EXHIBITS 10.24


 





OFFICE / WAREHOUSE / EQUIPMENT LEASE





(NNN)


 


THIS OFFICE / WAREHOUSE
/ EQUIPMENT LEASE (the “Lease”) is made and entered into as of June 10, 2022 (the “Effective Date”),
by and between JUST PICK, LLC, a Florida limited liability company (“Landlord”), as landlord, and KAIVAL
BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (“Tenant”), as tenant.


 


WHEREAS, Landlord
owns the premises located on the property legally described on Exhibit A hereto and by this reference incorporated herein
with an address of 4460 Old Dixie Highway, Grant Valkaria, FL 32949 (the “Land”) and certain furniture, fixtures,
and equipment located therein; and


 


WHEREAS, Landlord
desire to lease to Tenant, and Tenant desires to lease from Landlord, the Land and all improvements thereon, and certain furniture,
fixtures, and equipment located thereat, pursuant to the terms and conditions set forth herein;


 


NOW THEREFORE, in
consideration of the mutual covenants and conditions contained in this Lease, the Parties agree as follows:


 


Article
1. 



LEASE OF PROPERTY


 





1.1
         Lease
of Premises. Landlord leases to Tenant, and Tenant leases from
Landlord, on the terms and conditions set forth in this Lease, the Land and all improvements located thereon (collectively, the
“Premises”), such improvements including, without limitation, the following: (a) an office building containing
approximately one thousand five hundred ninety-five (1,595) square feet, the location of which is generally depicted on Exhibit
B attached hereto and by this reference incorporated herein as the “Office” (the “Office Building”);
and (b) a warehouse building consisting of approximately nineteen thousand seven hundred thirty-seven (19,737) square feet, the
location of which is generally depicted on Exhibit B as the “Warehouse” (the“Warehouse Building”,
and together with the Office Building, each a “Building”, and collectively the “Buildings”).








 





1.2               
Lease of Personal Property. Landlord leases
to Tenant, and Tenant leases from Landlord, on the terms and conditions set forth in this Lease, the furniture, fixtures, and equipment
specifically listed on Exhibit C attached hereto and by this reference incorporated
herein (the “Personal Property”, and together with the Premises, collectively the “Property”).
Tenant acknowledges and agrees that the Personal Property shall be located at all times during the Term at the Premises, and shall
not be moved without Landlord’s prior written consent in each instance, in its sole discretion. Notwithstanding anything
to the contrary set forth in this Lease, Landlord shall not be obligated to replace any Personal Property, whether due to permanent
damaged, obsolescence, or otherwise, and Tenant shall be solely responsible for obtaining and maintaining its own replacement personal
property to satisfy its needs at the Premises, which replacement personal property shall be and remain the property of Tenant if
obtained by Tenant.


 






    	 



    	 



    

  


Article
2. 



TERM


 


2.1               
Initial Term. The Property are leased to Tenant for an initial term (the “Initial
Term”) of one (1) year, commencing at 12:01 A.M. on the Effective Date and ending at 11:59 PM on the day immediately
prior to the first (1st) anniversary of the Effective Date (the “Initial Expiration Date”), unless
sooner terminated in accordance with the provisions of this Lease.


 


2.2               
Renewal. This Lease shall automatically renew
beyond the Initial Term as follows:


 


(a)                
Unless Tenant delivers a written notice of termination to Landlord at least thirty (30) days
prior to the Initial Expiration Date, then subject only to Section 2.2(c), this Lease shall automatically extend for a period
of five (5) additional years (the “First Renewal Term”), commencing at 12:01 A.M. on the first (1st)
anniversary of the Effective Date and ending at 11:59 PM on the day immediately prior to the sixth (6th) anniversary
of the Effective Date (the “First Renewal Expiration Date”), subject to under the terms and conditions contained
in this Lease.


 


(b)                
Tenant, in its sole and absolute discretion, shall have one (1) option to extend the Term
for a period of five (5) years immediately following the First Renewal Term (the “Second Renewal Term”, and
together with the First Renewal Term, each a “Renewal Term”) for a period of five (5) additional years commencing
at 12:01 AM on the sixth (6th) anniversary of the Effective Date and ending at 11:59 PM on the date immediately prior
to the eleventh (11th) anniversary of the Effective Date, subject to under the terms and conditions contained in this
Lease. Tenant’s option to renew this Lease for the Second Renewal Term must be exercised by Tenant delivering written notice
of its election to Landlord at least four (4) months prior to the First Renewal Expiration Date. Base Rent for the Second Renewal
Term shall be adjusted to an amount equal to the current fair market rental rate for reasonably-comparable premises in similarly
situated rental areas in the rental market of Brevard County, Florida, at the time that the Second Renewal Term is to commence,
together with reasonably forecasted annual adjustments (“Market Annual Rent”). With reasonable promptness following
Tenant’s timely delivery of a written notice to extend the Term for the Second Renewal Term, Landlord and Tenant shall cooperate
in good-faith to determine the Market Annual Rent, and if Landlord and Tenant cannot agree on Annual Market Rent during the thirty
(30) day period after delivery of that notice to Landlord, then a qualified independent certified appraiser shall be promptly employed
to determine the Market Annual Rent (the “Appraiser”). If Landlord and Tenant do not promptly agree on the identity
of the Appraiser, both Landlord and Tenant shall each appoint a qualified independent certified appraiser, and the two appointed
appraisers shall select a third qualified independent certified appraiser to serve as the Appraiser. An appraisal made by the Appraiser
pursuant to this Section 2.2(b) shall be final and binding on both Landlord and Tenant, absent manifest error or mistake
of fact. The cost of the Appraiser shall be borne equally by Landlord and Tenant. Once Landlord and Tenant agree on Market Annual
Rent, or Market Annual Rent is determined by the Appraiser, Landlord and Tenant agree to promptly execute an amendment to this
Lease in reasonable form and substance to reflect the amount of Market Rent for the applicable portion of the Additional Term if
one party requests such an amendment.


 






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(c)                
Notwithstanding the foregoing provisions of this Section 2.2 to the contrary:


 


(i)                  
If any Event of Default exists and is continuing at any time within the thirty (30) day period
immediately prior to the commencement of the applicable Renewal Term, Landlord may (but is not required to) reject a Renewal Term
by delivering written notice thereof to Tenant, in which case the Lease shall not be renewed for such Renewal Term and shall terminate
upon the conclusion of the then-current Term.





(ii)                
If at any time during the Term, the U.S. Food and Drug Administration issues one or more non-appealable
and binding enforcement orders mandating that all eleven (11) current stock keeping units (or “SKUs”) for the “Bidi
Stick” manufactured by Bidi Vapor, LLC (i.e., all eleven (11) current flavors) must be removed from the U.S. market, then
Tenant may terminate this Lease by delivering a written notice of termination to Landlord at least thirty (30) days prior to the
desired date of termination.


 


(d)                
References in this Lease to the “Term” shall mean the Initial Term and,
to the extent exercised, each Renewal Term, and references in this Lease to the “Expiration Date” shall mean
the last day of the Term.


 


2.3               
Lease Year. As used herein, the term “Lease
Year” shall mean a period of one (1) year. Each Lease Year shall commence on the Effective Date (in the case of the first
(1st) Lease Year) or an anniversary of the Effective Date (in the case of all subsequent Lease Years), and end on the
date immediately prior to the next anniversary of the Effective Date.


 


Article
3. 



RENT


 


3.1               
Base Rent. Tenant shall pay base rent for
the Property (“Base Rent”) during the Term as follows, without demand, deduction, or offset, plus all sales,
use, transaction privilege, or other excise tax that may at any time be levied or imposed upon, or measured by, any amount payable
by Tenant under this Lease:


 


	Term:	Lease Year:	Annual Base Rent:	Monthly Base Rent:
	Initial
Term	Year
1	$213,320.001	$17,776.67
	First
Renewal Term   (if
applicable)	Year
2	$223,986.00	$18,665.50
	Year
3	$234,652.00	$19,554.33
	Year
4	$245,318.00	$20,443.17
	Year
5	$266,650.00	$22,220.83
	Year
6	$287,982.00	$23,998.50
	Second
Renewal Term   (if
applicable)	Years
7-11	Market Annual Rent	One twelfth (1/12) of Market Annual Rent



 






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3.1               
Payment of Base Rent. Base Rent shall be payable
in equal monthly installments in advance, commencing on the first full calendar month of the Term, and continuing on the first
(1st) day of each subsequent calendar month until the Expiration Date; provided,
however, that in the event that: (a) the Effective Date falls on any date
other than the first day of a calendar month, the Base Rent will be prorated for that month and shall be due and payable on the
Effective Date; and (b) the Expiration Date falls on any date other than the last day of a calendar month, the Base Rent will be
prorated for that month and shall be due and payable on the first day of that month. 


 


3.2               
Operating Expenses. 


 


(a)                
Tenant shall pay one hundred percent (100%) of all costs, fees, charges, and expenses incurred
by, or charged to, Landlord in connection with the ownership, operation, maintenance and repair of, and services provided to, the
Property, except for the costs, fees, charges, expenses, and obligations assumed by Landlord pursuant to this Lease or set forth
in Section 3.3(b) (collectively, “Operating Expenses”), which shall constitute additional rent hereunder.
Operating Expenses include, without limitation, all of the fees, charges, and expenses incurred by, or charged to, Landlord in
connection with the following: (i) the Insurance Premiums, together with the cost of any deductible paid by Landlord in connection
with an insured loss (provided, that any such deductible shall be amortized over the entire period of the estimated economic useful
life of any improvement replaced by the insurance proceeds associated with that deductible, determined in accordance with generally
accepted accounting principles); (ii) Taxes; (iii) Landlord’s cost to maintain the Property, except as otherwise expressly
set forth in this Lease; (iv) the annual amortization (over their estimated economic useful life determined pursuant to generally
accepted accounting principles) of the costs (including reasonable financing charges) of capital improvements or replacements to
the Premises on a straight-line basis pursuant to generally accepted accounting principles: (v) a management and administrative
fee not to exceed three percent (3%) of annual Base Rent for the Lease Year in question; and (vi) exterior painting of the Buildings.



 


(b)                
Notwithstanding the foregoing provisions of this Section 3.2 to the contrary, Operating
Expenses will not include the following: (i) depreciation on the Buildings or the Property; (ii) financing and refinancing costs
(except as provided above), interest on debt or amortization payments on any mortgage, or rental under any ground or underlying
lease; (iii) leasing commissions, advertising expenses, tenant improvements or other costs directly related to the leasing of the
Property; (iv) income, excess profits or corporate capital stock tax imposed or assessed upon Landlord, unless such tax or any
similar tax is levied or assessed in lieu of all or any part of any taxes includable in Operating Expenses above; (v) salaries
and overhead of personnel employed by Landlord; (vi) expenses for repair or replacement covered by warranties, and any costs due
to casualty that are covered by insurance carried by Landlord or that would have been covered by insurance that Landlord is required
to carry under this Lease; (vii) repairs or replacements caused by Landlord’s negligence or willful misconduct, or the negligence
or willful misconduct of Landlord’s servants, agents, or employees; (viii) rent and other payments by Landlord under any
ground lease or other lease underlying this Lease; (ix) payments to servants, agents, or employees of Landlord for services to
the Property for supplies or other materials to the extent that the cost of such services, supplies, or materials exceed the cost
which would have been paid had the services, supplies or materials been provided by unaffiliated parties on a competitive basis;
(x) expense reserves; and (xi) tax or assessment expenses in excess of the amount which would be payable if such tax or assessment
expense were paid in installments over the longest possible term. To the extent it is property qualified, licensed, and insured,
as applicable, Landlord shall have the right to directly perform (by itself or through an affiliate) any services provided under
this Lease provided that the Landlord’s charges included in Operating Expenses for any such services shall not exceed competitive
market rates for comparable services. 


 






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3.3               
Payment of Operating Expenses; Reconciliation.
Operating Expenses shall be payable in equal monthly installments, commencing on the first (1st) full month of the Term,
and continuing on the first day of each subsequent month until the Expiration Date. In the event that the Effective Date falls
on any date other than the first (1st) day of a calendar month, Operating Expenses will be prorated for that month and
shall be due and payable on the Effective Date, and Operating Expenses will be prorated for the last month of the Term if the Expiration
Date falls on any date other than the last day of a calendar month. In Landlord’s discretion, it may elect to charge Operating
Expenses once per Lease Year, in arrears, when Landlord delivers the statement set forth in Section 3.2(c) (in which case the reconciliation
set forth in that section shall not be necessary except to the extent necessary as a result of a permissible audit). 


 


(a)                
By April 30th of each Lease Year (and as soon as practical after the expiration or termination
of this Lease), Landlord shall provide Tenant with a statement of the Operating Expenses for the preceding Lease Year or part thereof.
Within thirty (30) days after delivery of the statement to Tenant, Landlord or Tenant shall pay to the other the amount of any
overpayment or deficiency then due from one to the other. Landlord’s and Tenant’s obligation to pay any overpayment
or deficiency due the other pursuant to this Section shall survive the expiration or termination of this Lease. In the event that
all Operating Expenses for any Lease Year are more than five percent (5%) greater than the actual Operating Expenses for the immediately
preceding Lease Year, then within thirty (30) days after Tenant’s receipt of Landlord’s statement setting forth actual
Operating Expenses for the Lease Year in question, Tenant shall have the right to review and inspect, at Landlord’s local
offices and at Tenant’s expense, Landlord’s accounts and records relating to those Operating Expenses; provided, however,
that for this purpose a partial Lease Year’s Operating Costs shall be considered to be the total Operating Costs that would
have been charged for an entire calendar year based on the actual Operating Costs for such partial Lease Year).


 


3.4               
Late Payment; Interest. In the event that
any payment of Base Rent, Operating Expenses, or any other sum due hereunder is not paid within ten (10) days after the date that
such payment is due, Tenant shall be responsible for, and shall pay: (a) a late payment fee equal to five percent (5%) of the amount
due (except when Tenant pays the administrative charge set forth in Section 15.2(a));
and (b) interest on such unpaid portion at a rate equal to the lesser of the highest rate permitted by applicable law or ten (10.0%)
(the “Interest Rate”) with interest commencing on the date that the payment was due (provided,
however, that no interest is due and payable if the amount is paid within
ten (10) days after the date it is due).


 






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Article
4. 



INSURANCE


 


4.1               
Liability Insurance. Tenant agrees to procure and maintain a policy or policies of
liability insurance, at its own cost and expense, insuring Landlord and Tenant from all claims, demands, or actions for injury,
death, or damage to property sustained by one or more persons as a result of any one occurrence in the amount of One Million Dollars
($1,000,000.00) combined single limit per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate arising from, related
to, or connected with the conduct and operation of Tenant’s business at the Premises. The policy limits requirement may
be satisfied by primary general liability insurance or a combination of primary general and excess umbrella liability insurance.
Such insurance shall: (a) be endorsed to name Landlord as named insured and this status shall be reflected on the Tenant’s
certificate of insurance delivered to the Landlord; (b) not be subject to cancellation except after at least ten (10) days’
prior written notice to Landlord; and (c) be written on an “occurrence” basis and not on a “claims made”
basis and shall be endorsed to provide that it is primary to and not contributory to any policies carried by Landlord. The policy
or policies, or duly executed certificate or certificates for the same, together with satisfactory evidence of the payment of
premium thereon, shall be deposited with Landlord both before Tenant takes possession of the Premises, as well as upon any renewal
of said insurance, not less than thirty (30) days prior to the expiration of the term of such insurance.


 


4.2               Property
Insurance. Landlord shall maintain a policy or policies of insurance, in the amount of the full replacement value of the Buildings
and the other improvements on the Land, and insuring the Buildings and the other improvements on the Land against loss or damage
by fire, wind and storm damage, explosion or other such hazards or risks in a standard extended coverage policy. In Landlord’s
discretion, Landlord may include the Property in such policy or policies as covered property. Landlord shall provide to Tenant
a detailed accounting of the cost of all premiums with respect to such policy or policies (each, an “Insurance Premium”).
The cost of each Insurance Premium for such policy or policies that is attributable to the Term shall be payable by Tenant to
Landlord as an Operating Expense. 


 





4.3               
Tenant’s Personal Property Insurance; Other Insurance. Tenant shall be solely
liable hereunder for insuring Tenant’s personal property. Tenant shall also maintain a policy of business interruption insurance
so as to cover Tenant’s obligations hereunder. 


 






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4.4               
Subrogation. Landlord and Tenant hereby waive
any rights each may have against the other on account of any loss or damage occasioned by either Landlord or Tenant, as the case
may be, their respective property, the Premises, or its contents or to other portions of the Buildings or the Land, or to the
Property, arising from any risk actually covered or to be covered by the insurance policies required hereunder. Landlord and Tenant
hereby release each other from any and all liability or responsibility to the other or anyone claiming through or under them by
way of subrogation or otherwise for any loss or damage to property caused by fire or any of the extended coverage or supplementary
contract casualties, even if such fire or other casualty shall have been caused by the fault or negligence of the other party,
or anyone for whom such party may be responsible. If required by either party, Landlord or Tenant shall use commercially reasonable
efforts to have all such property insurance policies which may be carried by it endorsed with a clause providing that any release
from liability of, or waiver of claim for recovery from, the other party entered into in writing by the insured thereunder prior
to any loss or damage shall not affect the validity of said policy or the right of the insured to recover thereunder, and providing,
further that the insurer waives all rights of subrogation which such insured may have against the other party.


 


Article
5. 



UTILITIES, AND TAXES AND ASSESSMENTS


 


5.1               
Utilities. Landlord at its expense agrees to make available to Tenant water, sewer,
phone and electrical services to the Premises as of the Effective Date. Tenant shall be liable and agrees to pay the charges for
all public utility services rendered or furnished to the Premises, including, but not limited to heat, water, electricity, sewer,
and sewage treatment facilities, and shall obtain all such service in its own name and timely pay all charges directly to the
provider. Landlord shall not be responsible or liable for any interruption in such services except to the extent caused by the
negligence or willful misconduct of Landlord, nor shall such interruption affect the continuation or validity of this Lease. Any
wiring, cabling or other equipment necessary to connect Tenant’s telecommunications equipment shall be Tenant’s responsibility
and shall be installed in a manner approved by Landlord, such approval not to be unreasonably withheld, conditioned, or delayed.


 


5.2               
Taxes and Assessments. For purposes hereof, “Taxes” shall mean
all real estate and/or property taxes, rates, levies, charges and assessments, general and special, ordinary and extraordinary,
of every kind and nature whatsoever, whether now known to law or hereafter created, which are levied, assessed, imposed or become
due and payable during the Term (and, if attributable to a period of time, to the extent attributed to the Term) upon: (a) the
Land; (b) the Buildings and the other improvements located on the Land; (c) the Property; (d) the leasehold estate hereby created;
and/or (e) or arising with respect to the occupancy, use, or possession of the Premises, and/or the use and possession of the
Personal Property, by Tenant. Landlord shall use commercially reasonable efforts to minimize, reduce, protest, negotiate or otherwise
adjust Taxes. Any cost incurred by Landlord in an effort to minimize, reduce, protest, negotiate or otherwise adjust any real
estate tax bill, tax assessment or assessed valuation, including the cost of appraisals, witness fees and attorneys’ fees
related thereto, shall be included in the definition of Taxes (provided, however, that such costs shall not result in a net overall
increase to the amount of Taxes). If a special assessment is payable in installments, Taxes for any year shall include the installment
of such assessment for that year to the extent of the length of the Term that occurs during such year. If at any time during the
Term, the methods of taxation prevailing at the commencement of the Term shall be changed or altered so that in lieu of, in addition
to, or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate, there shall be levied,
assessed or imposed a different method of taxation, then the same shall be included in the definition and computation of
Taxes hereunder. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not be obligated to pay, and Operating
Expenses shall not include, any succession, transfer, gift, franchise, income, estate, or inheritance taxes or impositions which
may be levied upon, required to be collected by, or assessed against Landlord. Expiration of the Term shall not affect Tenant’s
obligation to pay Taxes with respect to any deficiency in Tenant’s payment thereof for the final Lease Year.


 






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Article
6. 



SUBLEASING OR ASSIGNMENT


 


6.1               
Assignment With Consent. Tenant shall not assign, sell, transfer, sublease, or mortgage
its interest in this Lease without the prior written consent of the Landlord, which consent shall not be unreasonably withheld,
conditioned, or delayed so long as both: (a) the transferee has a net worth at least equal to or greater than Tenant at the Effective
Date hereof, calculated in accordance with generally accepted accounting principles as applied in the United States; and (b) no
Event of Default has occurred and is continuing.


 


6.2
       Requirements. If Tenant requests Landlord’s consent to assign, sell, transfer, or sublease its interest in the Lease,
Tenant shall provide Landlord, at least fifteen (15) days prior to the proposed transaction, current financial statements of the
transferee certified by an executive officer of the transferee, a complete copy of the proposed transfer or sublease documents,
and any other information Landlord reasonably requests. Immediately following any approved sale, assignment, transfer, or sublease,
Tenant shall deliver to Landlord an assumption or sublease agreement (as applicable) reasonably acceptable to Landlord executed
by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance
requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’
fees in connection with the processing and documentation of any sale, transfer, assignment, or sublease for which Landlord’s
consent is requested.


 


Article
7. 



ALTERATIONS, REPAIRS AND MAINTENANCE


 


7.1               
Alterations and Improvements. 


 


(a)                
Tenant shall not make any structural or exterior changes in, or additions or alterations to
the exterior of, the Premises, or any additions or alterations to the Personal Property, without Landlord’s prior written
consent, which consent shall not be unreasonably withheld, conditioned, or delayed. 


 


(b)                
Tenant shall not make any material interior change in, or addition or alteration to the interior
of, the Premises that either: (i) costs in excess of Twenty-Five Thousand Dollars ($25,000); (ii) either cannot be removed by Tenant
at the end of the Term such that the Premises cannot be restored by Tenant to the same condition as it exists on the Effective
Date; or (iii) requires work within the walls, below the floor or above the ceiling, in each case without Landlord’s prior
written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. 


 






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(c)                
If Landlord consents to any changes, additions, or alterations, or such changes, additions,
or alterations are otherwise permitted, they shall be made at Tenant’s sole cost and expense and shall be performed in a
first-class and workmanlike manner on a level consistent with the age and condition of the Buildings and other improvements comprising
the Premises on the Effective Date, or of the Personal Property, as applicable, and in accordance with all applicable legal and
insurance requirements and the terms and provisions of this Lease. Upon completion of changes, additions, or alterations to the
Premises, Tenant shall deliver to Landlord: (i) a sworn affidavit from Tenant and its general contractor (if Tenant is not acting
as its own general contractor) in form and substance reasonably acceptable to Landlord stating – (A) in reasonable detail
the actual costs paid by Tenant for construction and completion of the alterations, (B) the names and addresses of all architects,
contractors, subcontractors or suppliers in respect of the alterations, and (C) that all of the persons identified in the sworn
affidavit required pursuant to clause (i)(B) have been paid in full; and (ii) full and final mechanic’s lien waivers, in
form and substance reasonably acceptable to Landlord, from each person identified in the sworn affidavit required pursuant to clause
(i)(B). 


 


(d)                
Changes, alterations, additions, and improvements to the Property made by Tenant shall become
the property of the Landlord upon the Expiration Date unless Tenant, prior to the Expiration Date, removes such improvements and
restores the Property to the same condition as existed on the Effective Date.


 


7.2               
Tenant’s Duty to Repair, Maintain and Replace. Except for Landlord’s responsibilities
set forth in Section 7.3, Tenant covenants and agrees to keep and maintain the Property in good order, condition and repair
including, without limitation, such maintenance and repair as may be needed to keep the Buildings, the exterior areas of the Premises
(which shall include any landscaped areas as well as the parking lot, walkways, and sidewalks, if any), and automatic gates at
the access point of the Premises in good order, condition, and repair and in substantially the same order, condition, and repair
as they were as of the Effective Date, reasonable wear and tear and damage from fire and other casualty for which insurance has
been procured (or is required to be procured pursuant to this Lease) excepted. Tenant shall not overload the electrical, water
and/or plumbing facilities serving the Premises. Tenant, at its cost, shall purchase and maintain throughout the Term a maintenance
contract for a reputable company or companies providing maintenance of the plumbing, heating, ventilation, air-conditioning, and
fire sprinkler and suppression systems or equipment serving the Premises (collectively, the “Equipment”), in
accordance with the manufacturer’s suggested service and maintenance requirements and all requirements of applicable laws,
and shall be responsible for the costs of any required repairs, maintenance, and replacement of the Equipment (but, in any event,
no less than quarterly service).


 






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7.3               
Landlord’s Duty to Repair and Replace Interior and Exterior Structural Issues
and Other Items. Landlord covenants and agrees to: (a) keep and maintain the
Buildings’ foundations, outer walls, footings, structural steel columns, and girders, and roof at Landlord’s sole
expense and not as an expense of Tenant or as an Operating Expense; and (b) make any necessary replacements to the Equipment,
the cost of which shall be considered an Operating Expense in the manner set forth in Section 3.2(a)(iv).
Landlord, at its sole expense and not as an expense of Tenant, shall perform or cause to be performed any and all repairs and
replacements which are the responsibility of Landlord necessary to restore the Premises and other areas for which Landlord is
responsible to a state of good condition and repair. Landlord shall complete such repairs within sixty (60) days after Landlord
has received written notice from Tenant of such state of disrepair, or if such repairs cannot reasonably be completed within such
sixty (60) day period, Landlord shall commence such repairs within sixty (60) days after notice and proceed diligently thereafter.
Landlord agrees to use commercially reasonable efforts to minimize disruption to or interference with Tenant’s use and enjoyment
of the Premises in making repairs or replacements or in maintenance. In the event of an emergency, Tenant shall have the right
to prosecute immediately any and all necessary repairs and shall deliver contemporaneous notification to Landlord of the emergency
and related repairs and offset the reasonable cost of such repairs against the next monthly installment or installments of Base
Rent due hereunder; provided, however,
that if contemporaneous notice is not practicable, as determined by Tenant in its reasonable judgment, then Tenant shall provide
such notice as soon thereafter as reasonably practicable. Notwithstanding the foregoing provisions of this Section 7.3
to the contrary, Landlord shall not be obligated to make any repairs or replacements
referenced in this Section 7.3 to the extent that those repairs to these
components are caused by Tenant, any subtenant, or its or their respective agents, contractors, servants, employees, subtenants,
concessionaires or licensees, in which case Landlord shall make repairs and Tenant shall be reimburse Landlord within ten (10)
days of receipt of Landlord’s invoice therefor.


 


7.4               
Tenant’s Failure to Maintain, Repair or Replace.
If Tenant shall refuse or neglect to commence or complete any item of maintenance, repair or replacement necessary to keep the
Property in good condition and repair during the Term hereof as required by Section 7.2
(including, without limitation, a suitable contract for maintenance of the Equipment), Landlord may, but shall not be required
to, arrange for such maintenance, repair or replacement to be performed, and present an invoice or invoices evidencing the cost
thereof to Tenant for immediate payment as additional rent hereunder. For non-emergency repairs, Landlord shall provide Tenant
with a ten (10) business day prior written notice of Landlord’s intent to repair, should Landlord decide to repair pursuant
to this section. 


 


Article
8. 



LIENS


 


8.1               
Liens not Permitted. Tenant shall not do anything or cause anything to be done whereby
the Property or any portion thereof may be encumbered by any mechanic’s or other material liens. If a lien is filed against
any Property purporting to be for labor or materials furnished or to be furnished to the Tenant, the Tenant shall remove the lien
of record by the payment or by bonding with a surety company authorized to do business in the State of Florida, within thirty
(30) days from the date of the filing of said mechanic’s or other lien. Should the Tenant fail to take the foregoing steps
within said thirty (30) day period, then the Landlord shall have the right, among other things, to pay said lien without inquiring
into the validity thereof, and the Tenant shall immediately reimburse the Landlord for the total expense incurred by it in discharging
said lien including (without limitation) any reasonable attorneys’ fees and costs incurred by the Landlord in doing so.


 






    	10



    	 



    

 





Article
9. 



USE


 


9.1               
Permitted Use. Tenant may use the Property for warehousing, storage, and general office
uses, and all other related or ancillary purposes (the “Permitted Use”), and for no other use. Tenant shall
not use the Property for the purposes of storing, manufacturing or selling any explosives, flammables, or other inherently dangerous
substance, chemical, thing or device, except for items used in Tenant’s ordinary course of business on the Effective Date.
Tenant shall, at its expense, promptly comply with all applicable laws now or subsequently pertaining to Tenant’s use of
the Property or occupancy of the Premises. Neither Tenant nor its servants, employees, or agents shall use the Premises in any
manner that under any applicable law would require Landlord to make any alteration to or in the Building (without limiting the
foregoing, Tenant shall not use the Premises in any manner that would cause the Premises or any Building to be deemed a “place
of public accommodation” under the Americans with Disabilities Act of 1990 (42 U.S.C. § 1201 et seq.), as amended
and supplemented from time to time, if such use would require any such alteration).


 


9.2               
Hazardous Substances. Tenant, its servants, agents or employees, shall not treat,
store, or dispose of any hazardous, special, or medical wastes on the Premises except in compliance in all material respects with
applicable local, state or federal laws or regulations relating to protection of the environment or pollution (the “Environmental
Laws”). For the purposes of this Lease, the term “store” shall be defined in the same manner as that used
in the Resource Conservation and Recovery Act, as amended and the applicable regulations under that act. Tenant shall promptly
notify Landlord of any notice, claim, report of violation, or other matter of similar import received by Tenant from the U.S.
EPA, the Florida Department of Environmental Protection, or any other governmental body having jurisdiction, which relates to
or arises from any actual or alleged pollution, spill, discharge or other release of hazardous materials on the Premises. Tenant
shall indemnify Landlord and its successors and assigns against and hold them harmless from any liabilities, claims, demands,
and out-of-pocket costs, response costs, and expenses (including reasonable attorney’s fees, site remedial investigation
or feasibility studies, site clean-up, or defense costs) which relate to the Premises and arise by reason of any act or omission
of Tenant or its employees, agents, contractors, vendors, or customers in breach of Tenant’s obligations under this Section,
or by reason of the breach of Tenant’s obligations under any Environmental Law. Landlord shall indemnify Tenant and its
successors and assigns and hold them harmless from any liabilities, claims, demands, and out-of-pocket costs, response costs,
and expenses (including reasonable attorney’s fees, site remedial investigation or feasibility studies, site clean-up, or
defense costs) to the extent they relate to the Premises and arise by reason other than a breach of Tenant’s obligations
under this Section or any Environmental Law, including with respect to any hazardous materials existing on, under, in or about
the Premises on or before the Effective Date.


 






    	11



    	 



    

 


Article
10. 



SIGNS


 


10.1           
Signage. All Tenant signage shall be subject to the approval of Landlord (not to be
unreasonably withheld, conditioned, or delayed by Landlord) and the applicable governmental authorities. Tenant shall have the
right to install signage on the Premises, at its expense, at a location and of a design as shall be approved by Landlord (such
approval not to be unreasonably withheld, conditioned, or delayed). Signage must always be in good operating condition. Tenant
shall be obligated, at its expense, to obtain any governmental permit required with respect to any sign to be placed by Tenant
on the Premises on or after the Effective Date, and such sign shall comply with all applicable governmental or quasi-governmental
ordinances, rules and regulations.


 


Article
11. 



SUBORDINATION; ESTOPPEL CERTIFICATE AND QUIET ENJOYMENT


 


11.1           
Subordination. Landlord reserves the right
and privilege to subject and subordinate this Lease at all times to the lien of any mortgage or mortgages now or hereafter placed
upon the Landlord’s interest on any Property, provided that such subordination does not disturb the possession or other rights
of Tenant under this Lease so long as no Event of Default has occurred and is continuing. Tenant agrees to execute and deliver,
within ten (10) business days after written request from Landlord, such further instrument or instruments as may be required by
Landlord’s lender to subordinate this Lease to the lien of any such mortgage as shall be desired by Landlord, so long as
such subordination agreement conforms with the requirements of this section; provided,
however, that the ground lessor or the mortgagee or trustee named in said
mortgage or trust deed shall deliver to Tenant a subordination and non-disturbance agreement in form and substance reasonably agreeable
to both parties.


 


11.2           
Estoppel Certificates. Either party to this
Lease will, at any time from time to time, within ten (10) business days after written request from the other party, execute, acknowledge
and deliver to the requesting party a statement in writing certifying that this Lease is unmodified (or, if modified then disclosure
of such modification shall be made) and in full force and effect on the date to which the rents and other charges have been paid,
and stating whether or not said party has knowledge of any default hereunder on the part of the other party in the performance
of any covenant, agreement or condition contained herein, and if so, specifying each such default in reasonable detail, it being
intended that any such statement delivered pursuant to this Section may be relied upon by any prospective purchaser, mortgagee
or holder of a deed of trust of the Property or any portion thereof, or any assignee of any such party.


 


11.3           
Quiet Enjoyment. If and so long as Tenant
shall timely pay Base Rent and all additional rent required by this Lease (including, without limitation, Operating Expenses) and
shall perform and observe all the covenants and conditions contained in this Lease, Tenant’s possession of the Property will
not be disturbed by Landlord, or anyone claiming by, through or under Landlord, or any mortgagee thereof.


 






    	12



    	 



    

 





Article
12. 



CONDEMNATION OR EMINENT DOMAIN


 


12.1           
Total Condemnation. If all of the Premises shall be taken (“Total Taking”)
for any public or quasi-public use under any statute, or by right of eminent domain, or by way of purchase in lieu of eminent
domain, this Lease shall automatically terminate upon the date possession is surrendered and Base Rent and Operating Expenses
shall be prorated to the date of termination.


 


12.2           
Partial Condemnation. If a part of the Premises shall be so taken (“Partial
Taking”) so that Tenant, in its reasonable discretion, determines that the Premises are no longer fit for its use, Tenant
may terminate the Lease upon thirty (30) days’ written notice to Landlord, so long as such notice is received within one
hundred eighty (180) days after the date of the Partial Taking.


 


12.3           
Base Rent Adjustment. In the event of a Partial Taking which results in the size of
the Premises being reduced, the annual Base Rent payable by Tenant hereunder shall, from and after the date on which the condemning
authority takes possession, be reduced in the same proportion as the rentable square foot area of that portion of the Premises
so taken bears to the total rentable square foot area of the Premises on the Effective Date.


 


12.4           
Temporary Taking. If the Premises shall be so taken for temporary use or occupancy
(a “Temporary Taking”), the foregoing provisions of this Article shall not apply, and Tenant shall continue
to pay the full amounts of the Base Rent and Operating Expenses due hereunder. Only to the extent that Tenant may be prevented
from so doing pursuant to the terms of the order of the condemning authority, Tenant shall perform and observe all of the other
terms, covenants, conditions and obligations of this Lease as though the Temporary Taking had not occurred. In the event of a
Temporary Taking, Tenant shall be entitled to receive the entire amount of the condemnation award made for such taking (the “Temporary
Taking Award”), whether paid by the way of damages, rent or otherwise, unless the period of temporary use of occupancy
shall extend beyond the Expiration Date, in which case the Temporary Taking Award shall be apportioned between Landlord and Tenant
as of the Expiration Date. Upon the expiration of the term of any Temporary Taking, Landlord shall, at its sole cost and expense,
restore the Premises, as nearly as possible, to the condition in which they existed prior to the Temporary Taking.


 


12.5           
Prosecution of Condemnation Claim. Landlord shall be entitled to prosecute any action
or proceeding relating to any taking and, except as specifically provided in Section 12.4, shall be entitled to all awards, damages,
consequential damages and compensation for such taking, and Tenant shall not be entitled to share in any such award or have any
claim against Landlord for any part of such award; provided, however, that Tenant may make a separate claim against the condemning
authority for its trade fixtures, personal property, moving expenses and consequential damages.


 






    	13



    	 



    

 





Article
13. 



RIGHT TO INSPECT


 


13.1           
Landlord’s Access. The Landlord reserves the right to enter upon the Premises
and inspect and examine the Property during business hours, provided that Landlord has given Tenant forty-eight (48) hours written
notice of Landlord’s intent to do so. Notwithstanding the foregoing, however, such advance written notice shall not be required
in the event of an emergency requiring access to the Premises.


 


13.2           
“For Rent” Signage and Premises Access. Within one hundred eighty (180)
days prior to the Expiration Date, Tenant agrees to allow Landlord reasonable access to the Premises to show the premises, and
to place “for rent” signs on the Premises.


 


Article
14. 



DESTRUCTION OF THE PREMISES


 


14.1           
Complete Casualty. In the event the Premises shall be destroyed or so damaged by fire,
explosion, windstorm or other casualty as to be entirely untenantable, Landlord may either:


 


(a)                
terminate this Lease by providing written notice to Tenant within ninety (90) days of such
damage or destruction; or


 


(b)                
notify Tenant of Landlord’s intent to restore the Premises within a reasonable period
of time, at Landlord’s sole cost and expense, by providing written notice of such intent within ninety (90) days of such
damage or destruction; provided, however, that (i) Landlord shall not be obligated to expend for such restoration
an amount in excess of the insurance proceeds actually received by Landlord as a result of such damage or destruction, and (ii)
Tenant shall be solely responsible for the repair and replacement of any of Tenant’s furnishings, fixtures or equipment,
as well as all items of Tenant’s personal property. Landlord shall provide Tenant with an estimate of the time that will
be needed to repair the Premises.


 


14.2           
Tenant’s Right to Terminate. In the event that the Premises cannot be repaired
within one hundred eighty (180) days after the date of the damage or destruction, or with an amount that is equal to or less than
the amount of the insurance proceeds actually received by Landlord as a result of such damage or destruction, then Tenant shall
have the right to terminate this Lease by providing Landlord written notice of its intent to terminate within sixty (60) days
following Tenant’s receipt of written notice pursuant to Section 14.1(b). In the event that the Premises is not actually
repaired within one hundred eighty (180) days after the date of the damage or destruction, Tenant shall also have the right to
terminate this Lease by providing Landlord written notice of its intent to terminate within sixty (60) days after the one hundred
eightieth (180th) day following the date of the damage or destruction.


 


14.3           
Partial Casualty. If the Premises shall be damaged but not unfit for occupancy, then
the Landlord shall repair and restore the same with reasonable promptness to as near as practicable its preexisting condition.


 






    	14



    	 



    

 





14.4           
Rent Abatement. During any period of time that the Premises, or any portion thereof,
is not useable by Tenant as a result of a complete casualty described in Section 14.1, or a partial casualty as described
in Section 14.3, Base Rent shall be abated on a pro rata basis.


 


Article
15. 



TENANT’S DEFAULT


 


15.1           
Tenant’s Default. The following shall be considered “Events of Default”
by the Tenant under this Lease:


 


(a)                
Failure to pay Base Rent or Operating Expenses after the date that such Base Rent or Operating
Expenses are due, which failure continues for a period of five (5) days after Tenant receives written notice of such failure from
Landlord;


 


(b)                
Failure to pay any other amount due under this Lease within thirty (30) days after Tenant
receives written notice of such failure from Landlord;


 


(c)                
Failure to do, observe, keep and perform any of the terms, covenants, conditions, agreements
and/or provisions of this Lease where such failure continues for thirty (30) days after written notice of such failure by Landlord
to Tenant, except that this thirty (30) day period shall be extended for a reasonable period of time if the alleged default is
not reasonably capable of cure within said thirty (30) day period and Tenant proceeds to diligently cure the default;


 


(d)                
The adjudication of the Tenant as bankrupt or the appointment of a permanent receiver or trustee
in bankruptcy for the Tenant’s property, or the appointment of a temporary receiver which is not vacated or set aside within
ninety (90) days from the date of such appointment.


 


15.2           
Landlord’s Remedies. In the event of any such uncured Events of Default by Tenant,
after notice, if so required, and at any time thereafter, Landlord may, at its option, exercise of any other right or remedy it
may have on account of such default, and without any further demand notice:


 


(a)                
Landlord, without any obligation to do so, may elect to cure the Event of Default on behalf
of Tenant, in which event Tenant shall reimburse Landlord upon demand for any reasonable sums paid or costs incurred by Landlord
(together with an administrative fee of ten percent (10.0%) thereof) in curing the Event of Default, plus interest at the Interest
Rate, from the respective dates of Landlord’s incurring such costs until they are repaid by Tenant, which sums and costs
together with interest at the Interest Rate shall be deemed additional rent;


 


(b)                
Subject to Landlord’s compliance with all applicable Laws, to enter the Premises and
repossess the Property, by breaking open locked doors if necessary, and remove all persons and all or any property, by action at
law or otherwise, without being liable for prosecution or damages. Landlord may, at Landlord’s option, make alterations and
repairs in order to relet the Property and relet all or any part(s) of the Property for Tenant’s account. Tenant agrees to
pay to Landlord on demand any deficiency (taking into account all costs incurred by Landlord, except any costs and expenses that
Tenant reasonably establishes could have been avoided) that may arise by reason of such reletting, provided that Landlord uses
commercially reasonable efforts to mitigate its damages. In the event of reletting without termination of this Lease, Landlord
may at any time thereafter elect to terminate this Lease for such previous breach.


 






    	15



    	 



    

 





(c)                
To accelerate the whole or any part of the Base Rent for the balance of the Term, and declare
the same to be immediately due and payable, subject to reduction by rent and additional rent received by a replacement tenant the
during the period of the Term and provided that Landlord uses commercially reasonable efforts to mitigate its damages. 


 


(d)           To terminate
this Lease and the Term without any right on the part of Tenant to save the forfeiture by payment of any sum due or by other performance
of any condition, term or covenant broken.


 


Article
16. 



LANDLORD’S DEFAULT


 


16.1           
Landlord’s Default. Landlord shall be deemed to be in default under this Lease
if Landlord fails to comply with any condition of this Lease within thirty (30) days after Tenant provides written notice of such
failed condition to Landlord; provided, however, that Landlord shall have such longer period of time as may be reasonably necessary
to cure the default so long as Landlord proceeds promptly to commence the cure within the said thirty (30) days and then diligently
proceeds to cure.


 


16.2           
Tenant’s Remedies. In the event of an uncured default by Landlord, after notice,
if so required, Tenant may, at its option:


 


(a)                
Terminate this Lease by providing written notice to Landlord within sixty (60) days following
notice to Landlord of such default; or


 


(b)                
Exercise any other right or remedy available at law or in equity.


 


Article
17. 



INDEMNIFICATION


 


17.1           
Tenant agrees to indemnify, defend, and hold harmless Landlord from and against any and all
claims and out-of-pocket damages and expenses, including reasonable attorneys’ fees for the defense thereof (collectively,
“Losses”), arising from Tenant’s use or occupancy of the Property or from any default on the part of Tenant
under the terms of this Lease, or from any act or negligence of Tenant, its agents, contractors, servants, employees, subtenants,
concessionaires or licensees, or others for whose acts Tenant is responsible. Landlord shall not be liable, and Tenant waives all
claims, for damage to person or property sustained by Tenant or Tenant’s employees, agents, servants, invitees and customers
resulting from Tenant’s use or occupancy of the Property, or by reason of the Property or any appurtenances thereof becoming
out of repair, or resulting from any accident in or about the Premises or the Land or use of the Property, in all cases except
due to Landlord’s negligence or willful misconduct. All property belonging to Tenant or any occupant of the Premises shall
be there at the risk of Tenant or such other person only, and Landlord shall not be liable for damage thereto or theft or misappropriation
thereof, unless due to the negligence or willful misconduct of Landlord or its agents, contractors, servants, employees, subtenants,
concessionaires or licensees, or others for whose acts Landlord is responsible.


 






    	16



    	 



    

 





17.2           
Landlord agrees to indemnify, defend, and hold harmless Tenant from and against any and all
Losses arising from any default on the part of Landlord under the terms of this Lease, or from the negligence or willful misconduct
of Landlord, its agents, contractors, servants, employees, subtenants, concessionaires or licensees, or others for whose acts Landlord
is responsible. 


 


17.3           
In connection with any indemnification or defense obligation by
one party (the “Indemnifying Party”) to the other party (the “Indemnified Party”) under this
Lease that results from, or arises out of, any claim or legal proceeding by a person who is not a party to this Agreement (a “Third
Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice as promptly as reasonably practicable
after it becomes aware of such Third Party Claim, which notice shall specify in reasonably sufficient detail (to the extent known)
the facts alleged to give rise to a claim and, if applicable, the amount the Indemnified Party is seeking from the Indemnifying
Party. The Indemnifying Party may, at its sole cost and expense and promptly and timely upon receiving written notice of the Third
Party Claim from the Indemnified Party, assume the defense of the Third Party Claim on behalf of the Indemnified Party; provided,
however, that the Indemnifying Party shall not settle any Third Party Claim
without the prior written consent of the Indemnified Party unless such settlement both: (a) contains no admission of wrongdoing,
culpability, or other liability of the Indemnified Party; and (b) contains a complete, total, and unconditional release of the
Indemnified Party with respect to the Third Party Claim. The Indemnified Party shall be entitled to participate in (but not control)
the defense of any Third Party Claim, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense
of a Third Party Claim, the Indemnified Party may defend against the Third Party Claim in such manner as the Indemnified Party
may deem appropriate, including, but not limited to, settling such Third Party Claim on such terms as the Indemnifying Party may
deem appropriate after giving notice thereof to the Indemnifying Party, and the Indemnified Party shall be entitled to prompt indemnification
from the Indemnifying Party for all of the Losses incurred in connection with the Indemnified Party’s defense and resolution
of such Third-Party Claim. Failure or delay by the Indemnified Party to give prompt notice of any Third Party Claim shall not release,
waive or otherwise affect an Indemnifying Party’s obligations with respect to the Third Party Claim, except to the extent
that the Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure or delay.


 


Article
18. 



NOTICES


 


18.1           
Form of Notice. Except as otherwise expressly provided in this Lease, any bills, statements,
notices, demands, requests, consents or other communications given or required to be given under this Lease shall be effective
only if given in writing signed by the party giving the same, or its attorney, and sent by (a) certified or registered U.S. mail,
postage prepaid, return receipt requested, (b) personal delivery, or (c) a nationally recognized overnight courier service, addressed
as follows:


 






    	17



    	 



    

 





If to Landlord:


 


Just Pick, LLC





401 N. Wickham
Road





Melbourne, FL
32835





Attention: Niraj Patel


 


With a copy
to (which shall 





not constitute
notice):


 


Nelson Mullins
Riley & Scarborough, LLP





390 N. Orange
Ave.





Suite 1400





Orlando, FL 32801





Attention: Matt
Armstrong





Phone: (407) 839-4200


 


If to Tenant:


 


Kaival Brands
Innovations Group, Inc.





401 N. Wickham
Road





Melbourne, FL
32835





Attention: KAVL-Corporate


 


with a copy to (which shall





not constitute notice):


 


Baker & Hostetler
LLP





200 S. Orange
Ave., Suite 2300





Orlando, FL 32801





Attention: Keith
Durkin


 


18.2            Timing
of Notice.  Any such bill, statement, notice, demand, request, consent or other communication shall be deemed to have
been rendered or given on the date which is: (a) three business (3) days after the date mailed; (b) one (1) business day
after deposit with a nationally recognized overnight courier service for overnight delivery; or (c) on the date of personal
delivery, as the case may be. Either party may change its address for delivery by giving notice to the other party as
provided in this Article 18.





 






    	18



    	 



    

 


Article
19. 



MISCELLANEOUS


 


19.1           
No Waiver. The receipt of Base Rent or additional rent by Landlord with knowledge
of any breach of this Lease by Tenant or of any default on the part of Tenant in the observance or performance of any of the conditions
or covenants of this Lease, shall not be deemed to be a waiver of any of the terms, covenants or conditions of this Lease. No
failure on the part of either the Landlord or the Tenant to enforce any term, covenant or condition of this Lease, nor any waiver
of any right by Landlord or Tenant shall discharge or invalidate such term, covenant or condition, or affect the right of Landlord
or Tenant to enforce the same in the event of any subsequent breach or default. Efforts by Landlord to mitigate the damages caused
by Tenant’s default shall not constitute a waiver of Landlord’s right to recover damages hereunder. No right or remedy
herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy provided herein or by law,
but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or
in equity. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the total amount due Landlord under
this Lease shall be deemed to be other than on account, nor shall any endorsement or statement on any check or payment be deemed
an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover
the balance of Rent due, or Landlord’s right to pursue any other available remedy.


 


19.2           
Captions. The Article and Section headings in this Lease are inserted only as a matter
of convenience in reference and are not to be given any effect in construing any provision of this Lease. All references in this
Lease to Article and Section numbers shall be deemed to refer to Articles and Sections and of this Lease unless otherwise stated.


 


19.3           
Successors and Assigns. The covenants and agreements contained in this Lease shall
apply to, inure to the benefit of, and be binding upon Landlord and Tenant and upon their respective successors and permitted
assigns, except as otherwise stated to the contrary in this Lease.


 


19.4           
Amendments; Modifications. This Lease may not be changed, cancelled or discharged
orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought. All understandings and agreements between Landlord and Tenant are merged in this Lease which represents
the entire agreement between the parties and which fully and completely sets forth all terms and conditions of the transactions
embodied in this Lease.


 


19.5           
Severability.If any term or provision of this Lease or any portion of a term or
provision of this Lease or the application of any such term or condition to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Lease
shall be valid and be enforced to the fullest extent permitted by law.


 


19.6           
Integration; Modification. This Lease, and any rider or Exhibit thereto, constitutes
the entire agreement among the parties, and contains all of the agreements among the parties with respect to the subject matter
hereof. This Lease supersedes any and all agreements, either oral or in writing, among the parties hereto with respect to the
subject hereof, all of which shall be of no further force or effect for any purpose and in connection with which Landlord and
Tenant shall have no further rights, obligations, liabilities, or responsibilities from and after the Effective Date, all of which
are hereby expressly waived and released by the parties. This Lease replaces any other lease between the parties with respect
to the Property and supersedes any prior terms or agreements of the parties with respect thereto. Furthermore, the amounts owed
under this Lease supersede and replace any prior amounts, fees or credits owed to or by any party hereto with respect to the Property,
except for all unpaid monthly rent of $1,000.00 per month for space within the Office Building that has been occupied by Tenant
prior to the Effective Date, which shall be paid in full by Tenant to Landlord within thirty (30) days after the Effective Date.



 






    	19



    	 



    

 





19.7           
Construction. The language in all parts of this Lease shall in all cases be construed
as a whole according to its fair meaning, and without implying a presumption that the terms in the Lease shall be more strictly
construed against one party by reason the rule of construction that a document is to be construed more strictly against the person
who himself or through his agent prepared the Lease, it being agreed that representatives of both parties have reviewed and participated
in the preparation of the Lease.


 


19.8           
Computation of Time. All periods of time referred to in this Lease shall include all
Saturdays, Sundays and state or federal holidays; provided, however, that if the date or last day to perform any act or give any
notice with respect to this Lease shall fall on a Saturday, Sunday, or state or federal holiday, such act or notice shall be timely
performed if given on the next succeeding day which is not a Saturday, Sunday, state or federal holiday. Time is of the essence
for all rights and obligations under this Lease.


 


19.9            No
Agency. The parties agree that the business relationship created under this Lease is solely that of Landlord and Tenant.
Nothing contained in the Lease shall constitute Tenant as an agent, legal representative, partner, subsidiary, joint venturer
or other business relationship between Landlord and Tenant. Tenant shall have no right or power to and shall not bind or
obligate Landlord in any way, manner or thing whatsoever, nor represent that it has the right to do so.


 


19.10        
Authority. The persons signing this Lease on behalf of Landlord and Tenant each represent
and warrant that they have the legal right and authority to sign the Lease on behalf of the party he is signing for, and that
no other signature or action is required in order to bind such party to the terms of this Lease.


 


19.11        
Brokers. Landlord and Tenant each represent and warrant to the other that it has not
engaged the services of any real estate broker or agent in any way connected with this transaction. Each party agrees to indemnify
and hold the other party harmless from Losses resulting from a commission or other fee due as a result of this transaction due
to the act(s) or omissions of one party. This provision shall survive expiration or termination of this Lease.


 


19.12        
Other Representations, Warranties, and Covenants
of Landlord. Landlord represents and warrants
to Tenant that: (a) the Premises are separately taxed and assessed with all utilities available and separately metered; (b) the
Premises are not subject to any cost-sharing, contribution or any other financial arrangement or agreement involving any other
property with respect to common area maintenance costs, insurance costs, taxes, utilities and/or any other costs or fees; and
(c) there are no declarations, covenants, conditions, and restrictions, or similar instruments that are recorded on the Effective
Date in the public records of any jurisdiction in which the Premises are located that would materially impair or affect Tenant’s
occupancy of the Premises or the Permitted Use at the Premise during the Term. 





 






    	20



    	 



    

 





19.13        
Counterparts. This Lease may be signed in any number of counterparts, each of which
when taken together shall be deemed to be a complete document.


 


19.14        
Governing Law. This Lease shall be governed by the internal laws of the State in of
Florida, without regard to principles of conflicts of law. Each of the parties hereby irrevocably and unconditionally submits,
for itself or himself and its or his property, to the exclusive jurisdiction of the state and federal courts in Brevard County,
Florida (the “Chosen Courts”), in any action or proceeding arising out of or relating to this Agreement or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding shall be heard and determined in any such Chosen Court. Each of the parties irrevocably
and unconditionally waives, to the fullest extent the party may legally and effectively do so, any objection (whether as a matter
of state or federal Law) that the party may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any Chosen Court. Without limiting the foregoing, each Party agrees that service of process
on such Party as provided for notice in Section 18.1 shall be deemed effective service of process on such Party.


 


19.15        
Radon Gas. As required by Florida statute,
the following notification is provided: “RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county health department.” 


 


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blank. Signature page follows.]


 






    	21



    	 



    




 


IN WITNESS WHEREOF,
the Landlord and Tenant have respectively signed this Lease as of the Effective Date.


 











	 	 	LANDLORD:
	 	 	 
	Date Signed: June 10, 2022	 	JUST PICK, LLC, a
    Florida limited liability
	 	 	company
	Attest/Witness:	 	 
	 	 	 
	 	 	By: /s/
    Nirajkumar Patel
	 	[signature]	 
	 	 	Print Name: Nirajkumar Patel,
    Manager
	Print Name:_____________________	 	 
	 	 	 
	 	[signature]	 
	Print Name:________________________	 	 
	 	 	 
	 		TENANT:
	 	 	 
	Date Signed: June 10, 2022	 	KAIVAL	BRANDS	INNOVATIONS
	 	 	GROUP, INC., a Delaware
    corporation
	Attest/Witness:	 	 
	 	 	 
	 	 	By: /s/
    Eric Mosser
	 	[signature]	 
	 	 	Print Name:
    Eric Mosser
	Print Name:_____________________	 	 
	 	 	Its: Chief Operating Officer
	 	 	 
	 	[signature]	 
	Print Name:________________________	 	 










 


[Remainder of Page Intentionally Blank. Exhibit
A Follows.]


 





SIGNATURE PAGE TO LEASE







 






    	 



    	 



    

 





EXHIBIT A


 


Legal
Description of THE LAND


 


 


 


[Remainder of Page Intentionally Blank. Exhibit
B Follows.]


 








EXHIBITS
TO LEASE







 






    	 



    	 



    

 





EXHIBIT
B


 


PREMESIS
LAYOUT


 





 


[Remainder of Page Intentionally Blank. Exhibit
C Follows.]


 








EXHIBITS
TO LEASE







 






    	 



    	 



    

 








EXHIBIT C


 


Personal
Property


 


[To be
provided.]


 


[End of Lease.]








 


EXHIBITS
TO LEASE