Exhibit 10.8


 


EXHIBIT
A


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT is made and
entered into by and between: 2949 W. Alameda, Ave, LLC whose address is 675 Kalamath Street Denver Colorado 80204, as
Landlord, and Diego Pellicer Worldwide, Inc. a Delaware Corporation, as Tenant, which is liable for all provisions,
covenants and obligations hereunder.


 


Landlord wishes to lease to Tenant and Tenant
wishes to lease from Landlord, certain real property, further identified and defined herein. (Landlord and Tenant, together, herein
sometimes referred to as the "Parties"). 


 


THIS LEASE
IS CONTINGENT UPON 2949 W ALAMEDA AVE LLC, PURCHASING & CLOSING ON THE PROPERTY LOCATED AT 2949 W ALAMEDA AVE, DENVER CO.


 


NOW THEREFORE,
for good and valuable consideration, the sufficiency of which is hereby e° acknowledged, and under the warranties,
representations, conditions and covenants herein, the Parties agree to the following:


 


WITNESSETH:


 


Leased Premises. Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord, upon the

terms and conditions as hereinafter set forth, premises described as follows:


 


ALAMEDA HEIGHTS B16 PT OF L21 TO 24 BEG NW COR
L21 E 12FT TOTPOB S 65.02FT SELY

23.33FT E 106.43FT N 81.5FT W 135FT TO TPOB


 


Also known as


 


2949 W Alameda Ave, Denver, CO 80219


 


Together with all rights privileges, easements,
appurtenances and amenities belonging to or in any way pertaining to the premises and together with the buildings and other improvements
situated upon said premises. All personal property and business property located on and in the premises on commencement date shall
be considered property of the Landlords and included in the lease. Tenant shall take inventory of all items within 30 days from
the commencement date and share it with landlord. Tenant shall be responsible to insure, maintain and pay the personal property
taxes on said property. (said real property, buildings and improvements hereinafter referred to as the "premises").


 


Base Term. To have and to hold the same for
a term of (5) years commencing on the First day of August, 2014 until July 31, 2019 with one Five (5) year extension which must
be exercised no less than 120 days prior to the end of the first lease period. Should the Tenant exercise the 5 year option the
lease rate shall be $25,000.00 for the term.


 


Base Rent. Tenant hereby agrees to pay to Landlord,
Rent as Follows:


 


Base Rent: $20,000.00 per month for 3,303 sqft
plus NNN. The NNN Shall be $700.00 per month approximately. The base rent shall not increase throughout the term of this lease.


 


The Payment, Plus "NNN" expenses
shall be payable in equal monthly installments as listed in the schedule above, in advance without notice on the first day of each
month during said term, at such other place as Landlord may designate in writing from time to time, without any set-off or deduction
whatsoever ("Base Rent").


 


Said payments shall be in legal tender and
lawful money of the United States. If the term herein commences on a day other than the first day of a calendar month, then Tenant
shall pay to Landlord the rent for the number of days that exist prior to the first of the succeeding month, with a similar adjustment
being made at the termination of this Lease, if necessary.


  












    	



    	 



    




 


	Tenant shall tender to Landlord a payment of	 	First Month's Payment:	 	$	20,000.00	 
	 	 	Last 2 Month's:	 	$	40,000.00	 
	 	 	Security Deposit:	 	$	40.000.00	 
	Total of Initial payment	 	 	 	$	100,000.00	 



 


The initial payment consists of first month's
payment, two months' rent for security deposit and the two last months. Landlord shall not be obligated to pay interest on the
security deposit. Tenant shall take immediate possession and lease commencement date is August 1, 2014. Landlord shall have the
right to commingle such security deposit with other funds of Landlord. The portion of the deposit not held back


 


Additional Rent. All rent not defined, as base
rent shall be considered "Additional Rent". In addition to the Base Rent specified above, Tenant shall pay to the Landlord
an amount which Landlord shall Estimate for the cost of all personal property and real property (real estate) taxes, assessments
and waste water attributable to the building and the operation thereof, all insurance as specified in this Lease and all maintenance
of the building in order to keep it in good operational condition, this rent is also called NNN. The sum of the expenses shall
be estimated by Landlord each year and divided by 12 and Tenant shall pay such rent along with his base rent. Landlord shall also
be entitled to such other sums due in excess of the base rent which shall also be titled Additional Rent as specified in the Lease.
As of the signing of this lease annual real estate taxes are to be determined at the beginning of each calendar year.


 


NNN Items.
Included in the NNN items are all expenses related to the operation of the building, including all taxes levied against the building,
insurance. Legal and professional fees and charges by any city authority, sidewalk improvements, and any other expense not considered
a capital expense incurred by Landlord in operating the property. In addition, in the event the actual NNN Expenses exceed the
budgeted NNN Expense payments, Tenant shall pay the difference within thirty (30) days of written notice by Landlord. Landlord
will give the appropriate credit if the budgeted NNN Expense exceeds the actual.


 


In addition, Tenant shall be responsible for
obtaining and maintaining insurance sufficient to protect Landlord as outlined below. In the event the NNN charges have been underestimated
by Landlord, he may present a bill to Tenant and Tenant shall pay such bill within 10 days.


 


Exclusions from. NNN items. None


 


Tenant, shall perform maintenance on the building
and therefore avoid payment of the maintenance portion of the NNN directly to Landlord. To the extent Tenant fails to perform the
maintenance of the property Landlord may perform such maintenance and bill Tenant for the cost of same.


 


Tenant shall keep in good order, condition
and repair the Premises and every part thereof, (regardless of whether the damaged portion of the Premises or the means of repairing
the same are accessible to Lessee) including, without limiting the generality of the foregoing, all plumbing, heating, air conditioning,
ventilating, electrical and lighting facilities and equipment within or about the Premises, fixtures, interior walls and interior
surfaces of exterior walls, ceilings, windows, doors, plate glass, showcases, skylights, entrances and vestibules located within
or about the Premises and all sidewalks, including prompt snow removal as required by the City and County of Denver, and signs
located on the building . In the event of any fine or charge assessed by the City and County of Denver or it's subdivisions for
failure to maintain the building or sidewalks, Tenant shall promptly pay the same. If Lessee fails to perform Lessee's obligations
under this section Lessor or his agents or contractors may at Lessor's option enter upon the Premises, after ten (10) days' prior
written notice to Lessee, and put the same in good order, condition and epair, and the cost thereof together with interest thereon
at the rate of 18% per annum shall be due and payable as additional rent to Lessor together with Lessee's next rental installment.
Landlord shall be entitled to a fee of 20% of the cost of any repairs or maintenance performed by Landlord.


 












    	2



    	 



    




 


Insurance Portion of NNN Items.


 


All-Risk
Insurance. In the name of the Landlord, Tenant shall keep all improvements located on or appurtenant to the Premises insured against
loss or damage by fire and such other perils as are now or hereafter included in the standard "All-Risk" policy in common
use for commercial structures, including vandalism and malicious mischief The amount of the Ail-Risk insurance shall be equal to
one hundred percent (100%) of the then actual replacement cost of existing improvements, including the value of any leasehold improvements
or betterments, but without deductions for depreciation. Landlord may, on each anniversary date of this Lease, request the carrier
of the insurance (or the agent for the carrier) to determine the amount of insurance required by the provisions of this paragraph,
and the resulting determination shall be conclusive between the parties. Upon Landlord's request, Tenant shall include the holder
of any mortgage encumbering the Premises by virtue of a standard mortgagee's clause to the extent of that mortgagee's interest.
In addition to the insurance set forth above, Tenant shall provide Rental Income Insurance (loss of rents insurance) in the name
of Landlord in an amount sufficient to cover the full Base Rent as well as all other payments which are the responsibility of Tenant
under the terms and conditions of this Lease. Further, if there is a boiler or similar equipment on the Premises, Tenant shall
provide a separate policy covering boiler explosion, together with rental income insurance resulting from a boiler explosion. In
lieu of Tenant acquiring the insurance as above set forth, Landlord shall have the exclusive right to purchase the insurance required
by the provisions of this subsection 6(a) in Landlord's name and to forward Tenant a bill for the premium for such insurance. Tenant
shall pay said bill as part of Landlord's NNN expenses through Tenant.


 


Liability Insurance. Tenant shall at all times
keep in force a comprehensive general combined liability insurance policy providing protection of at least $2,000,000 against claims
and liability for personal injury, bodily injury, death and property damage arising from the use, ownership, maintenance, disuse
or condition of the Premises, any improvements located on or appurtenant to the Premises, improvements or adjoining areas or ways.
Landlord shall be named and protected under the terms and conditions of said policy as Landlord of the Premises.


 


Personal Property. Tenant shall be responsible
for insuring any and all personal property that may be owned by Landlord and Tenant. Any insurance that may be purchased pursuant
to this section 6 or any proceeds that may be payable as a result of a loss under any such insurance shall in no way reduce, alter,
diminish or modify any provisions of this Lease and specifically the indemnity provisions of section 11 hereof. Further Tenant
shall complete an inventory of all property located


 


Surrender. On the last day of the term hereof,
or on any sooner termination, Lessee shall surrender the Premises to Lessor in the same condition as received, broom clean, ordinary
wear and tear excepted. Lessee shall repair any damage to the Premises occasioned by the removal of its trade fixtures, furnishings
and equipment.


 


Hold Over. Any
rule or law to the contrary notwithstanding, in the event Tenant remains in possession of the Premises or any part thereof subsequent
to the expiration of the term of this Lease or any extension thereof and such holding over shall be with the consent of Landlord,
it shall be conclusively deemed that such possession and occupancy shall be a tenancy from month-to-month only, at a rental which
was existing at the end of the term of this Lease or any extension thereof, unless increased by Landlord upon not less than 30
days' prior written notice, and, further, such possession shall be subject to all of the other terms and conditions (except any
option to renew or option to purchase) contained in this Lease. In the event Tenant otherwise Holds Over, Tenant shall pay to
Landlord the surn of 150% of the rent.


 






    	3



    	 



    




 


Inspection
and Acceptance of Premises. Tenant acknowledges that it has inspected or has had opportunity to inspect and accepts the premises
in its condition as suitable for the purpose for which the premises are leased to the Tenant. Taking of possession by Tenant shall
be deemed conclusively to establish that said premises are in good and satisfactory condition as of when possession was taken.
Tenant further acknowledges that no representations as to the repair of the premises, nor promises to alter, remodel or improve
the premises have been made by Landlord, unless such are expressly set forth in the lease. If this lease is executed before the
premises become vacant or otherwise available and ready for occupancy, or if any present tenant or occupant of the premises holds
over, and Landlord cannot acquire possession of the premises prior to the date above recited as the commencement date of this lease,
Landlord shall not be deemed to be in default hereunder, and Tenant agrees to accept possession of the premises at such time as
Landlord is able to tender the same, which date shall thenceforth be deemed the "commencement date"; and Landlord hereby
waives payment of rents covering any period prior to the tendering of possession to Tenant hereunder. After the commencement date
Tenant shall, upon demand, execute and deliver a letter of acceptance of delivery of the premises. Tenant specifically accepts
the premises as follows: Leased premises shall be as is where is. Tenant shall be responsible for their own electric bill and shall
be due monthly.


 


Use of Premises. Tenant shall have the right
to use and occupy the Premises for the following purposes and no other which is a medical and/or retail marijuana operation, legal
under the constitution of the State of Colorado or permitted by Colorado law. Tenant asserts he will not sell any product in the
property which is illegal for sale. Tenant shall not use any portion of the premises outside of the building structures to sell
products, including the yard, patios, driveways and sidewalks.


 


Expansion of Use. In the event Tenant seeks
to expand the use of the Premises, Tenant shall advise Landlord and Landlord and Tenant shall negotiate such additional sums which
may be due for such expansion of Tenant's business, if any.


 


Tenant's Additional Obligations. Tenant covenants,
throughout the term of this Lease and at Tenant's sole cost and expense, to promptly comply with all laws and ordinances and the
orders, rules, regulations and requirements of all state and municipal governments, special districts and all appropriate departments,
commissions, boards and officers thereof.


 


Assignment
and Subleasing. Neither this Lease nor any interest herein may be assigned by Tenant, voluntarily or involuntarily, by operation
of law or otherwise. Any consent to assignment given by Landlord shall not constitute a waiver of necessity for such consent to
a subsequent assignment_ Any assignment in violation of this paragraph shall be null and void. Landlord shall be entitled to a
reasonable fee for his time and effort in reviewing the new tenant's credit and use of the property upon application for assignment.


 


The Landlord
hereby authorizes and consents for the Premises to be sublet by Tenant to licensed medical and/or recreational marijuana growers,
processors and/or retailers, including DPCO, Inc (the "Subtenant"), and those affiliates of subtenant controlled
by or under direct common control of subtenant. Tenant shall have the
right to replace the Subtenant with Landlord's approval, which approval shall not be unreasonably withheld; however Tenant shall
remain responsible for all terms and conditions of this Lease. Notice shall include name and contact information of the new Subtenant
and proof of licensing approval from the MMED and City of Denver. New Subtenants must meet all other requirements of this Lease.
In addition to Tenant, any sub lessee or assignee shall be personally liable for all payments, conditions, covenants and agreements
in this Lease. Landlord shall not unreasonably withhold approval of
a sublease, and may take into consideration the Sub-lessor's prospective use of the property, his business experience, his capital
resources and his credit rating.


 






    	4



    	 



    




 


Utilities. Tenant shall promptly pay all charges
for water, sewer, heat, gas, light, electricity, and any and all other utilities used on or in connection with the operation and
maintenance of the Premises.


 


Indemnity Provisions. Tenant agrees to exonerate,
save harmless, protect and indemnify Landlord, or any owner of the Premises, from and against any and all losses, damages, claims,
suits or actions, judgments and costs which may arise during the term hereof for personal injury, loss of life or damaged property
sustained in or about the Premises or the improvements and appurtenances thereto or upon the adjacent sidewalks and streets and
from and against all costs, attorney fees, expenses and liabilities incurred in, as a result of and about any such claims, the
investigation thereof or the defense of any action or proceeding brought thereon, and from and against any judgments, orders, decrees
or liens resultant there from and any fines levied by any authority for violation of any law, regulation or ordinance by virtue
of the use of the improvements and appurtenances thereto situated upon the Premises. This indemnity shall include any loss from
the filing of mechanic's and/or material men's liens.


 


Occupational
Safety and Health Act. Tenant shall fully comply with the Occupational Safety and Health Act of 1970 (as amended) (Chapter XVII,
Title XIX of the United States Code) (OSHA) or applicable state statute adopted pursuant to OSHA. It shall be Tenant's obligation
to fully comply with the provisions and standards as contained in said Act (or as the same may be amended) and Tenant shall hold
Landlord harmless from any obligations or responsibilities, if any, created under said OSHA or other applicable federal or state
statute. Further, Tenant shall be responsible to make any and all repairs and alterations to the structural and non-structural
components of the Premises, or to any appurtenances situated upon the Premises that may be required of Landlord as provided in
any OSHA or any other statute, law or ordinance in effect at the time of the execution of this Lease or which may hereafter be
enacted.


 


Care of the Premises. Tenant shall not commit
or allow any waste or damage to be committed on any portion of the Premises_ At the termination of this Lease, by lapse of time
or otherwise, Tenant shall deliver up the Premises to Landlord in as good condition as at date of possession by Tenant, ordinary
wear and tear excepted; and Tenant shall remove all of Tenant's trade fixtures, furniture and other effects. All movable furniture
and other effects not so removed shall conclusively be deemed to have been abandoned and may be appropriated, sold, stored, destroyed
or otherwise disposed of by Landlord without notice to Tenant or any other person and without obligation to account therefore,
and Tenant shall pay Landlord all expenses incurred in connection with such property. Tenant's obligation to observe or perform
this covenant shall survive the termination of this Lease.


 


Tenant shall pay before delinquency all taxes,
assessments, license taxes and other charges levied, assessed or imposed upon Tenant's operation, occupancy or conduct of business
at the Premises or upon Tenant's equipment, furniture, trade fixtures, leasehold improvements and other personal property of any
kind installed or located on the Premises, which become payable during the term of this Lease.


 


Alterations to Premises. Tenant shall have
the right, at is sole cost and expense, to make changes or alterations to the Premises upon written approval of Landlord. Tenant
may, without written approval, change the flooring in the Premises at Tenant's expense, may paint the interior and remove or change
the dividers currently on the floor. In the event Tenant removes the existing tile on the floor, he shall place new floor coverings
such that, in the event of removal of any dividers, the floor remains intact and as one floor, without holes or vacant spots where
the dividers are placed.


 






    	5



    	 



    










 


Tenant
shall make no alterations in or additions or repairs to the Premises without first obtaining the written consent of Landlord,
which consent shall not be unreasonably withheld; and Tenant shall notify Landlord at least ten (10) business days in advance of
any alterations in or repairs or additions to the Premises which Tenant proposes to make. Tenant shall post notice pursuant to
the Colorado Mechanics Lien Act so that any lien recorded against the property of which the Premises are a part does not attach
to Landlord's interest.


 


Ail such
alterations, additions or improvements shall be made at Tenant's sole cost and expense and, except for furniture and trade fixtures,
shall become the property of Landlord and shall be surrendered with the Premises, as a part thereof, at the end of the term hereof_
Landlord may require Tenant to remove all such improvements installed by the Tenant and to repair any damage to the Premises from
such removal. Tenant shall construct such improvements, alterations or repairs in conformance with any and all applicable rules
and regulations of any Federal, State, or Municipal or special authority code or ordinance. At least ten (10) days before the commencement
of any such work, Tenant agrees to provide Landlord with lien waivers from all persons performing such work and material men providing
materials used in connection therewith. In the event Tenant orders any construction, alterations, decorating or repair work directly
from Landlord, the charges for such work shall be payable to Landlord upon satisfactory completion of such work. If not paid when
invoiced, such nonpayment shall be deemed an event of default hereunder. In the event any lien shall be filed for labor performed
or materials supplied, Tenant shall cause such lien to be released within thirty (30) days. Failure to do so will be considered
a material breach of this Lease Agreement.


 


In all cases any changes or alterations shall
conform to all building and zoning regulations, and shall be performed in a workman like manner, with all building permits which
may be required by the city or state being obtained by the Tenant, and the follow up inspections completed including final inspections
by the appropriate authorities. Further, Tenant shall be responsible for any costs pertaining to the City and County of Denver's
mandatory frontage paint and or color requirements. Tenant shall be responsible for their own signage which must adhere to the
City and County of Denver's Signage control policy.


 


Condemnation.
Complete Taking. If, during the term of this Lease, or any extension hereof, the whole or substantially all of the Premises shall
be taken as a result of the exercise of the power of eminent domain or transferred under threat of condemnation, this Lease shall
terminate as of the date of vesting of title of the Premises or delivery of possession, whichever event shall first occur, pursuant
to such proceeding or transfer. For the purpose of this section 15, "substantially all of the Premises" shall be deemed
to have been taken if a taking under any such proceeding shall involve such an area, whether the area be improved with building
or be utilized for a parking area or for other use, that Tenant cannot reasonably operate in the remainder of the Premises the
business being conducted on the Premises at the time of such proceeding.


 


Partial Taking_ If, during the term of this
Lease, or any extension hereof, less than substantially all of the Premises shall be taken in any such proceeding, this Lease shall
not terminate. The rent thereafter due and payable by Tenant shall be reduced in such proportion as the nature, value and extent
of the part so taken bears to the whole of the Premises. Landlord shall, from the proceeds of the condemnation, restore the Premises
for use of Tenant


 


Award. Any award granted for either partial
or complete taking regarding the Premises shall be the sole property of Landlord.


 


Destruction of Premises. If any building or
improvement standing or erected upon the Premises shall be destroyed or damaged ("Damage") in whole or in part by fire
or other casualty, Landlord shall promptly repair, replace or rebuild ("Restoration") the same at least to the extent
of the value and as nearly as practical to the character of the Building or improvements existing immediately prior to the Damage.


 












    	6



    	 



    




 


During
such Restoration, Tenant shall be entitled to a proportionate reduction of rent while such Restoration work is being completed,
such proportionate reduction to be based upon the extent to which such Restoration interferes with Tenant's use of the Premises.
If: (a) the Premises are encumbered by a mortgage or deed of trust ("Mortgage") and the holder of the Mortgage requires
that all or a portion of the proceeds of the insurance be paid to said holder, or (b) the insurance procOeeds available for the
Restoration are less than 90 percent of the cost of the Restoration, or (c) the Restoration cannot be completed within 120 days,
then Landlord may, at its option, declare this Lease terminated and all parties shall be relieved from further obligation hereunder
from the Date of the Damage. If the Restoration cannot be completed within 120 days from the date of the Damage, then Tenant shall
likewise have the right, at its option, to declare this Lease terminated and all parties shall be relieved from further obligation
hereunder from the date of the Damage. In the event that either Landlord or Tenant is entitled to declare this Lease terminated
as set forth above, then such notice shall be given within thirty (30) calendar days from the date of determination that the Restoration
cannot be completed within 120 days by the party declaring such to the other party.


 


Anything
in this section 17 to the contrary notwithstanding, if the improvements contained on the Premises are substantially damaged or
destroyed from any cause whatsoever during the last eighteen (18) month period of this Lease, Landlord may, at its option, declare
this Lease terminated and all parties shall be relieved from further obligation hereunder from that date of said damage. However,
if an option to extend the term of this Lease is granted herein, then if Tenant exercises said option within twenty (20) calendar
days from the date of Damage and if the remaining term plus the option period is for a period of time longer than eighteen (18)
months, Restoration and the parties' obligations and rights shall be as set forth in the preceding paragraph, All insurance proceeds
paid as a result of a casualty shall be the sole and exclusive property of the Landlord.


 


Default. The occurrence of any one or more
of the following events shall constitute a default and breach of this Lease by Tenant:


 


Tenant failing to pay Base
Rent or Additional Rent within Ten days of its due date;


 


Tenant failing to make any other
payments required to be made by Tenant when due, where such failure shall continue for a period of seven (7) calendar days following
notice from Landlord to Tenant.;


 


Tenant failing to perform or
keep any of the other terms, covenants and conditions herein contained for which it is responsible, and such failure
continuing and not being cured for a period of thirty (30) calendar days after notice from Landlord or if such default is a
default which cannot be cured within a 30 calendar day period, then Tenant's failing to commence to correct the same within
said 30 calendar day period and thereafter failing to prosecute the same to completion with reasonable diligence; If the
default occurs due to order or citation by the governing authority having jurisdiction over the premises, whether such
default or order is issued to the Landlord or to the Tenant, the time for cure shall conform to the time granted by such
governing authority, including any time granted by any tribunal.


 


Tenant abandoning the Premises.


 


Tenant
being adjudicated as bankrupt or insolvent or filing in any court a petition in bankruptcy or for reorganization or for the adoption
of an arrangement under the Bankruptcy Act (as now or in the future amended) or the filing of an involuntary bankruptcy against
Tenant unless said involuntary bankruptcy is terminated within thirty (30) calendar days from the date of said filing, or Tenant
filing in any court for the appointment of a receiver or trustee of all or a portion of
Tenant's property or there being appointed a receiver or trustee for all or a portion of Tenant's property, unless said receiver
or trustee is terminated within thirty (30) calendar days from the date of said appointment; Tenant making any general assignment
or general arrangement of its property for the benefit of its creditors.


 






    	7



    	 



    










 


In the event of an occurrence of default as
set forth above, Landlord shall have the right to: Terminate this Lease and end the term hereof by giving to Tenant written notice
of such termination, in which event Landlord shall be entitled to recover from Tenant at the time of such termination the present
value of the excess, if any, of the amount of rent reserved in this Lease for the then balance, not to exceed 6 months, hereof
over the then reasonable rental value of the Premises for the same period. The present value shall be determined by discounting
all future excess rent amounts at the rate of eight percent (8%) per annum, It is understood and agreed that the "reasonable
rental value" shall be the amount of rental which Landlord can obtain as rent for the remainder of the initial term or renewal
term, whichever is applicable; or without resuming possession of the Premises or terminating
this Lease, to sue monthly for and recover all rents, other required payments due under this Lease, not to exceed 6 months, and
other sums including damages and legal fees at any time from time to time accruing hereunder; or without terminating this Lease,
re-enter and take possession of the Premises or any part thereof and repossess the same as of Landlord's former estate or expel
Tenant and those claiming through or under Tenant and remove the effects of both or either (forcibly, if necessary) without being
deemed guilty in any manner of trespass and without prejudice to any remedies for rent delinquencies or preceding lease defaults,
in which event Landlord may from time to time without terminating this Lease re-let the Premises or any part thereof for such term
or terms and at such rental or rentals and upon such other terms and conditions as Landlord may, in its sole discretion, deem advisable,
with the right to make alterations and repairs to the Premises, and neither the serving of a demand for possession nor the re-entry
or taking of possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease
unless a written notice of termination be given to Tenant. In the event of Landlord's election to proceed under this subsection
(c), then such repossession shall not relieve Tenant of its obligation and liability under this Lease, all of which shall survive
such repossession, and Tenant shall pay to Landlord as current damages the basic rental and other sums hereinabove provided which
would be payable hereunder if such repossession had not occurred, less the net proceeds (if any) of any re letting of the Premises
after deducting all of Landlord's expenses in connection therewith, including but without limitation all repossession costs, brokerage
commissions, legal expenses, attorneys' fees, expenses of employees, alteration costs and expenses of preparation of such re letting.
Tenant shall pay such current damages to Landlord on the days on which the basic rent would have been payable hereunder and as
if possession had not been retaken, and Landlord shall be entitled to receive the same from Tenant on each such day. Any Late Payment
shall bear a penalty of $200.00.


 


Subordination
and Estoppel. This Lease is subject and subordinate to all mortgages and deeds of trust which now or hereafter may affect the Premises,
and Tenant shall execute and deliver upon demand of Landlord any and all instruments desired by Landlord subordinating this Lease
in the manner requested by Landlord to any new or existing mortgage or deed of trust. Should Tenant fail to execute and deliver
any such documents or instruments within ten (10) calendar days after receipt of such demand, Tenant irrevocably constitutes and
appoints Landlord as Tenant's special attorney-in-fact for the purpose solely of executing and delivering any such documents or
instruments pursuant to this paragraph. Any holder of a mortgage or deed of trust may rely upon the terms and conditions of this
paragraph. Further, Tenant shall at any time and from time to time, upon not less than five (5) calendar days' prior written notice
from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and
in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified
is in full force and effect) and the dates to which rental and other charges are paid in advance, if any, and acknowledging that
there are not, to Tenant's knowledge, any uncured defaults on the part of the Landlord, or specifying such defaults, if any are
claimed. Tenant shall attorney to any purchaser at any foreclosure sale or to any grantee or transferee designated in any deed
given in lieu of foreclosure. Any subordination agreement to be executed by Tenant shall provide that as long as Tenant is current
and not in default under the terms and conditions of this Lease, the holder of the mortgage shall not disturb the tenancy of Tenant.


 






    	8



    	 



    

 


Hazardous
Use. Tenant shall not occupy or use, or permit any portion of the Premises to be occupied or used for any business or purpose which
is unlawful, disreputable or deemed to be extra hazardous, or permit anything to be done which would in any way increase the rate
of casualty or liability insurance coverage on the Premises or the Building and/or its contents. Tenant will not store, create
or use any Hazardous Materials (as they are defined in section 21, below) on or about the Premises without the prior written consent
of Landlord, which approval may be withheld at Landlord's discretion. With respect to any such storage, creation or use of Hazardous
Materials, Tenant agrees to use, store, and dispose of same as required by applicable local, state and federal laws; to provide
immediate notice of any releases; to provide in advance the identity of specific Hazardous Materials which will be stored, created
or used on the Premises; and to maintain the Premises free of contamination and return the property to its pre-lease condition.


 


Indemnification.
Tenant and all other signatories and guarantors hereof jointly and severally agree to indemnify, protect and save Landlord harmless
against and from any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, attorneys'
and experts' fees and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded against Landlord,
and arising from or out of any Hazardous Materials, as hereinafter defined, hereafter located upon or within all or any portion
of the Premises as a result of Tenant's actions, including without limitation (i) the cost of removal of all such Hazardous Materials
from all or any portion of the Premises, (ii) additional costs required to take necessary precautions to protect against the release
of Hazardous Materials on, in, under or affecting the Premises, into the air, any body of water, any other public domain or any
surrounding areas, and (iii) costs incurred to comply, in connection with all or any part of the Premises, with all applicable
laws, orders, judgments and regulations with respect to Hazardous Materials.


 


For the purposes of this Lease, the term "Hazardous
Materials" shall mean any hazardous or toxic materials, wastes and substances including any substance identified in CERCLA,
RCRA, or other federal, state or local legislation, regulations or ordinances whether now existing or hereafter enacted or promulgated
or any judicial or administrative interpretation of such laws, rules or regulations.


 


This Indemnification shall be a continuing
indemnity for 6 months and shall remain in full force and effect until released and cancelled by Landlord or its successors and
assigns.


 


Subrogation.
Landlord shall cause each insurance policy carried or to be carried by Landlord insuring the Premises against loss, and Tenant
shall cause each insurance policy carried or to be carried by Tenant on or relating to the Premises, its fixtures and contents,
to be written in a manner so as to provide that the insurance company waives all right to recovery by way of subrogation against
damage covered by any such policies (but only with respect to claims against the other party.) Neither party, its agents, officers
and employees shall be liable to the other for any loss or damage caused (regardless of cause or origin, including the negligence
of any party hereto, its agents, officers or employees) by fire or any other risk or risks against which any such policy insures,
provided such waiver was obtainable. If the release of either Landlord or Tenant as set forth herein shall contravene any law with
respect to exculpatory agreements, the liability of the party in question shall be deemed not released but shall be secondary to
that of the other party's insurer. Notwithstanding anything contained herein to the contrary, any insurance policies maintained
by Tenant (Public Liability and Personal Property) shall name Landlord as an additional insured.


 












    	9



    	 



    




 


Surrender of Premises. Upon expiration or termination
of the term of this Lease, or any extension thereof, Tenant shall peaceably and quietly leave and surrender the Premises in as
good condition as they are now, ordinary wear and tear excepted. Tenant shall surrender and deliver up the building and Premises
broom-clean and free of Tenant's property. Provided Tenant is not in default, it shall have the right to remove all of its trade
fixtures, equipment, machinery and other personal property, provided that upon such removal the Premises are delivered in the same
condition as existed at the time of commencement of this Lease. Further, in the event Tenant does not remove any of its fixtures,
equipment or personal property or any additions or alterations made to the Premises during the term of this Lease, Landlord may,
at its option, require Tenant to remove any such improvements, alterations, fixtures and equipment and restore the Premises to
the condition that existed at the commencement of the Lease, at Tenants sole cost and expense, or retain the same.


 


Recommendation of Legal Counsel. Landlord advises
and recommends that all parties hereto obtain legal counsel to represent them in connection with the examination of title, zoning
of the Premises, the contents and execution of this Lease, tax implications of the transaction and all other aspects relative to
the transaction contemplated hereby.


 


Notices. All notices, demands and requests
required to be given by either party to the other shall be in writing and shall be hand delivered or sent by certified or registered
mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below or at such other addresses
as the parties may designate in writing delivered pursuant to the provisions hereof. Any notice when given as provided herein shall
be deemed to have been delivered on the date personally served or two (2) banking days subsequent to the date that said notice
was deposited with the United States Postal Service.


 


Time is
of the Essence. Time is of the essence hereof


 


Quiet Enjoyment. Landlord represents and warrants
that Landlord has the right to enter into and make this Lease; and Tenant, upon paying the rent herein reserved and upon performing
all of the terms and conditions of this Lease on its part to be performed, shalt at all times during the term herein demised peacefully
and quietly have, hold and enjoy the Premises.


 


Acceptance of Premises. Tenant accepts the
Premises subject to all zoning ordinances and regulations pertaining to the Premises, without responsibility or warranty by Landlord,
and further Tenant accepts the Premises subject to easements, rights-of-way, restrictive covenants and reservations of record.


 


Right to Inspect or Show Premises. Landlord,
or Landlord's agent and representative, shall have the right to enter into and upon the Premises or any part thereof at all reasonable
hours for the purpose of examining the same. Landlord, or Landlord's agent and representative, shall also have the right to show
the Premises to persons wishing to purchase or lease the same at all reasonable hours. During the 90 calendar day period prior
to the expiration of this Lease, or any extension thereof, Landlord, or Landlord's agent and representative, shall have the right
to place "to let" or "for sale" notices on the Premises, and the Tenant agrees to permit the same to remain
thereon. Landlord will observe and follow all marijuana laws and regulations as defined by state and local regulations.


 


Severability. If any sentence, paragraph or
article of this Lease is held to be illegal or invalid, this shall not affect in any manner those other portions of the Lease not
illegal or invalid and this Lease shall continue in full force and effect as to those provisions


 












    	10



    	 



    




 


Confidentiality
and Nondisclosure. Both Parties agree not to disclose the confidential information obtained
from the discloser and this Lease to anyone unless required to do so by law. In consideration of each Party's disclosure of Confidential
Information to the other Party, each Party agrees with respect to the Confidential Information received from the other Party, that
it: (a) will maintain such Confidential Information in the strictest confidence; (b) will not disclose, transfer or otherwise make
available any of such Confidential Information to any third party without the prior written consent of the other Party; and (c)
will not use the Confidential Information for any purpose other than related to this letter. Each Party shall take reasonable measures
to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to protect
the receiving Party's own confidential information. Confidential Information of the other Party may be provided to a Party's Representatives
only on a need-to-know basis, and prior to such provision, the Party will notify each Representative to whom such disclosure is
made that such Confidential Information is received in confidence and shall be kept in confidence by such Representative, Neither
Party may disclose Confidential Information to current or previous employees without the prior consent of the other party. Landlord
hereby consents to Tenant publicly communicating that this Lease has been executed and the general terms of the Lease and operation,
but will withhold private information including premises address and landlord information.


 


If at any time daring the term of the Lease
Landlord receives an offer from a third party to purchase the Premises which Landlord wishes to accept, Landlord shall deliver
to Tenant a copy of the complete proposed contract received and allow Tenant to purchase the Premises under the same terms and
conditions.


 


If Federal, Colorado or Denver laws or regulations
prohibit a Subtenant's operation of a marijuana operation at this location during the term of this Lease or if a governmental notice
is delivered to Landlord or Tenant which requires the cessation of marijuana cultivation or infusion on the Premises, Landlord
or Tenant may terminate this Lease with no penalties and Tenant shall vacate the Premises within 30 days, any deposits shall forthwith
be returned by Landlord to Tenant.


 


If Premises' location or sub-tenant's leases,
licenses or operations is not approved, issued and/or licensed by the Marijuana Enforcement Division, City of Denver Zoning and/or
City of Denver Excise and License Department, tenant may terminate this lease and this lease will become null and void without
penalty, any deposits shall forthwith be returned by Landlord to Tenant.


 


This Lease may be executed in counterparts,
all of which shall collectively be considered the original. A facsimile signature shall be sufficient and shall constitute an original
signature for all purposes.


 


This Agreement shall be governed by and construed
in accordance with laws of the State of Colorado.


 


Landlord's
Representation. Landlord represents to Tenant that, (i) neither Landlord nor any of its officers,
directors or partners nor any person or entity that to its current actual knowledge, directly owns beneficial interest in
it, as described in the Schedule 14A Information Required in the Proxy Statement of Crescent Real Estate Equities Company dated
as of May 28, 2004, is a Prohibited Person with whom U.S. persons or entities are restricted from doing business under regulations
of OFAC or under the Executive Order, or other governmental action, and (ii) that throughout the term of this Lease, Landlord shall
comply with the Executive Order and with the Money Laundering Act, if, when and to the extent Landlord may become subject to the
Money Laundering Act.


 









    	11



    	 



    




 


		(a)	Prohibited Persons and Transactions. Landlord represents
and warrants to Tenant that Landlord is currently in compliance with and shall at all times during the Term (including any
extension thereof) remain in compliance with the regulations of the OFAC of the Department of the Treasury (including those named
on OFAC's Specially Designated and Blocked Persons List) and any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions with Person Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto.



 


		(b)	Landlord warrants and represents Landlord (i) is not under investigation by any governmental authority
for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which
in the United States would be predicate crimes to money laundering, or any violation of any Anti- Money Laundering Laws; (ii) has
not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; (ii) has not been assessed civil or criminal
penalties under any Anti-Money Laundering Laws; or (iii) has not had any of its funds seized or forfeited in any action under any
Anti-Money Laundering Laws.



 


		(c)	"Anti-Money Laundering Laws" means those laws, rules,
regulations, orders and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture
of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be
terrorists, narcotic dealers or otherwise engaged in activities contrary to the interests of the United States; c) require identification
and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of
funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Executive Order Number 13224
on Terrorism Financing (September 23, 2001), the Patriot Act, the Bank Secrecy Act, Pub.L. No. 91-508, 84 Stet. 1305 (1970), the
Trading with the Enemy Act, 50 U.S.C. Appx. Section 1 et seq., the International Emergency Economics Powers Act, 50 U.S.C. Section
1701 et seq., and the sanction regulations promulgated pursuant thereto by OFAC, as well as laws relating to prevention and detection
of money laundering in 18 U.S.C. Sections 1956 and 1957, as amended.



 


		(d)	"Patriot Act" means the USA PATRIOT Act of 2001, Pub_ L. No. 107-56, together with all
laws, rules, regulations and orders issued in connection therewith.



 


[Signature Page Follows]


 












    	12



    	 



    




 


IN WITNESS WHEREOF the parties have set their
hands and seals as of the day and year first written above,


 


Agreed
and Accepted


 


LANDLORD:


 


	Signature:	/s/ Marcela U. Cristancho	 
	 	 	 
	Print Name: 	Marcela U. Cristancho	 
	 	2949 W Alameda, LLC.	 
	 	 	 
	Company:	2949 W Alameda Ave. Denver Co 80219.	 
	 	 	 
	Date: 	7/14/14	 





 


TENANT


 


	Signature:	/s/ Steven
    S. Hubbard	 
	 	 	 
	Print Name: 	Steven
    S. Hubbard	 
	 	 	 
	Company:	DIEGO PELLICER WORLDWIDE INC.



	 
	 	 	 
	Date: 	7/15/2014	 





 


 


 


13