AMENDED AND RESTATED INDUSTRIAL LEASE

Exhibit 10.2

Certain identified information has been excluded from the exhibit by means of marking such information with brackets and asterisks because such information is both not material and is the type that the registrant treats as private or confidential.

AMENDED AND RESTATED

INDUSTRIAL LEASE

THIS AMENDED AND RESTATED LEASE is dated for reference September 1, 2021

BETWEEN:

▇▇ ▇▇▇▇▇ Pharmaceuticals Inc.

(the “Landlord”)

AND:

Optimi Health Corp.

(the “Tenant”)

CONTEXT:

NOW THEREFORE, in consideration of the rents and covenants herein contained, the Landlord and Tenant agree as follows:

ARTICLE 1

BASIC TERMS, DEFINITIONS AND INTERPRETATION

The basic terms of this Lease are as follows:

The foregoing Basic Terms are agreed to by the parties and each reference in this Lease to any of the Basic Terms will be construed to include the foregoing provisions and all of the additional applicable sections of this Lease where such Basic Terms are more fully set forth.

The Landlord and the Tenant agree that, in this Lease, the words or phrases set out in Schedule A will, unless there is something in the context inconsistent therewith, have the meanings set out in Schedule A.

The Schedules attached to this Lease are incorporated into and form an integral part of this Lease and are as follows:

ARTICLE 2

DEMISE, TERM AND CONSTRUCTION

The Landlord hereby leases the Premises to the Tenant and the Tenant leases the Premises from the Landlord, subject to the terms and conditions set out in this Lease, for the Term. The Tenant acknowledges that it is leasing the Premises from the Landlord on an “as is” basis, and that the Landlord will not be required to perform any work or provide any materials or services in respect of the Premises whatsoever except as expressly provided herein.

Prior to the commencement of any construction on the Premises and as soon as is reasonably practical after the Commencement Date, the Tenant will apply to the appropriate governmental authority for any permits necessary to construct the Building, and at the same time deliver to the Landlord drawings, elevations (where applicable), specifications (including the materials to be used), locations (where applicable), and exterior decoration and design of the proposed Building for the Landlord’s approval, which approval the Landlord agrees not to unreasonably withhold, delay or condition. Upon receipt of the Landlord’s approval and a building permit, the Tenant will construct the Building, together with other facilities ancillary to and connected with the Building on the Premises, expeditiously and in a good and workmanlike manner and in substantial accordance with the drawings, elevations, specifications (including materials to be

3

used), location on the Premises, and exterior decoration and design all upon which the issuance of the building permits by the appropriate governmental authority having jurisdiction are based. Any changes to the drawings, specifications, location, exterior decoration, design, or exterior appearance of the Building or the appearance of the Premises will first be approved by the Landlord.

The Building will be deemed to have been substantially completed (the “Date of Substantial Completion”) when the architect or engineer of the Tenant has issued a certificate to the Landlord, signed and sealed by the architect or engineer, certifying that:

The Tenant hereby covenants to allow, and provide priority to, easements, rights of way and other similar covenants as may be required by the Landlord from time to time over any part of the Land together with a full, free, and uninterrupted right, licence, liberty, privilege, permission, and right of way forever at all times and from time to time to install, construct, and maintain utility services of any kind whatsoever, including, without limitation, sewage works, water works, drainage works, natural gas works, hydroelectric works, cable works, and telephone works together with the right of uninterrupted ingress, egress, and regress for the owners of the adjoining lands, their servants, agents, workmen, licensees, assigns, successors, customers, guests, and tenants with or without vehicles, supplies, or equipment for the purposes aforesaid and for any purposes whatsoever.

The Tenant shall not assign, encumber or otherwise deal with its interest in the Building separately from dealing with its interest in the Land, to the intent that no person shall hold or enjoy any interest in this Lease acquired from the Tenant who does not at the same time hold a like interest in the Building. The Landlord and the Tenant agree that during the Term as

4

extended and renewed from time to time, the title to and ownership of the Building and all alterations, additions, changes, substitutions or improvements thereto shall be vested in the Tenant and shall automatically vest in the Landlord at the expiry or earlier termination of the Term. Notwithstanding that the definition of the Premises includes the Building, the Tenant and the Landlord acknowledge that the Building will be owned by the Tenant during the Term and any renewals or extensions thereof.

ARTICLE 3

RENT AND OTHER PAYMENTS

Commencing on the Commencement Date, the Tenant will pay to the Landlord or as the Landlord may in writing direct, in lawful money of Canada without any abatement, set-off, compensation or deduction whatsoever, the aggregate of:

Rent will be payable at the Landlord’s address specified in Section 1.1(a)(ii) or at such other place as the Landlord may from time to time direct in writing. The Landlord may, at its option, apply all sums received from or due to the Tenant against any amounts due and payable under this Lease in such manner as the Landlord sees fit.

Additional Rent (including, without limitation, Operating Costs and Taxes) payable by the Tenant will be estimated by the Landlord for each Lease Year or such period as is reasonably designated by the Landlord from time to time. Subject to Section 9.2, the Tenant will pay the Landlord the estimated amount in equal monthly instalments in advance on the first day of each calendar month during the designated period. Within a reasonable period of time following the designated period the Landlord will furnish to the Tenant a statement setting out the Operating Costs and Taxes for such period. If the amount payable by the Tenant as shown on any such statement is greater or less than the aggregate of amounts paid by the Tenant under this Section 3.2, the proper adjusting credit or payment will be made between the parties within 14 days after delivery of the statement. Any credit made by the Landlord or payment made by the Tenant and accepted by the Landlord in respect of any adjustment made hereunder, will be without prejudice to the Landlord’s or ▇▇▇▇▇▇’s right to claim a readjustment provided such claim is made within 12 months from the date of delivery of the statement referred to in this Section 3.2.

5

The Tenant will promptly pay the Tenant’s Taxes as they become due. The Tenant will provide to the Landlord, upon request, the official receipt for each payment made by the Tenant in respect of the Tenant’s Taxes.

The Tenant will pay for all electricity, gas, other fuel, water, sewer and other utilities consumed at the Premises. For all utilities billed directly to the Tenant, the Tenant shall pay such utility costs directly to the applicable authorities and upon request, provide the Landlord the official receipt for each payment made by the Tenant in respect of such utilities. For all utilities billed by the supplying utility to the Landlord, such utilities will form part of the Operating Costs.

The Tenant will provide the Landlord with a series of 12 post-dated cheques for monthly Annual Basic Rent and Additional Rent on the Commencement Date and on each yearly anniversary thereafter during the Term and any extension or renewal thereof. If requested by the Landlord, the Tenant will instead supply the Landlord with an automatic debiting authorization by which payments in respect of the monthly instalments due under this Lease are automatically deducted from the Tenant’s bank account and credited to the Landlord’s bank account.

If, for any reason, it becomes necessary to calculate Annual Basic Rent or Additional Rent for irregular periods, an appropriate pro rata adjustment will be made on a daily basis in order to compute such rent for such irregular periods, unless otherwise expressly set out in this Lease.

Intentionally Deleted.

Intentionally Deleted.

This Lease will be absolutely net to the Landlord such that, without limitation, except as specifically set out in this Lease, all costs, expenses and obligations of every kind and nature whatsoever relating to the Premises, whether or not referred to in this Lease and whether or not of a kind now existing or within the contemplation of the parties hereto, will be paid by the Tenant.

Intentionally Deleted.

6

Intentionally Deleted.

ARTICLE 4

TENANT’S OPERATING COVENANTS

The Tenant will not:

In any of the foregoing events, the Tenant will forthwith remedy the same and if not so remedied, the Landlord may, after 15 days’ notice to the Tenant of such event, correct such situation at the Tenant’s expense, without prejudice to any other remedy available to the Landlord.

7

The Tenant will not, at any time, affix or exhibit or permit to be affixed or exhibited upon any part of the Premises any sign, except a sign or signs that have been approved in writing by the Landlord (which approval may be withheld in the Landlord’s sole discretion except for signage required under the Tenant’s Permits or applicable law) and which comply at all times with the requirements of any lawful authority having jurisdiction over signs, provided that if any such sign no longer complies with the terms of the approval given by the Landlord or the requirements of any lawful authority having jurisdiction over signs then the Landlord, after giving the Tenant 30 days’ notice, may remove any such sign at the Tenant’s expense and the costs of such removal will be paid by the Tenant to the Landlord forthwith. The design and installation of the Tenant’s signage will be at the Tenant’s sole cost. The Landlord and the Tenant agree that at all times during the Term or any extension or renewal thereof, all signage will remain the property of the Landlord. Upon the expiration or earlier termination of this Lease, the Tenant will be responsible for the costs of restoring the signage to the condition it was in immediately prior to the installation of the Tenant’s identification on the signage such that the signage is in a condition to accept the identity of a new tenant.

The Tenant will not permit any vehicles owned by or under the control of the Tenant to park in any areas not permitted by municipal bylaws, rules or regulations.

The Tenant will keep the Premises clean and tidy and in good order and will not permit waste, garbage or cardboard to be placed or accumulate outside of the Building or any waste disposal or storage areas designated or permitted by the Landlord. The Tenant will dispose of waste, garbage or cardboard in the manner designated by the Landlord from time to time. The Tenant will not leave or permit to be left or stack or permit to be stacked any material on the Land, other than in the Building or such designated waste disposal or storage areas.

The Tenant will do, observe and perform all of its obligations and all matters and things necessary or expedient to be done, observed or performed by the Tenant, in compliance with its Permits and by virtue of any law, statute, by-law, ordinance, regulation or lawful requirements of any governmental authority or any public utility lawfully acting under statutory authority. The Tenant will immediately advise the Landlord of the presence of and will do all things necessary to remove any dangerous condition from time to time existing on the Premises.

[Intentionally Deleted]

8

At the termination of this Lease, whether by the passage of time or otherwise, the Tenant will vacate and deliver up possession of the Premises in the condition required by this Lease and will inform the Landlord of all combinations of locks, safes and vaults, if any, in the Premises.

ARTICLE 5

HAZARDOUS SUBSTANCES

The Tenant will not bring or permit to be brought into the Premises, and will not use in any way, or permit the use of the Premises or any part thereof to either directly or indirectly prepare, produce, use, generate, manufacture, refine, treat, transport, store, maintain, handle, dispose of, transfer, process, release or permit any other dealing with, any Hazardous Substances unless it has received the prior written consent of the Landlord, which may be withheld in the Landlord’s sole discretion, provided that the Landlord shall not unreasonably withhold or condition its approval for any Hazardous Substances customarily used in the Tenant’s business for which the Tenant has all necessary Permits. Any substance which the Landlord permits the Tenant to treat, store, transfer or dispose of will be dealt with in strict compliance with all applicable laws and environmental permits and the Tenant will be fully responsible for same in accordance with this Article 5. The Tenant will not release nor permit the release of any Hazardous Substances into any soil, water courses, culverts, drains or sewers except in accordance with all applicable laws and environmental permits. At its own cost, risk and expense, the Tenant will comply with all applicable laws and environmental permits from time to time in force regulating any dealing with Hazardous Substances by the Tenant to which the Landlord has consented.

If any Hazardous Substance is brought onto the Premises or created upon the Premises during the Term or any extension or renewal thereof, such Hazardous Substance will be the sole and exclusive property of the Tenant and not of the Landlord, notwithstanding the degree of affixation of the Hazardous Substances or the goods containing the Hazardous Substances to the Premises and notwithstanding the expiry or sooner termination of this Lease.

On or before the expiry or sooner termination of this Lease, the Tenant will remove all Hazardous Substances which have been brought onto or created upon the Premises during the Term or any extension or renewal thereof, whether by the Tenant or any other person, other than the Landlord and those for whom it is legally responsible, including without limitation any Hazardous Substances which may have been released or deposited into the soil.

The Tenant will advise the Landlord forthwith after becoming aware of any release of any Hazardous Substances on the Premises any adjacent property and will provide the Landlord with all information, notices, reports and other documents it has regarding such release and the remediation steps being undertaken by the Tenant with respect to the release or as may reasonably be required by the Landlord of the Tenant.

9

If the presence of any Hazardous Substance or any other substance released in or upon the Premises during the Term and any extension or renewal thereof results in any contamination of the Premises, the Tenant will promptly take all actions at its sole risk and expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Substance or other substance on the Premises.

The Landlord may at any time and from time to time, on five days’ prior written notice to the Tenant, have the Premises, any records reasonably considered to be relevant for the purpose of identifying the existence, nature and extent of any Hazardous Substance on the Premises and the Tenant’s use, storage and disposal of such Hazardous Substance, inspected by a duly qualified independent environmental auditor, and the Tenant agrees to cooperate with the auditor in its performance of each such inspection. In exercising such right of inspection, neither the Landlord nor its auditor will unreasonably interfere with the Tenant’s use and occupation of the Premises. If the auditor, acting reasonably, determines following any such inspection that further testing or investigation is required in order to monitor the Tenant’s compliance with all applicable law relating to the use, storage and disposal of any Hazardous Substance, the Landlord may at its option require the Tenant, at the Tenant’s expense, to arrange for such testing or investigation or may make such arrangements itself, in which case the Landlord’s reasonable costs of any such testing or investigation will be paid by the Tenant to the Landlord within 30 days after receipt of any invoice on account thereof.

If any government authority requires the clean-up of any Hazardous Substance held, released, spilled, abandoned or placed upon the Premises or any other lands or released, spilled, leaked, pumped, poured, emitted, emptied, discharged, injected, escaped, leached, disposed or dumped into the environment by the Tenant in the course of the Tenant’s business or as a result of the Tenant’s use or occupancy of the Premises, the Tenant will, at its own risk and expense:

10

The Tenant further agrees that if the Landlord determines, acting reasonably, that the Premises, the Landlord or the Landlord’s reputation is placed in any jeopardy by the requirements for any such work, the Landlord may itself undertake such work or any part thereof at the reasonable cost and expense of the Tenant which cost will be paid by the Tenant within 30 days after receipt of an invoice on account thereof.

Except to the extent attributable to the negligence or wilful misconduct of the Landlord or those for whom it is responsible in law, the Tenant will indemnify and save harmless the Landlord, its directors, officers, shareholders, employees and agents and the successors and assigns of the Landlord from and against all loss and expense and from and against all claims, demands, actions, suits or other proceedings, judgments, damages, penalties, fines, costs and liabilities, including, without limitation, any reduction in the market value of the Premises , damages for loss or restriction in use of leasable or useable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space and sums paid in settlement of claims, legal fees, consultants’ fees and experts’ fees which arise during or after the Term and are in any manner based upon, arise out of or are connected with the presence of any Hazardous Substance released by the Tenant or those for whom it is legally responsible in, upon, above or under the Premises or which has escaped from the Premises including, without limitation, costs incurred in connection with any investigation of site conditions or any clean up, remedial, removal or restoration work required by any governmental authority including that resulting from waste, unhealthful, hazardous or dangerous conditions caused by, contributed to or aggravated by the Tenant or any permitted transferees, or any violation of any applicable law or environmental permits pertaining to Hazardous Substances by the Tenant or those for whom it is legally responsible. In addition, without limitation, the Tenant further expressly agrees to compensate the Landlord for any and all costs incurred for the removal of any such Hazardous Substance from the Premises even in the absence of an order requiring such removal and notwithstanding that such Hazardous Substance may be stored on the Premises in compliance with all applicable law or environmental permits. The Tenant hereby expressly agrees that this indemnification will survive the expiration or earlier termination of this Lease and that any statutory limitation periods on actions to enforce these obligations will not be deemed to commence until the Landlord actually discovers any such circumstances as may give rise to their enforcement and the Tenant hereby knowingly and voluntarily waives the benefits of any shorter limitation period. Upon the default of the Tenant under this Article 5, the Landlord may terminate this Lease and/or recover from the Tenant any and all loss and expense associated with the default, in addition to any other rights and remedies of the Landlord.

ARTICLE 6

TENANT’S REPAIRS AND ALTERATIONS

The Tenant will examine the Land before taking possession and such taking of possession will be conclusive evidence as against the Tenant that at the Commencement Date the Land was in good order and repair. Excepting reasonable wear and tear, the Tenant will, at its own expense, repair, replace and maintain the Premises (including, without limitation, the Roof and

11

the structural elements of the Building), the mechanical and structural works, all equipment, fixtures and improvements (including all electrical, plumbing and sprinkler equipment and all heating, ventilating and air-conditioning equipment) and the roads, driveways, drive aisles and parking areas on the Land in a first class condition. At the end or sooner termination of the Term or any extension or renewal thereof the Tenant will deliver to the Landlord the Premises repaired and maintained in the condition required by this Section 6.1, and this obligation will survive the expiration or earlier termination of the Term or any extension thereof.

Upon 24 hours’ prior written notice (except in any emergency when no notice is required), the Landlord and its duly authorized agents or nominees may, with or without workers and others, enter upon the Premises for the purpose of examining the state of repair, condition and use thereof, and in every case the Tenant will cooperate with and assist the Landlord in such entry and examination and upon notice in writing of any defect or want of repair being given by the Landlord the Tenant will cause the same to be repaired, as required by Section 6.1, within 30 days from the date of the giving of such notice by the Landlord, or if such repairs cannot reasonably be completed within 30 days, the Tenant shall commence such repairs within 30 days and diligently proceed to complete such repairs as soon as possible using commercially reasonable efforts. In exercising the foregoing rights the Landlord will make reasonable efforts to minimize any disruption of the Tenant’s business. If the Tenant, at any time, defaults in the performance or observance of any of the covenants in this Lease for or relating to the repair or maintenance of the Premises or any part thereof and (a) such default continues for 15 days after notice in writing from the Landlord of default in respect of repair or maintenance of the Premises; or (b) if the repair or maintenance cannot reasonably be completed within 15 days, then the Tenant has failed to commence such repairs or maintenance within 15 days and diligently continue such repairs or maintenance until completion, then the Tenant will permit the Landlord and its duly authorized agents and nominees, with or without workers and others, and without prejudice to the Landlord’s right of re-entry, to enter into and upon the Premises and repair and maintain the same at the expense of the Tenant and the Tenant will afford the Landlord all aid and facilities in doing or causing the same to be done, and will repay to the Landlord on demand all reasonable costs and expenses in respect of such repairs and maintenance as aforesaid.

The Tenant may install its usual business and trade fixtures, provided that:

12

All business and trade fixtures owned or installed by the Tenant in or on the Premises will remain the property of the Tenant and will be removed by the Tenant, at the Tenant’s cost, at the expiration of the Term or any renewal thereof or at the sooner termination thereof, provided that:

If the Tenant is in default as contemplated in Section 6.3(d), the Landlord may elect to require the Tenant to remove all or any part of the business and trade fixtures owned or installed by or on behalf of the Tenant at the expiration or termination of the Term or any renewal thereof, in which event such removal will be done at the Tenant’s expense and the Tenant will at its expense, repair any damage to the Premises caused by the removal. If the Tenant does not remove its business and trade fixtures forthwith after written demand by the Landlord or if the Landlord makes no such demand, such property will, if the Landlord elects, be deemed to become the Landlord’s property without compensation to the Tenant or the Landlord may remove the same and the cost of such removal will be paid by the Tenant forthwith to the Landlord on written demand, provided that the Landlord will not be responsible for any loss or damage to such property as a result of the removal.

The Tenant will not make any change to the Premises without having first submitted plans and specifications of the proposed change to the Landlord and having obtained the prior written consent of the Landlord to the proposed change, such consent not to be unreasonably withheld, delayed or conditioned. All work will be done in a good and workmanlike manner, at such times, in such manner and by contractors or workers as the Landlord, acting reasonably, may approve in writing. The Tenant will reimburse the Landlord on demand for all reasonable costs and expenses incurred by the Landlord in the review and approval of any plans and specifications by the Landlord’s architects and engineers. The Tenant will obtain and pay for all required building and occupancy permits in respect of its work. The Tenant will, at its own cost and expense, take out any additional insurance coverage reasonably required by the Landlord to protect the respective interests of the Landlord and the Tenant during all periods when any such work is being performed. Subject to Section 2.5, any and all installations, alterations, additions, partitions, improvements or fixtures other than the Tenant’s business and trade fixtures in or upon the Premises, whether placed there by the Tenant or the Landlord will, immediately upon such placement, become and remain the property of the Landlord without compensation to the Tenant. Notwithstanding anything contained in this Lease, the Landlord will not be obligated to repair, maintain, replace or insure such installations, alterations, additions, partitions and fixtures or anything in the nature of a leasehold improvement made or installed by or on behalf of the Tenant.

If any claim of lien is filed against the Premises by any person claiming against the Tenant, the Tenant will take all necessary steps to have the claim of lien cancelled and discharged from title to the Premises within five days of the date the Tenant or the Landlord has knowledge of such filing and the Tenant will indemnify and save the Landlord harmless from any and all loss, cost, expense, damage and liability relating to such claim of lien. The Landlord, in addition to any

13

other right or remedy, will have the right, but will not be obligated, to discharge any claim of lien filed against the Premises by paying the amount claimed to be due or by procuring a discharge of such lien by posting security in the appropriate court and in any such event the Landlord may, if it so elects, expedite the prosecution of any action for the enforcement of such claim of lien by the lien claimant and pay the amount of the judgement, if any, in favour of the lien claimant with interest and costs. In any such event, the Tenant will forthwith pay to and reimburse the Landlord for all money expended by the Landlord and all costs and expenses incurred by the Landlord.

ARTICLE 7

INSURANCE/INDEMNIFICATION

14

15

Except as may be otherwise provided in this Lease and to the extent that such insurance coverage is available at a reasonable cost acceptable to the Landlord and is without duplication of the Tenant’s insurance under Section 7.1, the Landlord may take out and maintain in force such insurance as the Landlord as a prudent owner deems appropriate including, without limitation, fire insurance with extended coverage on the Building (other than the machinery, equipment, furniture, trade fixtures and property of the Tenant) to the full insurable value thereof, liability insurance and, at the Landlord’s option, insurance against loss of rental income and earthquake insurance in respect of the Building. Notwithstanding any contribution by the Tenant to any insurance costs as provided for herein, no insurable interest will be conferred upon the Tenant under policies carried by the Landlord.

Except to the extent attributable to the gross negligence or wilful misconduct of the Landlord or those for whom it is responsible in law, the Tenant will indemnify and save the Landlord harmless from and against any actions or causes of action, damages, costs, loss or expenses of whatever kind which the Landlord may sustain, incur or be put to by reason of or arising out of this Lease, or any act or omission of the Tenant or any persons for whom the Tenant is, at law, responsible, or from the use or occupation of the Premises in whole or in part and without limiting the generality of the foregoing, from the non-observance or non-performance by the Tenant, or any persons for whom the Tenant is, at law, responsible, of any of the obligations imposed under the provisions of any laws, ordinances, regulations or requirements of any federal, provincial, municipal or other authorities, or any of the covenants and agreements contained in this Lease and such liability to indemnify and save harmless will survive any termination of this Lease, and the expiry of the Term or any extension or renewal thereof, notwithstanding anything in this Lease to the contrary.

16

Except to the extent attributable to the gross negligence or wilful misconduct of the Landlord or those for whom it is responsible in law, the Landlord will not be liable for any personal injury, death or property loss or damage sustained by the Tenant, or its employees, agents, assignees, subtenants, licensees or those doing business with it in the Premises and the Tenant hereby releases the Landlord and its directors, officers, shareholders, agents and employees from all claims for damages or other expenses arising out of such personal injury, death or property loss or damage and will indemnify the Landlord and its directors, officers, shareholders, agents and employees against all actions or liabilities arising out of such personal injury, death or property damage or loss. Notwithstanding the foregoing, in no event will the Landlord be liable for any personal injury, death or property loss or damage sustained by the Tenant or its employees, agents, assignees, subtenants, licensees or invitees in the Premises caused by theft or breakage or by steam, water, rain, snow, Hazardous Substances or any other materials or substances which may leak into, issue or flow from any part of the Premises or any adjacent or neighbouring lands and premises or from the water, steam or drainage pipes or plumbing works of the same or from any place, or any loss or damage caused by or attributable to the condition or arrangements of any electric or other wiring, and the Tenant will indemnify the Landlord against all actions or liabilities arising out of such personal injury, death or property damage or loss.

Without limiting any other provision of this Lease, the Tenant acknowledges and agrees that it will be solely responsible, at its own cost, for repairing any and all damage, including, without limitation, replacement of broken windows, dock doors, dock levellers, dock seals, and bumpers, caused to the Premises by the Tenant, its employees, agents, contractors, customers, invitees or other persons for whom the Tenant is responsible at law. The Landlord, at its sole option, may elect to repair any such damage which occurs and will be entitled to recover all costs incurred in completing such repairs from the Tenant. The Tenant will pay to the Landlord the cost of such repairs, forthwith upon demand by the Landlord and the Landlord will have the same remedies available to it if the Tenant fails to pay such amounts as it has for rent in arrears.

ARTICLE 8

DISPOSITIONS

17

18

(collectively, the “Permitted Transfers”).

In no event shall any Permitted Transfer relieve the Tenant from its obligations, covenants and liabilities under this Lease.

The Tenant shall make timely payment of all money owed by it under any agreement or other charge registered against its leasehold interest in the Premises. Immediately upon the earlier of the repayment of such security or the expiry or earlier termination of this Lease, the Tenant will obtain a memorandum of satisfaction or other appropriate document of discharge and register the same at its own expense in the proper land title office or other appropriate office of public record as the Landlord may require to discharge the same from the title to the Premises.

This Lease is and will be subject, subordinate and postponed to all mortgages, including any debentures and any deeds of trust and mortgages securing bonds and all indentures supplemental thereto (collectively called the “Mortgages”) which may now or hereafter charge the Premises or any part thereof and to all renewals, modifications, consolidations, replacements and extensions of the Mortgages, without execution of any document other than this Lease. Without limiting the generality of the foregoing, the Tenant agrees to execute promptly any document in confirmation of such subordination, postponement and priority which the Landlord may request, provided that, upon request by the Tenant, the Landlord will use commercially reasonable efforts to arrange for the holder of the applicable Mortgage to execute a non-disturbance agreement in favour of the Tenant.

Whenever required by any of the Landlord’s Mortgagees under any of the Mortgages the Tenant will attorn to and become a tenant or licensee of such Landlord’s Mortgagee or a tenant of any purchaser from such Landlord’s Mortgagee in the event of an exercise by such Landlord’s Mortgagees of the power of sale in any of the Mortgages set out, for the then unexpired residue of the Term on all of the terms and conditions of this Lease.

19

Each party will, at any time and from time to time, upon ten days’ prior written notice from the other party, execute and deliver to the requesting party (or if requested by the Landlord, to the Landlord’s Mortgagees or a prospective purchaser of the Premises, a statement in writing as to the then status of this Lease, including as to whether it is in full force and effect, is modified or unmodified, confirming the Rent payable hereunder and the state of accounts between the Landlord and the Tenant, the existence or non-existence of defaults, and any other matters pertaining to this Lease as reasonably required by the requesting party.

Subject to the conditions of the Tenant’s Permits and any restrictions by Health Canada, or other applicable regulatory authorities, the Landlord may, on at least 24 hours’ notice to the Tenant, enter and exhibit the Premises to prospective tenants or subtenants during the six month period prior to the expiry of the Term or any extension thereof (or at any time when the Tenant is in arrears of Rent equal to an amount greater than one month’s Annual Basic Rent for more than 30 days), and to the Landlord’s Mortgagees or prospective mortgagees or purchasers at any time during the Term or any extension thereof. The Landlord will make commercially reasonable efforts to minimize any disruption of the Tenant’s business caused thereby. Further, the Landlord may install “for lease” signage on the exterior of the Premises during the six month period prior to the expiry of the Term or any extension thereof (or at any time when the Tenant is in arrears of Rent equal to an amount greater than one month’s Annual Basic Rent for more than 30 days) and “for sale” signage on the exterior of the Premises and on the Land at any time during the Term.

ARTICLE 9

LANDLORD’S COVENANTS

If the Tenant pays the Rent and performs the covenants contained in this Lease, the Tenant will be entitled to quiet enjoyment of the Premises, subject to the rights of owners or occupiers of the easements and rights-of-way, if any, now or hereafter registered against title to the Land.

Subject to the Tenant’s obligation to pay Taxes to the Landlord, the Landlord will remit the Taxes in respect of the Premises to the applicable governmental authority. If the Landlord is obligated to pay Taxes in advance for or during the year or other period in which the Taxes are or are to become due, the Landlord may establish a reserve from which to pay the Taxes when due, and if it does so, the Tenant will, notwithstanding Section 3.2, pay Taxes in equal monthly instalments in advance on the first day of each month, in amounts sufficient to fund such reserve so as to enable the Landlord to pay the Taxes in advance, when due.

20

ARTICLE 10

DEFAULT

If at any time during the Term or any extension or renewal thereof:

then:

21

The Tenant hereby waives any present or future requirement that notice of the Landlord’s intention to re-enter be served or that the Landlord commence legal proceedings in order to re-enter.

Upon the Landlord becoming entitled to re-enter the Premises under any of the provisions of this Lease, the Landlord, in addition to all other rights and remedies, may enter the Premises as the agent of the Tenant either by force or otherwise, without being liable for any prosecution therefor and relet the Premises as the agent of the Tenant, and receive all rent therefor. The Landlord may also, as agent of the Tenant, take possession of any business and trade fixtures of the Tenant and any goods and property whatsoever on the Premises, sell them at public or private sale without notice and apply the proceeds of such sale and any rent derived from reletting the Premises, after deducting its costs of conducting such sale and its costs of reletting, in payment of the Rent due under this Lease, and the Tenant will be liable to the Landlord for any deficiency.

Upon the Landlord becoming entitled to re-enter upon the Premises under any of the provisions of this Lease, the Landlord, in addition to all other rights and remedies, may immediately terminate this Lease by giving notice in writing addressed to the Tenant of its intention so to do. Upon such termination Rent will be computed, apportioned and paid in full to the date of such termination, the Tenant will pay any other amounts for which it is liable pursuant to Section 10.7, the Tenant will forthwith deliver up possession of the Premises to the Landlord and the Landlord may re-enter and take possession of the Premises.

[Intentionally Deleted]

If the Tenant fails to observe or perform any of the covenants or obligations of the Tenant under or in respect of this Lease, the Landlord may at its discretion perform any of such covenants or obligations or any part thereof and for such purpose may do such things as may be necessary and may enter upon the Premises to do such things and all costs and expenses incurred and expenditures made by or on behalf of the Landlord will be paid by the Tenant to the Landlord on demand. If the Tenant fails to pay, the Landlord may add such charges to the Rent and recover the same by all remedies available to the Landlord for the recovery of Rent in arrears, provided that if the Landlord commences or completes the performance of any of such covenants or obligations or any part thereof, the Landlord will not be obliged to complete such performance or causing to be performed or be later obligated to do so again. If the Landlord suffers or incurs any damage, loss, cost or expense whatsoever for which the Tenant is in any way liable hereunder, by reason of any failure of the Tenant to observe or comply with any of the covenants or agreements of the Tenant contained in this Lease, then in every such case the

22

amount of any such damage, loss, cost or expense will be due and payable by the Tenant to the Landlord on demand and the Landlord may at its option add the cost or amount of any such damage, loss, cost or expense to the Rent hereby reserved and any such amount will immediately be due and payable as Rent and recoverable by the Landlord by all remedies available to the Landlord for the recovery of Rent in arrears.

If it is necessary for the Landlord to retain the services of any person for the purpose of assisting the Landlord in enforcing any of its rights under this Lease or otherwise available at law, the Landlord may collect from the Tenant the cost of all such services including, but not limited to, all reasonable legal fees and disbursements in connection with all necessary court proceedings at trial or on appeal on a solicitor and own client basis, as if the same were Rent in arrears.

No remedy conferred upon or reserved to the Landlord under this Lease, by statute or otherwise, will be considered exclusive of any other remedy, but the same will be cumulative and in addition to every other remedy available to the Landlord and all such remedies and powers of the Landlord may be exercised concurrently and from time to time and as often as the Landlord deems expedient.

23

The Tenant will pay to the Landlord interest at a rate equal to 5% per annum over the prime rate charged by the Landlord’s principal banker to the Landlord, calculated and compounded monthly, upon all Rent required to be paid hereunder from the due date for payment thereof until the same is fully paid and satisfied. The Tenant will indemnify the Landlord against all costs and charges lawfully and reasonably incurred in enforcing payment thereof, and in obtaining possession of the Premises after default of the Tenant or upon expiration or earlier termination of the Term of this Lease, or in enforcing any covenant, provision or agreement of the Tenant herein contained.

ARTICLE 11

DAMAGE AND DESTRUCTION AND EXPROPRIATION

The Landlord and the Tenant agree that:

24

If the whole or any portion of the Premises will be acquired or condemned by an authority having the power for such acquisition or condemnation then, except where condemnation is a result of the actions or inactions of the Tenant, the Term and any extension thereof will cease from the date of entry by such authority. Nothing in this Lease will prevent the Landlord or the Tenant or both from recovering damages from such authority for the value of their respective interests or for such other damages and expenses allowed by law.

ARTICLE 12

MISCELLANEOUS

No representations, warranties, agreements or conditions have been made to or for the Tenant other than those expressed herein, and no agreement collateral to this Lease will be binding upon the Landlord unless it is made in writing and duly executed on behalf of the Landlord.

Any notice, demand, request, consent, invoice, objection or other instrument which may be or is required to be given under this Lease will be in writing and delivered personally or sent by registered mail, postage prepaid, or by e-mail, if permitted (except that cheques and other documents requiring an original signature by law may not be sent by e-mail, if permitted), and will be addressed, if to the Landlord, to the address set out in Section 1.1(a)(ii) and, if sent by e-mail, to the e-mail address set out in Section 1.1(a)(iii) and, if to the Tenant, to the Premises or, at the Landlord’s option, to the address set out in Section 1.1(b)(ii) (if different) or to the Tenant’s registered office in British Columbia or in any other jurisdiction and, if sent by e-mail, to the e-mail address set out in Section 1.1(b)(iii). In the event of a postal disruption, any notice will only be delivered personally or sent by e-mail, if permitted.

Any such notice will be conclusively deemed to have been given or made on the day on which such notice is delivered or, if sent by registered mail, then 72 hours following the date of mailing or, if sent by e-mail, on the date the e-mail was sent by the Landlord to the Tenant.

If at any time there is more than one Tenant or more than one person comprising the Tenant hereunder, any notice given to any one of them will be deemed to have been given to all of them.

25

Either party may from time to time give written notice to the other (in the manner provided in this Section 12.2) of any change of address, fax number or e-mail address of the party giving such notice and, from and after the giving of such notice, the address, fax number or e-mail address therein specified will be deemed to be the address, fax number or e-mail address of such party for the purpose of giving notice hereunder.

If the Tenant holds over after the expiration of the Term or any extension thereof and the Landlord accepts Rent or any portion thereof, the new tenancy thereby created will be deemed a monthly tenancy and not a yearly tenancy and will be subject to the covenants and conditions contained in this Lease insofar as they are applicable to a monthly tenancy, except that the monthly instalments of Annual Basic Rent will be 150% of the monthly instalments of Annual Basic Rent payable for the last month of the Term or any extension thereof and, in addition, the Tenant will be liable for all costs, expenses, losses and damages resulting or arising from the failure of the Tenant to deliver up possession of the Premises to the Landlord.

Whenever and to the extent that Landlord is unable to fulfil, or is delayed or restricted in the fulfilment of any obligation under this Lease by reason of being unable to obtain the material, goods, equipment, service, utility or labour required to enable it to fulfil any such obligation or by reason of any statute, law or order-in-council or any regulation or order passed or made pursuant thereto or by reason of the order or direction of any administrator, controller or board, or any governmental department or officer or other authority, or by reason of not being able to obtain any permission or authority required thereby, or by reason of any other cause beyond its control whether of the foregoing character or not, the Landlord may extend the time for fulfilment of such obligation by a time equal to the duration of such delay or restriction, and the Tenant will not be entitled to compensation for any inconvenience, nuisance or discomfort or damage thereby occasioned, and will not be entitled to terminate this Lease.

If the Tenant is more than one person, all covenants, liabilities and obligations of the Tenant set out in this Lease are joint and several.

This Lease and the obligations of the Tenant under it will continue in full force and effect notwithstanding any change in the person or persons comprising the Landlord.

If there is a sale, lease or other disposition by the Landlord of the Premises or any part thereof, or the assignment by the Landlord of this Lease or any interest of the Landlord hereunder, the Landlord will use commercially reasonable efforts to arrange for the purchaser or assignee to assume the Landlord’s covenants and obligations under this Lease. To the extent that the purchaser or assignee assumes the covenants and obligations of the Landlord hereunder, the Landlord will, thereupon and without further agreement, be relieved of all further liability with respect to its covenants and obligations.

26

The Landlord will not be obligated to execute or deliver this Lease in form registrable under the Land Title Act (British Columbia) or any other statute and the Tenant will not register this Lease or any claim based thereon; provided, however, that the Tenant may, at its sole expense, register a short form of this lease in a form acceptable to the Landlord, acting reasonably, and which does not disclose the financial terms hereof. All costs and expenses in connection with such registration and any plans required for registration will be paid by the Tenant.

ARTICLE 13

INTERPRETATION

The parties agree that:

27

IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Lease as of the day and year first above written.

By the Landlord:

28

SCHEDULE A

DEFINITIONS

2

3

SCHEDULE B

SPECIAL PROVISIONS

There is no Landlord’s Work. All work required for the Premises, including those items set out in Section 2.2 will be provided and installed by the Tenant, at the Tenant’s sole cost and expense. It is hereby agreed that the Land is leased on an “as is, where is” basis and there are no representations or warranties concerning the Land or the services available thereto except as contained in this Lease. For clarity, the Tenant will be responsible for any services which are required in respect of the Premises, including, without limitation, water, electricity, natural gas and sewage and/or septic services.

The Tenant will, at its expense make application for and diligently pursue a valid business license to be issued by the Town of Princeton, permitting the Tenant to use and operate the Premises for the permitted uses set out in Section 1.1(h) (the “Business License”) and provide to the Landlord a copy of the Business Licence when same is issued.

The Tenant will, at its expense make application for and diligently pursue all Permits required for the Tenant to use and operate the Premises for the permitted uses set out in Section 1.1(h) and provide to the Landlord a copy of such Permits when same is issued.

At all times during the Term and any renewal or extension thereof, the Tenant will, at its expense, keep, or cause to be kept, the Business Licence and the Permits in good standing and obtain, or cause to be obtained, any applicable renewals thereof. Upon obtaining such renewals, the Tenant will forthwith provide a copy of the renewed Business Licence and Permits to the Landlord. If the Business Licence or any of the Permits is suspended, cancelled or revoked for any reason and such change could reasonably be expected to have a material impact on the Tenant’s use of the Premises for the permitted uses set out in Section 1.1(h), then the Tenant will notify the Landlord in writing within five days of such suspension, cancellation or revocation. If the suspension, cancellation or revocation is not corrected by the Tenant within one year, the Landlord may, at its sole discretion terminate this Lease.

The Landlord acknowledges that the Tenant may be required to take reasonable precautions to ensure that only authorized individuals have access to certain portions of the Premises during certain times to comply with its Permits or applicable law. The Landlord agrees to use all commercially reasonable efforts to coordinate with the Tenant prior to exercising its rights of distraint or rights of entry pursuant to Sections 5.7 [Clean Up Plans], 6.2 [Repair on Notice], 7.5 [Tenant Responsible for Damages], 8.6 [Exhibit Premises], 10.1 [Re-entry on Default], 10.3 [Sale and Reletting] and 10.6 [Payments by Landlord Regarded as Rent] of this Lease to ensure compliance with the Permits and applicable law.

The Landlord will, from time to time at the Tenant’s expense, upon request from the Tenant or a governmental authority, promptly provide to the Tenant and if applicable the requesting governmental authority, all documentation, consents and approvals necessary for the Tenant’s use of the Premises in compliance with the Permits in a form acceptable to the Landlord and the Tenant, each acting reasonably.

Provided that the Tenant is in occupancy of the Premises and the Tenant is not then in default under this Lease, the Landlord hereby grants to the Tenant, its agents, employees, invitees, and other persons transacting business with the Tenant, a non-exclusive license (the “Storage License”) to use the entirety of the adjacent lands and premises municipally known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and legally described as [***] (the “Storage Area”) from the Commencement Date to the end of the third clear calendar month after the month in which Substantial Completion occurs (the “Storage License Term”) solely for the purpose of storing equipment, inventory and other personal property and providing minor repairs, maintenance, modifications and staging work on the Tenant’s property stored upon the Storage Area. The Tenant’s rights under this Section shall be subject to the following conditions:

Provided that the Tenant is in occupancy of the Premises, the Tenant is not then in default and has not been in habitual default under this Lease and the Tenant gives the Landlord not less than nine months’ written notice prior to the expiry of the Term, or the applicable Renewal Term, of its intention to renew this Lease, then the Tenant will have the option to renew this Lease for four further terms of five years each (each a “Renewal Term”) upon the same terms and conditions as are set out in this Lease, except that:

2

The Landlord shall provide the Tenant with a right of first offer (the “ROFO”) to lease Premises after the expiry of the last Renewal Term. If the Landlord intends to lease the Premises within six months after the expiry of the last Renewal Term, the Landlord shall give the Tenant written notice of its intention to lease the Premises and a summary of its proposed lease terms and the Tenant shall have 30 days (the “ROFO Exercise Period”) to give the Landlord written notice (the “ROFO Notice”) of its intent to exercise its ROFO and enter negotiations for a new lease for the Premises. If:

then:

3

Provided the Tenant is not then in default, the Landlord shall provide the Tenant the right of first refusal to purchase the Premises during the Term on the terms and conditions of any arm’s length, bona fide third party offer to purchase acceptable in all respects to the Landlord (an “Offer”). If the Landlord receives an Offer:

Upon delivery of a ROFR Acceptance Notice, a binding agreement to purchase the Premises shall exist between the Landlord and the Tenant on the terms and conditions contained in the Offer. If the Landlord does not receive a ROFR Acceptance Notice within the ROFR Notice Period, then the Landlord shall be permitted to sell the Premises to accept the Offer, and:

4

The parties agree that any short-form of this Lease registered on title to the Premises shall not include this Special Provision 6.

5

TABLE OF CONTENTS

Table of Contents (continued)

ii

Table of Contents (continued)

iii