Exhibit 10.15


 





REDEMPTION
AGREEMENT


 


This Redemption Agreement
(this “Agreement”) is made as of November 22, 2016 (the “Effective Date”) by and between
Innovative Industrial Properties, Inc., a Maryland corporation (“Company”), and [Name of Founder], an adult
resident of [State] (“Purchaser”).


 


WHEREAS, pursuant to
a Restricted Stock Purchase Agreement, dated ______, 2016, between the Company and Purchaser (the “Purchase Agreement”),
the Company sold to Purchaser, and Purchaser purchased from Company, an aggregate of [ ] ([ ]) shares of Company’s Class
B Common Stock (the “Shares”);


 


WHEREAS, the Company
proposes to consummate an initial public offering of shares of its Class A Common Stock (the “IPO”);


 


WHEREAS, the Company’s
Articles of Amendment and Restatement (the “Charter”) currently provide that, immediately prior to the closing
of the IPO, the Shares will automatically convert into shares of Company Class A Common Stock upon the terms and conditions more
particularly set forth in the Charter (the “Class B Conversion”); and


 


WHEREAS, in order to
facilitate the IPO and in consideration of the benefits that will directly and/or indirectly inure to the Purchaser as a result
of the completion of the IPO, Purchaser desires to hereby agree upon the terms and conditions upon which the Shares will be redeemed
by the Company immediately prior to the time at which the Class B Conversion would have otherwise occurred under the terms of the
Charter.


 


NOW, THEREFORE, In
consideration of the mutual covenants and representations set forth herein and for good and valuable consideration the sufficiency
of which is hereby acknowledged, Company and Purchaser agree as follows:


 


1.                 
Automatic Redemption of the Shares. Purchaser and Company hereby agree that, notwithstanding
anything to the contrary set forth in the Purchase Agreement, the Shares will be automatically redeemed and repurchased (the “Redemption”)
by the Company immediately prior to the time at which the Class B Conversion would have otherwise occurred under the Charter (the
“Redemption Time”) for a price per share equal to $0.001 (the “Redemption Price”). Purchaser
and Company agree that the Redemption will occur immediately at the Redemption Time automatically and without the need for any
further action on the part of either Purchaser, Company, or any other person or entity, and without regard to when the Redemption
Price is paid by the Company. Company agrees to pay the Redemption Price to Purchaser as promptly as practicable after the Redemption
Time. Purchaser has herewith delivered to the Company a duly executed Stock Power and Assignment to effectuate the transfer and
assignment of the Shares to the Company pursuant to the Redemption. At the Redemption Time, the Shares shall cease to be issued
and outstanding. 


 


2.                 
Amendment to Purchase Agreement. This Agreement shall constitute an amendment to
the Purchase Agreement, and except as otherwise provided herein, the Purchase Agreement shall continue to remain in full force
in effect in accordance with the terms thereof. 


 






     


     


    

 


3.                 
Escrow. Purchaser and Company hereby each irrevocably direct, authorize, and instruct
the Escrow Holder (as defined in the Purchase Agreement) to deliver the stock certificate(s) evidencing the Shares to the Company
at the Redemption Time in order to consummate the Redemption.


 


4.                 
General Provisions.


 


(a)               
Choice of Law; Dispute Resolution. This Agreement shall be governed by the internal substantive laws, but
not the choice of law rules, of California. Any disputes arising out of or relating to this Agreement shall be resolved exclusively
in the state or federal courts located in San Diego, California.


 


(b)              
Integration. This Agreement, together with the Purchase Agreement (as amended hereby), represents the entire
agreement between the parties with respect to the purchase and redemption of the Shares and supersedes and replaces any and all
prior written or oral agreements regarding the subject matter hereof and thereof including, any representations made during any
interviews, discussions or negotiations whether written or oral.


 


(c)               
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall
be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand
or by messenger addressed to the parties at their respective addresses indicated in the Purchase Agreement.


 


(d)              
Assignment. The rights and obligations of Purchaser under this Agreement are not assignable or delegable by
Purchaser under any circumstances.


 


(e)               
Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed
as a waiver of any such provision, nor prevent that party from hereafter enforcing any other provision of this Agreement. The rights
granted to both parties hereunder are cumulative and shall not constitute a waiver of either party’s right to assert any
other legal remedy available to it.


 


(f)               
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same agreement. Facsimile or PDF copies of signed signature pages
shall be binding originals.


 


[Signature Page Follows]


 




     


     


    

 


The parties represent
that they have read this Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing
this Agreement and fully understand this Agreement.


 


	PURCHASER 	 	INNOVATIVE INDUSTRIAL PROPERTIES, INC.
	 	 	 
	 	 	 
	 	 	 
	(Signature)	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	(Print Name)	 	(Print Name)




 


 




    
[Signature Page to Redemption Agreement]



     


    

 


spouse consent


 


The undersigned spouse
of [ ] (the “Purchaser”) has read, understands and hereby approves all the terms and conditions of the
Redemption Agreement dated November 22, 2016 (the “Agreement”), by and between Purchaser and Innovative
Industrial Properties, Inc., a Maryland corporation (the “Company”), pursuant to which Purchaser has
agreed to the automatic redemption of Purchaser’s shares of Company Class B Common Stock (the “Shares”)
immediately prior to an initial public offering by the Company (and “IPO”).


 


In consideration of
the benefits that will inure to me as a result of the IPO, I hereby agree to be irrevocably bound by all the terms and conditions
of the Agreement and further agree that any community property interest I may have in the Shares will be similarly bound by the
Agreement.


 


I hereby appoint Purchaser
as my attorney-in-fact, to act in my name, place and stead with respect to any amendment of the Agreement.


 








	Dated:  	 	 
	 	 
	 	 
	 	Signature of Spouse [Sign Here]
	 	 
	 	 
	 	 
	 	Name of Spouse [Please Print]
	 	 
	 	 
	 	£ Check
    this box if you do not have a spouse







 




     


     


    

 


STOCK POWER
AND ASSIGNMENT


 


SEPARATE
FROM stock CERTIFICATE


 


FOR
VALUE RECEIVED and pursuant to that certain Redemption Agreement dated as of November 22, 2016 (the
“Agreement”), the undersigned hereby sells, assigns and transfers unto Innovative Industrial Properties,
Inc., a Maryland corporation (the “Company”), __________ shares of the Class B Common Stock, $.001 par
value, of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s). ____
delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned’s
attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY
BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.


 





	Dated:  	 	 
	 	 	PURCHASER
	 	 	 
	 	 	 
		 	
        (Signature)

	 	 	 
	 	 	 
	 	 	
        (Please Print Name)

	 	 	 
	 	 	 
	 	 	
        (Spouse’s
Signature, if any)

	 	 	 
	 	 	 
	 	 	
        (Please Print Spouse’s Name)








 


Instructions to Purchaser:
Please do not fill in any blanks other than the signature line. The purpose of this Stock Power and Assignment is to enable
the Company and/or its assignee(s) to acquire the shares upon redemption as set forth in the Agreement without requiring additional
signatures on the part of Purchaser or Purchaser’s Spouse, if any.