after written notice. thereof; or

(c) The LESSEE shall be declared bankn1pt or insolvent according lo la\v, or, if any assig1u11cnt slu~l be made of LESSEE's properly for lhe benefit of creditors,

then the LESSOR slmll lmvc the right thereafter. while such default continues, lo re-enter and lake complete tX>ssession of the leased pre1nises, to declare the tcnn of this lease ended, and, subject to U1e provisions of Section 24 belon·. remove the LESSEE's effects~ \ViU1out prejudice to any rc1ncdics \vlllch nlight be 0U1cnvisc used for arrears of rent or other default. The LESSEE shall indenutlfy the LESSOR against all loss of rent and other pay1nents \Vhich the LESSOR 1nay incur by reason of such tennination <luring the residue of U1c tcnn. If the LESSEE shall default, after reasonable notice thereof, in U1e observance or perfonnance of any conditions or c..'Ovenants on LESSEE's part lo be observed or perfonncd under or by viI1uc of any of U1c provisions in any arliclc of Utls lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default. may remedy such default for U1c account and al the expense of lhe LESSEE. If lhe LESSOR makes any expenditures or incurs any obligations for the payn1ent of inoney in connection U1erc\vith, including but not li1nited to, reasonable atton1ey 's fees in insliluting, prosecuting or defending any action or proceeding, such sutns paid or obligations insun:d, with inten:sl at the rnte of twelve (IZ%) per cent per aruunn and costs, shall be paid lo the LESSOR by the LESSEE as additional rent.

23. NOTICE Any notice from the LESSOR to lhe LESSEE relating lo the teased premises or lo the occupancy thereof, shall be deemed duly served, if lefl at the leased premises addressed lo the LESSEE, emailed lo the Lessee nl Lessee's e1nail of aitiaJ14231fl·gJnail.co1n to the attention of Aidan O'Donovan or via registered or certified 1nail, return receipt requested or other con1n1crcially acceptable con1n1ercial canier such as Federal Express to Lessee's address al the Property. Any notice from the LESSEE lo the LESSOR re la ling lo the leased prcntlses or lo the occupancy thereof, slmll be deemed duly served, if mailed lo the LESSOR by registered or certified mail, relum receipt requested, postage prepaid, addressed lo the LESSOR al 107 South Street Unit 3B, Boston, Ma 02111-2840 or such other address as the LESSOil 1nay fro1n ti1nc to ti1nc advise in \Vriting. In addition Lessee agrees to provide notice via Lessee's e1nail to Lessor at chrishueH191J81tfjgn1ail.co1n, to the attention of Christopher Lucy, Manager. If notice is sent via ce11jfied 1nail, either party shall provide a provision to track any notice.

24. SURRENDER The LESSEE shall at the expiration or other tcnnination of lltis lease remove all LESSEE's goods and effects fro1n the 1c:1sed prc1niscs, (including, \Vithout hereby li1niting the generality of the foregoing, all signs and le!lering affixed or painted by the LESSEE, either i1e<idc or outside lhe leased premises). LESSEE sl••ll deliver to tl1e LESSOR the leased premises and all keys, locks thereto, and 0U1er fixtures connected therewith and all alterations nnd additions n1adc lo or upon the leased pren1iscs, in good condition, \Vear and tear or datnage by fire or other casualty only cxccplcd.

Nohvithstanding anyUling lo the contrary herein, LESSEE and LESSOR understand that only those autl1orized to possess rnarijuana for 1ncdical use pursuant lo Ch. J69 or the Acls of20l2 and ils i1nplc1ncnting regulations. 105 CM1\. 725.000, et. Seq., arc pcnnitted lo possess regulated assets, such as 1narijuana and n1arijua11a infused products, \Vithout being subject to l<I\\' cnforccn1cnt action. LESSOR agrees 1hat its rights under this Section 22 shall not include the sale or repossession of assets protected by the l-h11nanitarian Medical use of l'vlarijuann AcL

5 ' I.

Ch. 369 of the Acts of 2012, i.e. any product containing any amount of marijuana. lf LESSOR shall remove such assets from the Pre1nises pursuant to this Section 22, or store such assets after rcn1oval, Or dispose of such assets, LESSOR shall cause such actions to be taken on its bclmlf only by persons authorized under the Humanitarian Medical use of Marijuana Ac~ Ch. 369 of the Acts of 2012, 105 CMR 725.00, ct. seq. and 0U1cr guidance from U1c Commonwealth of Massachusells Department of Public Health and such removal, storage or disposal shall be pcrfonncd in co111pliancc \Vilh such la\V.

25. FORCE MAJEURE

In the event that the Lessor is prevented or delayed frorn nmking any repajrs or perfonning any other covenant hereunder by reason of any cause reasonably beyond the control of the Lessor, Ole Lessor shall not be liable to the Lessee therefor nor, except as expressly otherwise provided in case of casualty or taking, shall the Lessee be entitled to any abaten1ent or reduction of rent by reason thereof, nor shall the sa1nc give rise lo a clain1 by the Lessee that such failure constitutes actual or const111ctivc eviction fron1 U1c leased prc1nises or any part thereof.

26. LIABILITY OF OWNER

No owner of the properly of ,vhich the leased prc1nises are a part shall be liable hereunder except for breaches of the Lessor's obligations occurring during the period of such ownership. The obligations of U1e Lessor shall be binding upon the Lessor's interest in said property1 but not upon other assets of the Lessor, and no individual partner, agent, trustee, stockholder, officer, director, cn1ploycc or beneficiary of the Lessor shall be pcrsona1ly liable for pcrfonnance of the Lessor's obligations hereunder.

27. OTHER Sec Paragrn1>hs 28-43 attached hereto and inCOl')>Orated herein. PROVISIONS

REAI;J/NDER OF PAGE INTEN'l'lONALLY LEFT BLANK SIGNATURE PJICiEFOLLOWS

IN WITNESS WHEREOF, the said pm1ies hereunto set their lumds illld seals as of the date of the last party lo sign below.

LESSEE: NS AJO lloldings, Inc.

By: Aidan 0' Donovan, Chief Operating Officer Duly Authorized .

Dated: l ~ I )

6

LESSOR: 23 Ehn Street Trust

',>')/ ·,.{/)

' nd not indiviltilally

Dated: { // /, /L(j I 7 ~-'-c7{--'-----~7'--~-=---'---'-~~~~-

LESSOR:

LESSEE:

PREMISES:

ADDENDUM TO COMMERCIAL LEASE

23 ELM STREET PROPERTIES, LLC

NS AJO Holdings, Inc.

23 ELM STREET, BUILDING #3 WATERTOWN, MASSACHUSETTS 02472

28. Base Rent (cont'd). During the Tenn, Lessee agrees to pay to Lessor, without setoff or deduction, the following rental (the "Base Rent"):

Year 2:

Year 3:

Year4:

Year 5:

$84,027.50 annually, or $7,002.29 monthly ($30.50/SF/YR)

$85,405.00 annually, or $7117.08 monthly ($31.00/SF/YR)

$86,782.50 annually, or $7,231.88 monthly ($31.50/SF/YR)

$88, 160.00 annually, or $7,346.67 monthly ($32.00/SF/YR)

The Base Rent shall be payable in the monthly installments specified above, due in advance on the first day of each calendar month following the Commencement Date, to the Lessor at Citizens Bank ACH # 132098914lor at such other place as Lessor may from time to time designate by notice to Lessee.

29. Operating Expenses. After the Permitting Period, Lessee shall pay for its pro-rata share (14%) of all Operating Expenses (defined below) within fifteen ( 15) days of presentment of such Operating Expenses' support documentation. "Operating Expenses" means, subject to the exclusions contained herein, all of the costs and expenses associated with operating the building in which the premises is located and the land and sidewalks and other common areas surrounding the building that are incurred, including without limitation, utilities, insurance premiums, pest control, material and supplies purchased in connection with the building, landscaping, fire protection, compliance with laws, repair of common areas, including parking lot and sidewalks, maintenance and repair of the building and other common areas, snow removal, insurance premiums, utility services for common areas, management fees, and any other reasonable costs and expenses of any nature specific for the operation of the building and common areas but specifically excluding capital expenditures and other costs for structural items or building systems on or after the expiration of their useful lives, depreciation, lease commissions, interest or principal payments on mortgages and other non-operating debts of the Lessor, base ground rent payments to any ground lessor, tenant improvement costs and other costs in

A-7 (

connection with leasing of space in the building including advertising and marketing expenses for vacant space in the building.

30. Real Estate Taxes. After the Permitting Period, Lessee shall pay for its pro-rata share (14%) of all Real Estate Taxes within fifteen (15) days of presentment of such real estate tax information. For the purposes of this Agreement, "Real Estate Taxes" means all Real Estate Taxes and assessments on the building.

31. Parking. Lessee's employees, customers and visitors may have use of 8 assigned parking spaces on the property subject to Lessor's reasonable rules and regulations, including, but not limited to assigning parking. Tenant shall be entitled to 8 assigned parking spaces. Tenant shall assume full responsibility for monitoring its clientele and employee parking to ensure that the use of 8 spaces is not exceeded and that the parking lot does not function in a manner that disturbs the rights of the other tenants of the Property to conduct their business and their parking rights including the hiring of private security personnel, if necessary. Tenant shall install signs at Tenant's parking spaces posting towing and Tenant designated spaces as approved by the Landlord.

Lessor shall have the tight to change parking space locations at any time throughout the Term of this Lease.

32. Building Rules. Lessee will comply with all reasonable rules and regulations (not in conflict with the provisions of this Lease) as Lessor may, from time to time, promulgate to regulate the conduct of all tenants using the Building and the Property, to the extent Lessee has received written notice of same, as if all such rules and regulations were set forth in this Lease at length. Lessor shall have the tight to amend such rules and regulations and to waive any one or more of them in the case of any one or more tenants. Such waiver as to one tenant shall not constitute a waiver as to any other tenant. Lessor shall not be responsible to Lessee or to Lessee's agents, employees, servants, licensees, invitees, or visitors for failure to enforce any such rules and regulations or for the nonobservance or violation of any such rules and regulations by any other tenant or by any other person.

33. Signage. Lessee shall be allowed to install new building standard signage over the front of Lessee's Premises entry door subject to Lessor's prior wtitten approval. All building signage must be approved and in compliance with regulations of the Town of Watertown and the State of Massachusetts.

34. Building Access, Security and Keys, Access is available to the Premises 24 hours a day/7 days per week. LESSEE is responsible for installation and maintenance of burglary alann, if required by Lessee. Lessee shall continue to use its current key to the entrance door which key may not be duplicated or changed. In the event Lessee changes its key, Lessee agrees to supply Lessor a copy of all keys to the Premises for Lessee's and fire department access. At the end of the Term, Lessee agrees to return to Lessor all keys given to Lessee or to reimburse Lessee for the cost of doing so.

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35. Cleaning Services. Lessee is responsible and shall pay for all cleaning at the Premises.

36. Trash Removal. Lessee is required to provide its own trash removal accommodations at the Lessee's expense.

37. Life & Safety. Lessee shall be responsible for installation and maintenance of all life safety equipment (ABC type fire extinguishers, emergency lights, smoke detectors, all o[

which is in compliance with the Fire Department's Regulations and all other related codes and regulations) required for its use. Lessee agrees to obtain an annual inspection from a licensed professional, if requested by Lessor, and shall promptly provide a report of same to Lessor. In the event Lessee fails to have the fire extinguishers inspected and/or to provide Lessor with a copy of the annual inspection report, Lessor may have such report completed and bill require that Lessee reimburse Lessor within 30 days of Lessee's receipt of such invoice from Lessor. Lessee agrees to continue to maintain a fire and burger alarm system. Said phone lines for the fire alarm must each be on a dedicated phone line which line may not be altered and shall not be shared with Lessee's computer, internet, telephone or any other data service at the property.

Lessee is required to purchase and maintain 2 ABC type fire alarms fire extinguishers in a mounted and visible location that would pass a fire inspection test in the Premises at all times and is responsible to replace fire extinguishers once they are obsolete.

If required to do so by the Fire Depa11ment, Lessee is responsible for purchasing of additional smoke detectors in the Premises. In addition, Lessee is responsible to replace malfunctioning smoke detectors and to periodically se1vice/111aintain smoke detectors. Lessee is responsible for the burgla1y se1vices.

Lessee agrees to give Lessor a writ.ten proposal for the any building improvements prior to the work being perfom1ed. Lessor must approve any proposed modifications. Lessee must hire licensed contractor to perfonn the work. Lessee must provide contact information of the contractor to the Lessor.

38. Lessor's Work. LESSOR will deliver the Premises in its current "as-is" condition; provided however, Lessor agrees to deliver the HY AC unit serving the Premises in good working order.

Any LESSEE Work needs to be approved in advance by the LESSOR. All contractors must be qualified, licensed, insured and approved of in advance by the LESSOR. LESSEE shall conduct the Lessee's Work set forth in Exhibit A below, if any, attached hereto in a professional and workmanlike manner and so as to minimize disruption to the other tenants in the Building. All LESSEE Work must be in compliance with the local building code.

A-9

/\~'

39. Indemnity. LESSEE shall indemnify, release and hold hannless the Lessor and its agents and principals for any and all liability, damages, causes of action, attorney's fees and costs associated with or arising from Lessee's usage and operation of its facility at the Premises.

40. Non-Disclosure: Both parties agree to keep any information and/or financial terms contained herein and in any response to this letter and/or any subsequent correspondence, offers, counteroffers, discussions, and/or documents by and/or between the parties confidential whether the anticipated discussions and negotiations lead to a fully executed Lease or not.

41. Hold Over. If LESSEE shall continue to occupy the Premises after expiration or sooner termination of this Lease, LESSEE shall pay, as liquidated damages, for each month of continued occupancy an amount equal to one and one halftimes the rent being paid for the month the Lease expires or is terminated. No receipt of money by LESSOR from LESSEE after expiration or termination of this Lease shall reinstate or extend this Lease or affect any prior notice given by LESSOR to LESSEE.

42. Entire Agreement. This Commercial Lease Agreement supersedes all prior agreements between the parties and contains the entire agreement of the parties and may not be modified except by a written instrument signed and executed by both parties. The Lease between the patties which expires on September 30, 2016 shall remain in effect until the Commencement of the Lease.

43. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

LESSEE: NS AJO Holdings, Inc.

' /" By: __ ~~------

Aida11 0'.Donovan, Chief Operating Officer, .Duly Authorized

Dated: \ / \of \1,

LESSOR: 23 Elm Street Trnst

A-10 (' . I

/~~

Guaranty

The undersigned, Aidan O'Donovan, with a residential address of 67 Dana Street Apartment 1 Cambridge MA and a residential address of 1133 Corona Street Unit I Denver Co. 80218 and a business address of920 West 104" Avenue Nmthglenn CO 80234 being a principal of Lessee and receiving good and valuable consideration, the receipt of which is hereby acknowledged, and as a precondition for Lessor to enter into this Lease, does hereby unconditionally agree to guaranty all the obligations of the Lessee to the Lessor for the Term of the Lease including the Base Rent and all additional charges for real estate taxes, insurance and building operating costs.

Aidan O'Donovan

A-I I

EXHIBIT A

Lessee's Work: Subject to Lessor's review of Lessee's final and signed and stamped plans and specifications, Lessee shall, at its sole cost and expense, furnish all labor and materials required for installation of the following items, if any, at the Demised Premises:

• Demolition • Installation of new partitions • Install Tenant's furniture, fixtures and equipment • Paint walls • Any modifications to the HVAC equipment • Any modifications to the Plumbing, electrical lighting, systems • Install life and safety equipment to meet codes • Install a security system • Install phone and data systems • Any and all other work not included in Landlord's Work • Any work mandated by Federal, state or municipal requirements. • Obtain a building pennit before commencing its work and a Ce1tificatc of Occupancy

piior to occupying the Premises.

Lessee agrees to provide Lessor with the names and contact information (email addresses and phone numbers) for any trades people working at the Premises. This list shall include plumbers, electricians, subcontractors and contractors providing all work at the Premises including but not limited to all structural work prior to each contractor commencing Lessee's Work. If any work to be perfonned at the Premises could cause noise that could disturb other tenants of the Property, Lessee agrees to notify Lessor in advance so Lessor may notify its other tenants.

A-12

FIRST AMENDMENT TO AMENDED AND RESTATED COMMERCIAL LEASE

This FIRST AMENDMENT TO AMENDED AND RESTATED COMMERCIAL LEASE (this "Amendment") is entered into as of the date of the last party to sign below (the "Effective Date"), by and between Christopher Lucy, Trustee of 23 Elm Street Trust ("Lessor"), and NS AJO Holdings, Inc. ("Lessee").

RECITALS

A. Lessor and Lessee entered into that certain Commercial Lease dated July 14, 2016, as amended and restated by that certain Amended and Restated Commercial Lease dated January 16, 20 l 7 (collectively, the "Lease"), with respect to approximately 2,755 rentable square feet of space located in Building 2 (the "Current Premises") at 23 Elm Street, Wate1town, Massachusetts (the "Property");

B. Lessee desires to lease additional space in Building 2 containing approximately 233 rentable square feet (the "Building 2 Expansion Premises"), for a total of approximately 2,988 rentable square feet in Building 2 as shown on Exhibit A attached hereto;

C. As of the Effective Date, the Property contains 52 parking spaces. Pursuant to Section 31 of the Lease, Lessee may use eight (8) existing parking spaces at the Propeity for its exclusive use at no additional cost (the "Building 2 Spaces");

D. Lessee desires to create two (2) new parking spaces at the Property on the south side of the Pre111ises, at Lessee's cost and expense, for its exclusive use (collectively the "Ne\v Spaces");

E. Lessee also desires to use an additional twelve (12) existing parking spaces at the Property for its exclusive use (each, an "Additional Space'', collectively the "Additional Spaces");

F. Lessee desires that two (2) Additional Spaces be located on the east side of those certain premises consisting of approximately 1,451 rentable square feet located in the northern portion of Building 1 (the "Building 1 Premises"); therefore, Lessor requires that Lessee lease the Building 1 Pre1nises;

G. By reason of leasing the Building I Premises, Lessee may use an additional three (3) existing parking spaces at the Property in front of the Building I Premises for its exclusive use at no additional cost (the "Building 1 Spaces");

H. The Building 2 Spaces, New Spaces, Additional Spaces, and Building I Spaces equaling a total of twenty-five (25) parking spaces, arc collectively referred to herein as the "Exclusive Spaces";

[. Subject to the terms and conditions set forth below, Lessor and Lessee have agreed to a1nend the tenns and condition of the Lease to reflect their agreen1enls governing Lessee's lease of the Building 2 Expansion Pre1nises and the Building 1 Pren1ises, and Lessee 1s use of the Exclusive Spaces.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration. the receipt and sufficiency of which are hereby acknovvledged) Lessor and Lessee agree to inodify and a1nencl the tenns of the Lease as follows:

l. Recitals. The recitals set forth above are, by this reference, incorporated into and deemed a part of this Amendment.

2. Expansion of Premises. Effective as of the Effective Date, Lessor shall lease the Building 2 Expansion Premises and the Building I Premises to Lessee subject to all of the terms and conditions of the Lease, and the tenn "Pren1ises" shall 1nean, ,collectively, the Current Pre1nises, the Building 2 Expansion Premises, and the Building I Premises. Accordingly, effective as of the Effective Date, the Premises shall consist of an agreed upon 4.439 rentable square feet.

3. Remeasurement of Premises. Lessee shall have the right, exercisable within thirty (30) days of the Effective Date, to remeasure the Premises. Any payments due to Lessor from Lessee based upon the amount of square feet contained in the Premises shall be proportionally, retroactively and prospectively reduced or increased, as appropriate, to reflect the re1neasure1nent of the Pren1ises by Lessee.

4. Base Reut. As of the Effective Date, the first paragraph of Section 6 and Section 28 of the Lease are hereby deleted in their entirety and replaced with the following:

"'Period Annual Rent Monthly Rent Per Square Foot 6/1/17-5/31/18 $133, 170.00 $11,097.50 $30.00 6/1/18-5/31/19 $135,389.50 $11,282.46 $30.50 6/1 /19-5/31 /20 $137,609.00 $11,467.42 $31.00 611 /20-5/31121 $139,828.50 $11,652.38 $31.50 6/1/21-1/31/22 $142,048.00 $11,837.33 $32.00

The Base Rent shall be payable in the monthly installments specified above, due in advance on the first (1 ") day of each calendar month, to Lessor at Citizens Bank ACH # 1320989141, or at such other place as Lessor n1ay fron1 ti1ne to tin1e designate by \Vritten notice to Lessee."

5. Building l Premises Subletting. Notwithstanding anything contrary stated herein or in the Lease, Lessor agrees that, provided Lessee is not in default under the Lease beyond applicable periods of notice and cure, and Lessee first obtains Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee may sublet the Building 1 Premises. Lessor shall approve or disapprove any such proposed subletting within fifteen ( 15) business days following receipt of Lessee's notice of its desire to sublease the Building 1 Premises. If Lessor approves any such proposed subletting, Lessee shall remain fully and primarily liable and obligated under the Lease for the entire Term, and in the event of a default by the sublessee, Lessor shall be free to pursue Lessee, the sublessee, or both, without prior notice or demand to either. Any sub lessee of the Building 1 Premises shall adhere to the tenns and provisions regarding parking stated herein and else\vhere in the Lease. Lessee agrees to retain Godino Co., Inc., or another brokerage firm if approved by Lessor, as the broker for any proposed subletting of the Building 1 Premises.

6. Parking. As of June l, 2017, Section 31 of the Lease is hereby deleted in its entirety and replaced vvith the folJo\ving:

a. Use of Exclusive Spaces. Lessee's en1ployees> custotners and visitors 1nay have use of the Exclusive Spaces as shovn1 on ''Exhibit B:' attached herelo for the duration of the Term of the Lease (including any 1·enewal terms exercised by Lessee and granted by Lessor). I~essee shall assuine full responsibility ror n1onitoring its clientele. any Building ! Pren1iscs sublessee, and etnployee parking to ensure that lhe use of Exclusive Spaces does not function in a

manner that disturbs the rights of the other tenants of the Property to conduct their business and their parking rights, including Lessee hiring private security personnel, if necessary. Lessee shall install signs or shall otherwise clearly mark the Exclusive Spaces, as reasonably approved by the Lessor, designating such spaces as being subject to Lessee's exclusive use. For so long as Lessee is leasing the Exclusive Spaces, Lessee shall be responsible for maintaining such signage and/or painting for said spaces and noting them to be for Lessee's exclusive use. Lessor shall not lease or authorize the use of the Exclusive Spaces by any other tenant or occupant at the Prope1iy so Jong as Lessee is leasing the Exc_lusive Spaces.

b. Location of New Spaces. Lessee may, at Lessee's cost and expense, create the New Spaces on the south side of the Premises as shown on "Exhibit B" attached hereto. Lessee warrants and represents that the New Spaces shall comply with all applicable laws and regulations.

c. Surrender of Exclusive Spaces. In the event that Lessee desires to decrease the number of the Additional Spaces or New Spaces that comprise the Exclusive Spaces, Lessee shall provide written notice to Lessor, and Lessor shall have a period of ten (I 0) Business Days from receipt ofLessee)s notice to consent to or reject Lessee 1 s request.

d. Fee for New Spaces and Additional Spaces. Commencing on the date that Lessee receives all required permits, licenses, and approvals to lawfully operate at the Premises, Lessee shall pay as additional rent to Lessor the sum of Two Hundred Fifty Dollars ($250) per each New Space and per each Additional Space, payable monthly in advance on or before the first (1'1) day of each month (I.e., $3,500 per month for use of 14 parking spaces). For avoidance of doubt, Lessee shall not be required to pay any additional fee for use of the Existing Spaces.

e. Relocation of Exclusive Spaces. Subject to the rights granted to other tenants Lessor shall have the right at any tit11e by providing foity-five (45) days' advance \vritten notice to Lessee to request that Lessee relocate any of the Exclusive Spaces to a mutually agreeable other parking space at the Properly; provided, however, that Lessee may choose not to relocate such Exclusive Spaces and instead release such parking space to Lessor and no longer use it exclusively. Any such release of an Exclusive Space by Lessee shall not impact Lessee's Base Rent. lf Lessee agrees to relocate any Exclusive Space, then in no event shall such relocation result in a decrease in the total number of Exclusive Spaces and the costs associated with such relocation shall be borne by Lessee.

7. Lessee to Restripe Parking Spaces. Except for those parking spaces located on the west side of Building I fronting Elm Street, Lessee has agreed to re-paint, at its sole cost and expense, the existing lines of all existing parking spaces at the Property within ninety (90) days of the Effective Date (the "Restriping"). Lessor shall cooperate with Lessee to obtain necessary approvals, authorizations, and permits for the Restriping, and shall coordinate with all other tenants and occupants at the Prope1iy regarding n1oving 1notor vehicles and other property a\:vay fro1n the Restriping so Lessee 1nay fully satisfy its obligations hereunder. In exchange for Lessee undertaking the Restriping, Lessor agrees to release, inden1nify, and hold Lessee hannless fro111 and against all clain1s, den1ands, loss, da1nage1 and costs (including reasonable attorneys' fees_) arising out of Lessee's restriping those parking spaces that are not for its exclusive use (I.e., those parking spaces that are not the Exclusive Spaces and Building I Spaces). Lessee has no kno\vledge of, and therefore n1akes no representations about, the size of the exisling parking spaces al the Property and \Vhether they coinply \Vith applicable lct\V.

8. fVliscelianeous. Except as defined differently herein, all capitalized tenns used in this A1nend1nent shall have the ineanings ascribed to then1 under the Lease. Each exhibit attached hereto is

_,

made a part hereof for all purposes. Except as amended hereby, the Lease shall remain in full force and effect in accordance with its terms and is hereby ratified. In the event of a conflict between the Lease or and this Amendment, this Amendment shall control. This Amendment, together with the Lease, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Amendment or the Lease, and no prior agreement, understanding or representation pettaining to any such matter shall be effective for any purpose, even if any such agreement is signed by one or both of the parties hereto. The parties agree that this Agreement shall be construed without regard to the drafter of the same and shall be construed as though each party to this Agreement participated equally in the preparation and drafting of this Agreen1ent. The tenns and provisions hereof shall be binding upon and inure to the benefit of the pa1ties hereto and their respective successors and assigns.

[Signature page follows]

[Signature page to First Amendment to Lease]

fN WITNESS WHEREOF, the parties hereto have executed this Amendment tmder seal on tlte date of the last party to sign below.

"LESSOR"

23 ELM STREET T,RUST

r ' (:\- (l 6) /' By: /\_/,}~/ :v-111)1C\~ r 1/ Name: Christopher Lucy '; ' · ,. Its: Trustee ) ... , _1 Date: ,,..-.. - .'2- e-l _, o--.. : . 1 I

';:s F I

"LESSEE"

NS AJO HOLDINGS, fNC., a Massachusetts nonprofit co ration

By: Name: Aidan O'Donovan Its: Chief Operating Officer Date: ___ r '-/_.)1-1-l_,_{_,_/ 47 ____ _

5

EXHIBITB PARICTNG SPACE PLAN

ELRCTED OFFICIALS:

Mark S. Sideris, Council President

Vincent J. Piccirilli, Jr., Vice President

Michael F. Dattoli, Councilor Al Large

Anron P. Dushku, Councilor At Large

Susnn G. falkoft; Coundlor At Large

Anthony Palo1nba, Councilor At Large

Angeline B. I<ounelis, District A Councilor

Lisa J, Feltnel\ JJistrict I3 Co\1ncilor

Kenneth ivf. \Voodland, District D Councilor

W atettown Town Council Administration Building

149 Main Street Watertown, MA 02472 Phone: 617-972-6470

Department of Public Health Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Chauncy Street, 11 111 Floor Boston, MA 02111

June 6, 2017

Re: Town of Watertown - Non-Opposition for NS A.TO Holdings, Inc. RMD

Dear Sit1Madam:

Please be advised that the Town Council of the City known as the Town of Watertown has been contacted by NS AJ 0 Holdings, Inc. regarding its plans to locate a registered marijuana dispensary in Watertown.

NS A.TO Holdings, Inc, proposes to operate at 23 Elm Street, which is located within the Regional Mixed Used Development (RMUD) zoning district. After due consideration of the proposal by NS A.TO Holdings, Inc., as of the date of this letter the Town does not oppose the proposed operation, for so long as such operation is undertaken in strict compliance with the Department of Public Health Regulations at 105 CMR 725.001, et seq., as may be amended, and all local ordinances and regulations.

Thank you for your consideration in this matter.

Mark S. Sideris Council President

Application 3__ of 2__ Applicant Non-Profit Corporation NS AJO Holdings 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: 10/01 /2017

FIRST FULL FISCAL SECOND FULL FISCAL YEAR PROJECTIONS YEAR PROJECTIONS

20 17 20 18

Projected Revenue $2,404,160.00 $3,228,712.00

Projected Expenses $1,361,783.00 $ 1,702,679.00

VARIANCE: $ 1,042,377.00 $ 1,526,033.00

Number of unique patients for the year 1377 1721

rfomber of patient visits for the year 60105 86,099

l'r·ujected % of patient growth rate annually --- 25o/o

Loli mated purchased ounces per visit 0.125 0.125

Estin1ated cost per ounce 320 300

l'utal FTEs in staffin,g 40-60 40-60

'J'uta! 1narijuana for medical use inventory 500 700

l(;r· lhe vear (in lbs.) I uLal marijuana for medical use sold for the

470 673 year (in lbs) · J'otal marijuana for medical use left for roll

30 27 over (in lbs.)

Projected date the RMD plans to open: _1_01_0_11_2_01_7 __________ _

11 itorrnation 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: AJO

THIRD FULL FISCAL YEAR PROJECTIONS

20 19

$ 3,243,730.00

$1,716,159.00

$ 1,527,571.00

1807

92678

5o/o

0.125

280

40-60

800

724

76

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