Exhibit
10.28 


 


LIMITED LIABILITY
COMPANY AGREEMENT


OF


IIP-MD
1 LLC


 


a Delaware limited liability company


 


Effective as of May 9, 2017





 






     


     


    

 


LIMITED LIABILITY COMPANY AGREEMENT


of


IIP-MD
1 LLC


 


This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”)
of IIP-MD 1 LLC (the “Company”) is effective as of the 9th day of May, 2017.


 


1.                 
Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”),
through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability
Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member
and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in
any respect with the Act, this Agreement shall control.


 


2.                 
Member. The Member is the sole member of the Company.


 


3.                 
Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged
under applicable law (including, without limitation, the Act).


 


4.                 
Name. The name of the Company shall be “IIP-MD 1 LLC.”


 


5.                 
Principal Place of Business; Other Places of Business. The principal place of business of the Company is 17190 Bernardo
Center Drive, San Diego, California 92128. The Company may have such other offices as the Member may designate from time to time.


 


6.                 
Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement
is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.


 


7.                 
Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of
State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.


 


8.                 
Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the
Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making
duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent
delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents
in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have
such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws
of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals
are hereby designated as the initial officers of the Company:


 






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	Name	 	Title
	Alan Gold	 	Executive Chairman
	Paul Smithers	 	President and Chief Executive Officer
	Robert Sistek	 	Chief Financial Officer and Executive Vice President, Investments
	Catherine Hastings	 	Chief Accounting Officer and Treasurer
	Brian Wolfe	 	Vice President, General Counsel and Secretary




 


9.                
Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time
to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity
may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or
the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit
thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.


 


10.              
Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit
to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires,
and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law
or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement,
the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance
on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise
existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.


 


11.              
Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member
shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt,
liability, or other obligation arises in contract, tort, or otherwise.


 


12.              
Contributions. The capital contributions of the Member are reflected on the books and records of the Company.


 


13.              
Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of
income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.


 


14.               Indemnification.
The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses,
claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments,
fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions,
suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the
Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any
act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to
indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising
in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company.
Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the
Company, and the Member shall have no liability or responsibility therefor.


 






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15.              
Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written
instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.


 


16.              
Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.


 


17.              
Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the
laws of Delaware without regard to other principles of conflicts of law.


 


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IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement effective as of the date first set forth above. 


 


MEMBER


 


IIP Operating Partnership, LP


a Delaware limited partnership


 


	By:  	Innovative
    Industrial Properties, Inc.,	 
	 	its
    sole general partner	 
	 	 
	 	By:	/s/
    Brian Wolfe	 
	 	Name:	Brian
    Wolfe	 
	 	Title:	Vice
President	 




 


COMPANY


 


IIP-MD 1 LLC,


a Delaware limited liability company


 


	By:	IIP
    Operating Partnership, LP,	 
	 	its
    sole Member	 
	 	 
	 	By:	Innovative
    Industrial Properties, Inc.,	 
	 	 	its
    sole general partner	 
	 	 
	 	 	By:	/s/
    Brian Wolfe	 
	 	 	Name:	Brian
    Wolfe	 
	 	 	Title:	Vice
    President	 




 






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