a210516_skyex5910pacific






1.6 Sublessee's Share of Opera ng Expenses: percent ( 25 %) ("Sublessee's Share"). In the event that that size of the Premises 1. Basic Provisions ("Basic Provisions"). 1.1 Par es: This Sublease ("Sublease"), dated for reference purposes only April 30, 2021 , is made by and between Emerald Health Pharmaceuticals Inc. ("Sublessor") and Skye Bioscience ("Sublessee"), (collec vely the "Par es", or individually a "Party"). 1.2(a) Premises: That certain por on of t he Project ( as defined below), commonly known as ( street address, unit/suite, city, s tate) 5910 Pacific Center Boulevard, Suite 320, San Diego, CA 92121 ("Premises"). The Premises are l ocated i n t he County of   San Diego and consists of 3 cubicles and 1 office, plus use of common areas and conference room. In addi on t o Sublessee's r ights t o use and occupy t he Premises as  hereina er specified, Sublessee shall have nonexclusive r ights t o t he Common Areas ( as defined below) as hereina er specified, but shall not have any r ights t o t he  roof, t he exterior walls, or t he u lity r aceways of t he building containing t he Premises ( "Building") or t o any other buildings i n t he Project. The Premises, t he  Building, t he Common Areas, t he l and upon which t hey are l ocated, along with all other buildings and i mprovements t hereon, are herein collec vely r eferred t o as  the "Project." 1.2(b) Parking: unreserved and reserved vehicle parking spaces. 1.3 Term: Month to month commencing May 16, 2021 ("Commencement Date")  with a thirty day  (30) notice of termination ("Expira on Date"). 1.4 Early Possession: If the Premises are available Sublessee may have non-exclusive possession of the Premises commencing ("Early Possession Date"). 1.5 Base Rent: $4,000.00 per month ("Base Rent"), payable on the first day of each month commencing June 1, 2021 . If this box is checked, there are provisions in this Sublease for the Base Rent to be adjusted. and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modifica on. 1.7 Base Rent and OtherMonies Paid Upon Execu on: agency rela onships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"): Sublessor's Brokerage Firm License No. is the broker of (check one): the Sublessor; or both the Sublessee and Sublessor (dual agent). Sublessor's Agent License No. is (check one): the Sublessor's Agent (salesperson or broker associate); or both the Sublessee's Agent and the Sublessor's Agent (dual agent). Sublessee's Brokerage Firm License No. is the broker of (check one): the Sublessee; or both the Sublessee and Sublessor (dual agent). Sublessee's Agent License No. is (check one): the Sublessee's Agent (salesperson or broker associate); or both the Sublessee's Agent and the Sublessor's Agent (dual agent). separatewri en agreement (or if there is no such agreement, the sum of or % of the total Base Rent) for the brokerage services rendered by the Brokers. 1.10 Guarantor. The obliga ons of the Sublessee under this Sublease shall be guaranteed by ("Guarantor"). 1.11 A achments. A ached hereto are the following, all of which cons tute a part of this Sublease: an Addendum consis ng of Paragraphs through ; a plot plan depic ng the Premises and/or Project; a current set of the Rules and Regula ons; aWork Le er; a copy of the Master Lease and any and all amendments to such lease (collec vely the "Master Lease"); SUBLEASE FORMULTIPLE TENANTS To be used if there will be one ormore sublessees sharing the space with each other and/or the lessee, whether or not the space (Premises) is a single tenant building or is located in amul -tenant building. If theen re space (Premises) will be subleased by a single sublessee, whether or not the space (Premises) is a single tenant building or is located in amul -tenant building, use the Sublease for a Single Sublessee. (a) Base Rent: $2,000.00 for the period May 16 - 31, 2021 . (b) Security Deposit: $4,000.00 ("Security Deposit") (c) Other: for . (d) Total Due Upon Execu on of this Lease: $6,000.00 . 1.8 Agreed Use: The Premises shall be used and occupied only for office and for no other purposes.  1.9 Real Estate Brokers. (a) Representa on: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Rela onship, confirms and consents to the following (b) Payment to Brokers: Upon execu on and delivery of this Sublease by both Par es, Sublessor shall pay to the Brokers the brokerage fee agreed to in a twenty-five 0 DocuSign Envelope ID: 1D06B274-FBF4-41FA-9AA7-D35062EFD72F 





 






other (specify): . 2. Premises. 2.1 Le ng. Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and condi ons set forth in this Sublease. While the approximate square footage of the Premises may have been used in themarke ng of the Premises for purposes of comparison, the Base Rent stated herein is NOT ed to square footage and is not subject to adjustment should the actual size be determined to be different. Note: Sublessee is advised to verify the actual size prior to execu ng this Sublease. 2.2 Condi on. Sublessor shall deliver the Premises to Sublessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and warrants that the exis ng electrical, plumbing, fire sprinkler, ligh ng, hea ng, ven la ng and air condi oning systems ("HVAC"), and any items which the Sublessor is obligated to construct pursuant to the Work Le er a ached hereto, if any, other than those constructed by Sublessee, shall be in good opera ng condi on on said date. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunc on or fail within the appropriate warranty period, Sublessor shall, as Sublessor's sole obliga on with respect to suchma er, except as otherwise provided in this Sublease, promptly a er receipt ofwri en no ce from Sublessee se ng forth with specificity the nature and extent of such non-compliance, malfunc on or failure, rec fy same at Sublessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements. If Sublessee does not give Sublessor the required no cewithin the appropriate warranty period, correc on of any such non-compliance, malfunc on or failure shall be the obliga on of Sublessee at Sublessee's sole cost and expense. 2.3 Compliance. Sublessor warrants that any improvements, altera ons or u lity installa onsmade or installed by or on behalf of Sublessor to or on the Premises comply with all applicable covenants or restric ons of record and applicable building codes, regula ons and ordinances ("Applicable Requirements") in effect on the date that they were made or installed. Sublessor makes no warranty as to the use to which Sublessee will put the Premises or to modifica onswhich may be required by the Americans with Disabili es Act or any similar laws as a result of Sublessee's use. NOTE: Sublessee is responsible for determining whether or not the zoning and other Applicable Requirements are appropriate for Sublessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Sublessor shall, except as otherwise provided, promptly a er receipt ofwri en no ce from Sublessee se ng forth with specificity the nature and extent of such non-compliance, rec fy the same. 2.4 Acknowledgements. Sublessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Sublessor and/or Brokers to sa sfy itself with respect to the condi on of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabili es Act), and their suitability for Sublessee's intended use, (c) Sublessee has made such inves ga on as it deems necessary with reference to suchma ers and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representa on as to the size of the Premises made by Brokers or Sublessor, (e) the square footage of the Premises was not material to Sublessee's decision to sublease the Premises and pay the Rent stated herein, and (f) neither Sublessor, Sublessor's agents, nor Brokers have made any oral orwri en representa ons orwarran es with respect to saidma ers other than as set forth in this Sublease. In addi on, Sublessor acknowledges that: (i) Brokers have made no representa ons, promises or warran es concerning Sublessee's ability to honor the Sublease or suitability to occupy the Premises, and (ii) it is Sublessor's sole responsibility to inves gate the financial capability and/or suitability of all proposed tenants. 2.5 Americans with Disabili es Act. In the event that as a result of Sublessee's use, or intended use, of the Premises the Americans with Disabili es Act or any similar law requiresmodifica ons or the construc on or installa on of improvements in or to the Premises, Building, Project and/or Common Areas, the Par es agree that such modifica ons, construc on or improvements shall be made at: Sublessor's expense Sublessee's expense. 2.6 Vehicle Parking. Sublessee shall be en tled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those por ons of the Common Areas designated from me to me for parking. Sublessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pickup trucks, herein called "Permi ed Size Vehicles." Sublessor may regulate the loading and unloading of vehicles by adop ng Rules and Regula ons as provided in Paragraph 2.9. No vehicles other than Permi ed Size Vehicles may be parked in the CommonArea without the prior wri en permission of Sublessor. (a) Sublessee shall not permit or allow any vehicles that belong to or are controlled by Sublessee or Sublessee's employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Sublessor for such ac vi es. (b) Sublessee shall not service or store any vehicles in the Common Areas. (c) If Sublessee permits or allows any of the prohibited ac vi es described in this Paragraph 2.6, then Sublessor shall have the right, without no ce, in addi on to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Sublessee, which cost shall be immediately payable upon demand by Sublessor. 2.7 Common Areas - Defini on. The term "Common Areas" is defined as all areas and facili es outside the Premises and within the exterior boundary line of the Project and interior u lity raceways and installa onswithin the Premises that are provided and designated by the Sublessor from me to me for the general nonexclusive use of Sublessor, Sublessee and other tenants of the Project and their respec ve employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roofs, roadways, walkways, driveways and landscaped areas. 2.8 Common Areas - Sublessee's Rights. Sublessor grants to Sublessee, for the benefit of Sublessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Sublease, the nonexclusive right to use, in common with others en tled to such use, the Common Areas as they exist from me to me, subject to any rights, powers, and privileges reserved by Sublessor under the terms hereof or under the terms of any rules and regula ons or restric ons governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permi ed only by the prior wri en consent of Sublessor or Sublessor's designated agent, which consent may be revoked at any me. In the event that any unauthorized storage shall occur then Sublessor shall have the right, without no ce, in addi on to such other rights and remedies that it may have, to remove the property and charge the cost to Sublessee, which cost shall be immediately payable upon demand by Sublessor. 2.9 Common Areas - Rules and Regula ons. Sublessor or such other person(s) as Sublessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from me to me, to establish, modify, amend and enforce reasonable rules and regula ons ("Rules and Regula ons") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preserva on of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Sublessee agrees to abide by and conform to all such Rules and Regula ons, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Sublessor shall not be responsible to Sublessee for the noncompliance with said Rules and Regula ons by other tenants of the Project. 2.10 Common Areas - Changes. Sublessor shall have the right, in Sublessor's sole discre on, from me to me: (a) To make changes to the Common Areas, including, without limita on, changes in the loca on, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direc on of traffic, landscaped areas, walkways and u lity raceways; DocuSign Envelope ID: 1D06B274-FBF4-41FA-9AA7-D35062EFD72F 





 






(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To add addi onal buildings and improvements to the Common Areas; (d) To use the Common Areas while engaged in making addi onal improvements, repairs or altera ons to the Project, or any por on thereof; and (e) To do and perform such other acts and make such other changes in, to or with respect to the CommonAreas and Project as Sublessor may, in the exercise of sound business judgment, deem to be appropriate. 3. Possession. 3.1 Early Possession. Any provision herein gran ng Sublessee Early Possession of the Premises is subject to and condi oned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Sublessee totally or par ally occupies the Premises prior to the Commencement Date, the obliga on to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Sublease (including but not limited to the obliga ons to pay Sublessee's Share of CommonArea Opera ng Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period. Any such Early Possession shall not affect the Expira on Date. 3.2 Delay in Commencement. Sublessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises by the Commencement Date. If, despite said efforts, Sublessor is unable to deliver possession as agreed, the rights and obliga ons of Sublessor and Sublessee shall be as set forth in Paragraph 3.3 of the Master Lease (as modified by Paragraph 6.3 of this Sublease). 3.3 Sublessee Compliance. Sublessor shall not be required to tender possession of the Premises to Sublessee un l Sublessee complies with its obliga on to provide evidence of insurance. Pending delivery of such evidence, Sublessee shall be required to perform all of its obliga ons under this Sublease from and a er the Start Date, including the payment of Rent, notwithstanding Sublessor's elec on to withhold possession pending receipt of such evidence of insurance. Further, if Sublessee is required to perform any other condi ons prior to or concurrent with the Start Date, the Start Date shall occur but Sublessor may elect to withhold possession un l such condi ons are sa sfied. 4. Rent and Other Charges. 4.1 Rent Defined. All monetary obliga ons of Sublessee to Sublessor under the terms of this Sublease (except for the Security Deposit) are deemed to be rent ("Rent"). Rent shall be payable in lawful money of the United States to Sublessor at the address stated herein or to such other persons or at such other places as Sublessor may designate in wri ng. 4.2 Common AreaOpera ng Expenses. Sublessee shall pay to Sublessor during the term hereof, in addi on to the Base Rent, Sublessee's Share of all CommonArea Opera ng Expenses, as hereina er defined, during each calendar year of the term of this Sublease, in accordance with the following provisions: (a) "Common AreaOpera ng Expenses" are defined, for purposes of this Sublease, as those costs incurred by Sublessor rela ng to the opera on of the Project, which are included in the following list: (i) Costs related to the opera on, repair and maintenance, in neat, clean, good order and condi on, but not the replacement of the following: (aa) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irriga on systems, Common Area ligh ng facili es, fences and gates, elevators, roofs, and roof drainage systems. (bb) Exterior signs and any tenant directories. (cc) Any fire sprinkler systems. (ii) The cost of water, gas, electricity and telephone to service the Common Areas and any u li es not separately metered. (iii) The cost of trash disposal, pest control services, property management, security services, and the costs of any environmental inspec ons. (iv) Reserves set aside for maintenance and repair of Common Areas. (v) Real Property Taxes. (vi) Insurance premiums. (vii) Any deduc ble por on of an insured loss concerning the Building or the Common Areas. (b) The inclusion of the improvements, facili es and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obliga on upon Sublessor to either have said improvements or facili es or to provide those services unless Sublessor already provides the services, or Sublessor has agreed elsewhere in this Sublease to provide the same or some of them. (c) Sublessee's Share of Common AreaOpera ng Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such payments shall be based on Sublessor's es mate of the Common Area Opera ng Expenses. Within 60 days a er wri en request (but notmore than once each year) Sublessor shall deliver to Sublessee a reasonably detailed statement showing Sublessee's Share of the actual Common Area Opera ng Expenses incurred during the preceding year. If Sublessee's payments under this Paragraph 4.2(c) during the preceding year exceed Sublessee's Share as indicated on such statement, Sublessor shall credit the amount of such overpayment against Sublessee's Share of CommonArea Opera ng Expenses next becoming due. If Sublessee's payments under this Paragraph 4.2(c) during the preceding year were less than Sublessee's Share as indicated on such statement, Sublessee shall pay to Sublessor the amount of the deficiencywithin 10 days a er delivery by Sublessor to Sublessee of the statement. 4.3 U li es. Sublessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other u li es and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any me in Sublessor's sole judgment, Sublessor determines that Sublessee is using a dispropor onate amount of water, electricity or other commonly metered u li es, or that Sublessee is genera ng such a large volume of trash as to require an increase in the size of the dumpster and/or an increase in the number of mes per month that the dumpster is emp ed, then Sublessor may increase Sublessee's Base Rent by an amount equal to such increased costs. 5. Security Deposit. The rights and obliga ons of Sublessor and Sublessee as to said Security Deposit shall be as set forth in Paragraph 5 of theMaster Lease (as modified by Paragraph 6.3 of this Sublease). 6. Master Lease. 6.1 Sublessor is the lessee of the Premises by virtue of the "Master Lease", wherein G&I VIII Sorrento LP, a Delaware limited partnership is the lessor, hereina er the "Master Lessor". 6.2 This Sublease is and shall be at all mes subject and subordinate to theMaster Lease. 6.3 The terms, condi ons and respec ve obliga ons of Sublessor and Sublessee to each other under this Sublease shall be the terms and condi ons of the Master Lease except for those provisions of theMaster Lease which are directly contradicted by this Sublease in which event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in theMaster Lease the word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein. 6.4 During the term of this Sublease and for all periods subsequent for obliga ons which have arisen prior to the termina on of this Sublease, Sublessee does DocuSign Envelope ID: 1D06B274-FBF4-41FA-9AA7-D35062EFD72F 





 






hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obliga on of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: . 6.5 The obliga ons that Sublessee has assumed under paragraph 6.4 hereof are hereina er referred to as the "Sublessee's Assumed Obliga ons". The obliga ons that sublessee has not assumed under paragraph 6.4 hereof are hereina er referred to as the "Sublessor's RemainingObliga ons". 6.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable a orneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obliga ons. 6.7 Sublessor agrees to maintain the Master Lease during the en re term of this Sublease, subject, however, to any earlier termina on of the Master Lease without the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obliga ons and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's RemainingObliga ons. 6.8 Sublessor represents to Sublessee that theMaster Lease is in full force and effect and that no default exists on the part of any Party to the Master Lease. 7. Assignment of Sublease and Default. 7.1 Sublessor hereby assigns and transfers to Master Lessor the Sublessor's interest in this Sublease, subject however to the provisions of Paragraph 8.2 hereof. 7.2 Master Lessor, by execu ng this document, agrees that un l a Default shall occur in the performance of Sublessor's Obliga ons under theMaster Lease, that Sublessor may receive, collect and enjoy the Rent accruing under this Sublease. However, if Sublessor shall Default in the performance of its obliga ons to Master Lessor thenMaster Lessor may, at its op on, receive and collect, directly from Sublessee, all Rent owing and to be owed under this Sublease. Master Lessor shall not, by reason of this assignment of the Sublease nor by reason of the collec on of the Rent from the Sublessee, be deemed liable to Sublessee for any failure of the Sublessor to perform and comply with Sublessor's Remaining Obliga ons. 7.3 Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt of anywri en no ce from the Master Lessor sta ng that a Default exists in the performance of Sublessor's obliga ons under theMaster Lease, to pay to Master Lessor the Rent due and to become due under the Sublease. Sublessor agrees that Sublessee shall have the right to rely upon any such statement and request from Master Lessor, and that Sublessee shall pay such Rent to Master Lessor without any obliga on or right to inquire as to whether such Default exists and notwithstanding any no ce from or claim from Sublessor to the contrary and Sublessor shall have no right or claim against Sublessee for any such Rent so paid by Sublessee. 7.4 No changes or modifica ons shall be made to this Sublease without the consent of Master Lessor. 8. Consent of Master Lessor. 8.1 In the event that the Master Lease requires that Sublessor obtain the consent ofMaster Lessor to any suble ng by Sublessor then, this Sublease shall not be effec ve unless, within 10 days of the date hereof, Master Lessor signs this Sublease thereby giving its consent to this Suble ng. 8.2 In the event that the obliga ons of the Sublessor under theMaster Lease have been guaranteed by third par es, then neither this Sublease, nor the Master Lessor's consent, shall be effec ve unless, within 10 days of the date hereof, said guarantors sign this Sublease thereby giving their consent to this Sublease. 8.3 In the event that Master Lessor does give such consent then: (a) Such consent shall not release Sublessor of its obliga ons or alter the primary liability of Sublessor to pay the Rent and perform and comply with all of the obliga ons of Sublessor to be performed under the Master Lease. (b) The acceptance of Rent byMaster Lessor from Sublessee or any one else liable under the Master Lease shall not be deemed a waiver by Master Lessor of any provisions of theMaster Lease. (c) The consent to this Sublease shall not cons tute a consent to any subsequent suble ng or assignment. (d) In the event of any Default of Sublessor under theMaster Lease, Master Lessor may proceed directly against Sublessor, any guarantors or any one else liable under the Master Lease or this Sublease without first exhaus ngMaster Lessor's remedies against any other person or en ty liable thereon to Master Lessor. (e) Master Lessormay consent to subsequent suble ngs and assignments of the Master Lease or this Sublease or any amendments ormodifica ons thereto without no fying Sublessor or any one else liable under the Master Lease and without obtaining their consent and such ac on shall not relieve such persons from liability. (f) In the event that Sublessor shall Default in its obliga ons under theMaster Lease, thenMaster Lessor, at its op on and without being obligated to do so,may require Sublessee to a orn to Master Lessor in which eventMaster Lessor shall undertake the obliga ons of Sublessor under this Sublease from the me of the exercise of said op on to termina on of this Sublease but Master Lessor shall not be liable for any prepaid Rent nor any Security Deposit paid by Sublessee, nor shall Master Lessor be liable for any other Defaults of the Sublessor under the Sublease. 8.4 The signatures of theMaster Lessor and any Guarantors of Sublessor at the end of this document shall cons tute their consent to the terms of this Sublease. 8.5 Master Lessor acknowledges that, to the best of Master Lessor's knowledge, no Default presently exists under theMaster Lease of obliga ons to be performed by Sublessor and that theMaster Lease is in full force and effect. 8.6 In the event that Sublessor Defaults under its obliga ons to be performed under theMaster Lease by Sublessor, Master Lessor agrees to deliver to Sublessee a copy of any such no ce of default. Sublessee shall have the right to cure any Default of Sublessor described in any no ce of default if Sublessee does so within the same number of days set forth in the no ce of default given to Sublessor. If such Default is cured by Sublessee then Sublessee shall have the right of reimbursement and offset from and against Sublessor. 9. Addi onal Brokers Commissions. 9.1 Sublessor agrees that if Sublessee exercises any op on or right of first refusal as granted by Sublessor herein, or any op on or right substan ally similar thereto, either to extend the term of this Sublease, to renew this Sublease, to purchase the Premises, or to lease or purchase adjacent property which Sublessor may own or in which Sublessor has an interest, then Sublessor shall pay to Broker a fee in accordance with the schedule of Broker in effect at the me of the execu on of this Sublease. Notwithstanding the foregoing, Sublessor's obliga on under this Paragraph is limited to a transac on in which Sublessor is ac ng as a Sublessor, lessor or seller. 9.2 If a separate brokerage fee agreement is a ached thenMaster Lessor agrees that if Sublessee shall exercise any op on or right of first refusal granted to Sublessee by Master Lessor in connec onwith this Sublease, or any op on or right substan ally similar thereto, either to extend or renew theMaster Lease, to purchase the Premises or any part thereof, or to lease or purchase adjacent property which Master Lessor may own or in which Master Lessor has an interest, or if Broker is the procuring cause of any other lease or sale entered into between Sublessee and Master Lessor pertaining to the Premises, any part thereof, or any adjacent property which Master Lessor owns or in which it has an interest, then as to any of said transac ons,Master Lessor shall pay to Broker a fee, in cash, in accordance with the schedule a ached to such brokerage fee agreement. 9.3 Any fee due from Sublessor or Master Lessor hereunder shall be due and payable upon the exercise of any op on to extend or renew, upon the execu on DocuSign Envelope ID: 1D06B274-FBF4-41FA-9AA7-D35062EFD72F 





 






of any new lease, or, in the event of a purchase, at the close of escrow. 9.4 Any transferee of Sublessor's interest in this Sublease, or of Master Lessor's interest in the Master Lease, by accep ng an assignment thereof, shall be deemed to have assumed the respec ve obliga ons of Sublessor or Master Lessor under this Paragraph 9. Broker shall be deemed to be a third-party beneficiary of this paragraph 9. 10. Representa ons and Indemni es of Broker Rela onships. The Par es each represent and warrant to the other that it has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) in connec onwith this Sublease, and that no one other than said named Brokers and Agents is en tled to any commission or finder's fee in connec on herewith. Sublessee and Sublessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensa on or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or ac ons of the indemnifying Party, including any costs, expenses, a orneys' fees reasonably incurred with respect thereto. 11. A orney's fees. If any Party or Broker brings an ac on or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as herea er defined) in any such proceeding, ac on, or appeal thereon, shall be en tled to reasonable a orneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such ac on or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limita on, a Party or Broker who substan ally obtains or defeats the relief sought, as the case may be, whether by compromise, se lement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The a orneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all a orneys' fees reasonably incurred. In addi on, Sublessor shall be en tled to a orneys' fees, costs and expenses incurred in the prepara on and service of no ces of Default and consulta ons in connec on therewith, whether or not a legal ac on is subsequently commenced in connec onwith such Default or resul ng Breach ($200 is a reasonable minimum per occurrence for such services and consulta on). 12. No Prior or Other Agreements; Broker Disclaimer. This Sublease contains all agreements between the Par eswith respect to any ma er men oned herein, and no other prior or contemporaneous agreement or understanding shall be effec ve. Sublessor and Sublessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own inves ga on as to the nature, quality, character and financial responsibility of the other Party to this Sublease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and a orneys' fees), of any Broker with respect to nego a on, execu on, delivery or performance by either Sublessor or Sublessee under this Sublease or any amendment or modifica on hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Sublease; provided, however, that the foregoing limita on on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. Signatures to this Sublease accomplished bymeans of electronic signature or similar technology shall be legal and binding. 13. Accessibility; Americanswith Disabili esAct. (a) The Premises: have not undergone an inspec on by a Cer fied Access Specialist (CASp). Note: A Cer fied Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construc on-related accessibility standards under state law. Although state law does not require a CASp inspec on of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspec on of the subject premises for the occupancy or poten al occupancy of the lessee or tenant, if requested by the lessee or tenant. The par es shall mutually agree on the arrangements for the me and manner of the CASp inspec on, the payment of the fee for the CASp inspec on, and the cost of making any repairs necessary to correct viola ons of construc on-related accessibility standards within the premises. have undergone an inspec on by a Cer fied Access Specialist (CASp) and it was determined that the Premises met all applicable construc on-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspec on report at least 48 hours prior to execu ng this Lease and agrees to keep such report confiden al. have undergone an inspec on by a Cer fied Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construc on-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspec on report at least 48 hours prior to execu ng this Lease and agrees to keep such report confiden al except as necessary to complete repairs and correc ons of viola ons of construc on related accessibility standards. In the event that the Premises have been issued an inspec on report by a CASp the Lessor shall provide a copy of the disability access inspec on cer ficate to Lessee within 7 days of the execu on of this Lease. (b) Since compliance with the Americans withDisabili es Act (ADA) or other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representa on as to whether or not the Premises comply with ADA or any similar legisla on. In the event that Lessee's use of the Premises requiresmodifica ons or addi ons to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifica ons and/or addi ons at Lessee's expense. ATTENTION: NO REPRESENTATION OR RECOMMENDATION ISMADE BY AIR CRE OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF ANDOPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR SUBLESSEE'S INTENDED USE. WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TOBE REVISED TO COMPLYWITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. Executed At: On: By Sublessor: Emerald Health Pharmaceuticals Inc. Executed At: On: By Sublessee: Skye Bioscience DocuSign Envelope ID: 1D06B274-FBF4-41FA-9AA7-D35062EFD72F 5/10/20215/10/2021 





 






By: Name Printed: Title: Phone: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: By: Name Printed: Title: Phone: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: BROKER A n: Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License #: Agent DRE License #: BROKER A n: Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License #: Agent DRE License #: Consent to the above Sublease is hereby given. Executed At: Executed On: ByMaster Lessor: G&I VIII Sorrento LP, a Delaware limited partnership By: Name Printed: Title: Phone: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: Executed At: Executed On: By Guarantor: By: Name Printed: Title: Address: By: Name Printed: Title: Address: DocuSign Envelope ID: 1D06B274-FBF4-41FA-9AA7-D35062EFD72F Director Punit Dhillon CFO Lisa Sanford 





 






AIR CRE * h ps://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of these works may be reproduced in any formwithout permission in wri ng. DocuSign Envelope ID: 1D06B274-FBF4-41FA-9AA7-D35062EFD72F