Exhibit 10.3


 


LEASE
AGREEMENT


 


THIS
LEASE AGREEMENT (“Lease”) is entered into the 2nd day of December 2021, by and between WL Holdings, Ltd.,
a Colorado limited liability company (“Landlord”) and Bespoke Extracts Colorado, LLC, a Colorado limited
liability company (“Tenant”).


 


WITNESSETH:


 


ARTICLE
I 


PREMISES


 


		1.1	Lease
                                            of Premises. In consideration of the Rent to be paid and the covenants and agreements
                                            to be performed by Tenant, Landlord does hereby lease to Tenant, and Tenant leases and accepts
                                            from Landlord, subject to the terms and conditions of this Lease, the commercial space legally
                                            described as Condominium Unit O, PEORIA 33 CONDOMINIUMS, according to the Condominium Map
                                            thereof recorded on this ___ day of July 2004, at Reception No. 2004___________, in the records
                                            of the Clerk and Recorder of the County of Adams, State of Colorado (the “Clerk
                                            and Recorder”), and as defined and described in the Condominiums recorded on this
                                            28th day of July 2004, under Reception No. 20040728000675650, in said records,
                                            County of Adams, State of Colorado, commonly known as 12001 E. 33rd Ave., Unit
                                            O, Aurora, Colorado 80010, consisting of 2,899 square feet , including the right to use the
                                            Common Elements and the Limited Common Elements as provided to Landlord in the Declaration
                                            (the “Premises”).



 


The
Premises are subject to that certain Condominium Declaration for Peoria 33 Condominiums, City of Aurora, County of Adams, State of Colorado,
recorded in the records of the Clerk and Recorder at Reception No. 20040728000675650, as amended (the “Declaration”).
The property that is subject to the Declaration is referred to as the “Condominiums.” The term “Association”
has the same meaning ascribed to it in the Declaration.


 


		1.2	SURRENDER
                                            OF PREMISES. At termination of the Lease, Tenant does agree to deliver the Premises in
                                            the same condition as received by it on the Possession Date, (subject to the removals hereinafter
                                            required) as the Premises were on the date the Tenant opened the Premises for business to
                                            the public, reasonable wear and tear excepted, and shall surrender all keys for the Premises
                                            to Landlord at the place then fixed for the payment of Rent and shall inform Landlord of
                                            all combination of locks, safes and vaults, if any, in the Premises. Tenant’s obligation
                                            to observe or perform this covenant shall survive the expiration or other termination of
                                            the Lease term. Any items remaining in the Premises on the termination date of this Lease
                                            shall be deemed abandoned for all purposes and shall become the property of Landlord and
                                            the latter may dispose of the same without liability of any type or nature..



 


		1.3	POSSESSION.
                                            Tenant shall take possession of the Premises on the date of the closing of that certain Asset
                                            Purchase Agreement by and between Tenant and Wonderleaf, LLC, dated the same date as this
                                            Lease (the “Possession Date”).



 






     


     


    

 


ARTICLE
II


TERM
AND RENT


 


		2.1	INITIAL
                                            TERM. The term of this Lease will commence at 12:01 a.m. on December 1, 2021, (the
                                            “Commencement Date”) and will expire at 11:59 p.m. on November 30,
                                            2026 (the “Term”). December 1, 2022, and each December 1 thereafter during
                                            the Term is referred to herein as an “Anniversary Date.”



 


		2.2	LEASE
                                            OPTION. Provided all conditions precedent in Section 2.4 have been satisfied, Tenant
                                            will have one option (the “Renewal Option”) to renew or extend the Term
                                            for five years. The Renewal Option will be deemed exercised by Tenant unless Tenant
                                            notifies Landlord in writing on or before three months prior to the effective date of such
                                            Renewal Option of its desire to not exercise the Renewal Option. If this Lease is renewed,
                                            during the extended Term all terms and provisions of this Lease will apply and be in full
                                            force and effect, except that Base Rent will escalate annually in accordance with the provisions
                                            of Section 2.3.



 


		2.3	TERMINATION.
                                            Notwithstanding anything to the contrary set forth in this Lease, Tenant may terminate
                                            this Lease prior to the Possession Date if the Colorado Marijuana Enforcement Division or
                                            the City of Aurora denies or notifies, orally or in writing, Tenant that it will deny Tenant’s
                                            application to operate a regulated marijuana business at the Premises.



 


		2.4	RENT.



 


		(a)	Base
Rent. Tenant shall pay to Landlord without prior demand therefore monthly rent (“Base Rent”) for each month of
the Term in advance on the first day of each calendar month during the Term as follows:



 


		(i)	Year
                                            one of the Term: $6,000.00 ($24.84/sq. ft. X 2,899 sq. ft.).



 


		(ii)	Years
                                            two and three of the Term: $6,300 ($26.08/sq. ft. X 2,899 sq. ft.)



 


		(iii)	Years
                                            four and five of the Term: $6,615 ($27.38 sq. ft. X 2,899 sq. ft.)



 


If
the first month of the Term is a partial month, Base Rent for that partial month will be prorated and paid on or before the first day
of the next following month.


 


If
Tenant has exercised the Renewal Option, Base Rent will increase in an amount equal to the percentage increase in the Consumer Price
Index (the “Index”) for All Urban Consumers Denver/Boulder/Greeley, CO Area (the “Annual Base Rent Increase”).
Thirty days before each Anniversary Date upon exercise of the Renewal Option, the most recently published Index will be compared to the
Index published for the year immediately preceding the most recently published Index, and the percentage change will be applied to the
then existing Base Rent to determine the Base Rent to be paid by Tenant on the upcoming Anniversary Date and thereafter. The Annual Base
Rent Increase will not for any year of the Term increase by more than five percent.


 


		(b)	Additional
                                            Rent. Tenant shall pay as additional rent Landlord’s utility charges from the Association
                                            (“Additional Rent”). Landlord shall provide Tenant a copy of the Association’s
                                            monthly invoice showing such utility charges. Tenant shall Additional Rent no later than
                                            15 days after receipt of such invoice. If Landlord fails to pay such utility charges to the
                                            Association, Tenant may pay such charges directly to the Association and deduct such amount
                                            from Base Rent.



 






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		2.5	REAL
                                            ESTATE TAXES, PERSONAL PROPERTY TAXES FOR FIXTURES IN PLACE PRIOR TO OCCUPANCY, BUILDING
                                            INSURANCE AND ASSOCIATION FEES are the exclusive liability of Landlord.



 


		2.6	SECURITY
                                            DEPOSIT. Tenant shall deposit with Landlord on the date of this lease a security deposit
                                            of $12,000.00 (the “Security Deposit”) as security for Tenant’s
                                            faithful performance of its obligations under this Lease. If Tenant fails to pay Base Rent
                                            or Additional Rent, or otherwise defaults under this Lease, Landlord may use, apply, or retain
                                            all or any portion of the Security Deposit for the payment of any amount already due Landlord,
                                            for amounts which will be due in the future, or to reimburse or compensate Landlord for any
                                            liability, expense, loss or damage which Landlord may suffer or incur by reason thereof.
                                            Landlord may keep the Security Deposit separate from its general accounts. Within 90 days
                                            after the expiration or termination of this Lease, Landlord shall return that portion of
                                            the Security Deposit not used or applied by Landlord. No part of the Security Deposit will
                                            be considered to be held in trust, to bear interest, or to be prepayment for any monies to
                                            be paid by Tenant under this Lease.



 


		2.7	CURRENCY.
                                            All monies due from Tenant to Landlord under this Lease, whether as Rent or otherwise,
                                            are to be paid in lawful currency of the United States.



 


ARTICLE
III


USE
OF PREMISES AND COMMON ELEMENTS


 


 


		3.1	TENANT’S
                                            USE; CANNABIS. Except as otherwise provided in this Lease, the Premises shall be used
                                            and occupied by Tenant solely as light industrial manufacturing business and for no other
                                            purpose without Landlord’s prior written consent; provided, however, that Tenant may
                                            use the property for the lawful manufacture of cannabis products as permitted within the
                                            City of Aurora and the Declaration and per local and state cannabis licenses. Tenant shall
                                            comply with all rules, regulations and laws of any governmental authority with respect to
                                            use and occupancy. Tenant shall ensure that its cannabis licenses associated with the Premises
                                            remain in good standing throughout the term of the Lease. At all times Tenant shall conduct
                                            its operations in strict conformance with the Declaration, the bylaws and articles of incorporation
                                            of the Association, and all rules and regulations established by the Association.



 


		3.2	OWNER
                                            PROPERTY. Premises are leased “as is”, provided, however, that Landlord shall
                                            remove any personal property on the Premises as of the Possession Date as requested by Tenant
                                            no later than five days after the Possession Date.



 


		3.3	UTILITIES.
                                            Tenant agrees to pay for any and all other utilities used on or attributable to the Premises
                                            unless otherwise agreed to in writing with Landlord.



 






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		3.4	COMMON
                                            ELEMENTS.



 


		(a)	The
                                            terms “Common Elements” and “Limited Common Elements”
                                            have the respective meanings ascribed to the them in the Declaration.



 


		(b)	Subject
                                            to the provisions of this Lease, Tenant and its employees, agents, customers, and invitees
                                            have a non-exclusive right during the Term to use the Common Elements and the Limited Common
                                            Elements for the purposes for which they are intended, in common with others entitled to
                                            the use thereof, as provided in the Declaration, and Tenant shall not at any time interfere
                                            with the use of the Common Elements and the Limited Common Elements by others entitled to
                                            the use thereof.



 


		(c)	Use
                                            of the Common Elements and the Limited Common Elements is subject to all provisions of the
                                            Declaration and rules and regulations promulgated thereunder.



 


		3.5	SIGNS.
                                            Tenant shall not place on any exterior door, wall, or window of the Premises except as
                                            permitted by the Declaration. Tenant shall maintain such sign or advertising matter as approved
                                            by Landlord in good condition and repair. All signs shall comply with all applicable ordinances
                                            or other governmental restrictions and the prompt compliance therewith shall be the responsibility
                                            of Tenant. Tenant acknowledges that no sign or window treatment will be allowed which contains
                                            neon lighting without written consent of Landlord. Upon the expiration or sooner termination
                                            of this lease, all signs placed by Tenant must be removed and all damage caused by the erection,
                                            maintenance, or removal of any or all signs shall be fully repaired at the expense of Tenant.

                                            




		3.6	ENVIRONMENTAL
                                            HAZARDS AND INDEMNITY. Tenant will not use or operate the Premises in any manner such
                                            that the Premises are not in compliance with all applicable federal, state and local environmental
                                            statutes, regulations, ordinances, and any permits, approvals or judicial or administrative
                                            orders issued thereunder; nor shall Tenant operate in the Premises in any manner such that
                                            the Premises, or any area adjacent to the Premises, may or do become contaminated by any
                                            hazardous substance, pollutant or contaminant, or petroleum, including crude oil or any fraction
                                            thereof, giving rise to liability under any federal, state or local environmental statute
                                            or ordinance, including without limitation the Comprehensive Environmental Response, Compensation
                                            and Liability Act, 42 U.S.C. § 9601 et seq., as amended, or under any common
                                            law claim for personal injury or property damage, or for injunctive relief. Whether or not
                                            Tenant or Landlord has actual knowledge of the existence of any environmental condition which
                                            becomes subject to this environmental indemnity, Tenant hereby agrees to indemnify, defend,
                                            and hold harmless Landlord and its agents, affiliates, officers, directors and employees
                                            of and from any and all liability, claims, demands, actions and causes of action whatsoever
                                            arising out of or related to Tenant’s contamination during the Term of the Premises,
                                            any area adjacent to the Premises, by any hazardous substance, pollutant or contaminate,
                                            petroleum, or the like. Cannabis and cannabis derived products shall not be considered a
                                            hazardous substance.



 


The
parties acknowledge that due to prior uses of the Property, the Property may have hazardous or undesirable metal, minerals, chemicals,
hydrocarbons, petroleum-related compounds. or other hazardous materials as defined in this Lease in soils, water, building components,
or elsewhere in areas that may or may not be accessible or noticeable or discoverable from a visual inspection. Landlord hereby agrees
to indemnify, defend, and hold harmless Tenant and its agents, affiliates, officers, directors and employees of and from any and all
liability, claims, demands, actions and causes of action whatsoever arising out of or related to Landlord’s contamination of the
Premises, any area adjacent to the Premises, by any hazardous substance, pollutant or contaminate, petroleum, or the like. Cannabis and
cannabis derived products shall not be considered a hazardous substance.


 






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ARTICLE
IV


MAINTENANCE
AND REPAIRS


 


		4.1	LANDLORD’S
                                            DUTY TO REPAIR. Subject to the Association’s requirements under the Declaration, Landlord
                                            shall keep and maintain the foundation, exterior walls, and roof of the building in which
                                            the Premises are located and the structural portions of the Premises which were installed
                                            by Landlord, exclusive of doors, windows and window frames located in exterior building walls.
                                            Landlord shall be responsible for the cost to repair of major building systems such as main
                                            electrical distribution source, main sewage drain lines, and heating and ventilation serving
                                            the Premises, provided that the foregoing repairs are not required to be made by reason of
                                            negligence of the Tenant, its agents, etc., as above described.



 


Tenant
agrees that if any conditions exist within the Premises that would create the basis of a constructive eviction of the Tenant, or a claim
against Landlord for the failure to complete any required tenant finish or to make any repairs or undertake any maintenance for which
Landlord is responsible under the terms of this Lease, Tenant shall give Landlord prompt notice of such condition or default in writing.
Landlord shall have thirty (30) days after receipt of said written notice to correct or cure said condition or default. If such condition
or default is of a nature that cannot be reasonably cured within thirty (30) days, and Landlord has begun to attempt to cure such condition
or default and continues with reasonable diligence to do so thereafter, Landlord shall be given the additional time reasonably necessary
to complete the cure of the condition or alleged default. Tenant shall have no claims and shall not file any action against Landlord
for constructive eviction or any breach of this Lease for failure to complete any required tenant finish or to make any necessary repairs
or maintain any portion of the Premises unless and until Tenant has first provided written notice of such condition or default, and Landlord
has failed to cure or begin to cure the condition or default within thirty (30) days after receipt of such notice. If Landlord fails
to repair the Premises as required by the Lease, Tenant may make such repairs at its own expense and deduct such expenses from Base Rent
and Additional Rent.


 


		4.2	TENANT’S
                                            DUTY TO REPAIR. Except as provided for in Paragraph 4.1 of this Lease as being required
                                            of the Landlord, Tenant shall:



 


		(a)	keep
                                            and maintain in good order, condition, and repair (including any such replacement and restoration
                                            as is required for that purpose) the Premises and every part thereof and any and all appurtenances
                                            thereto wherever located, including but not limited to, light fixtures, light bulbs, ballasts,
                                            cabinets, plumbing, faucets, doors, door frames, door checks, door locks, and interior windows,
                                            window frames, window coverings, and walls within the Premises, all electrical wiring, electrical
                                            switches and electrical outlets serving the Premises, ceiling tiles and ceiling grids, and
                                            all HVAC airflow grills, louvers and covers.; and



 


		(b)	keep
                                            and maintain the Premises in a clean, sanitary, and safe condition and in accordance with
                                            all directions, rules and regulations of the proper officials of the government agencies
                                            having jurisdiction, at the sole cost and expense of Tenant, and Tenant shall comply with
                                            all requirements of law by statute, ordinance or otherwise, affecting the Premises and all
                                            appurtenances thereto.



 






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		4.3	TENANT’S
                                            ALTERATIONS. Tenant may make any alterations, additions, or changes to the Premises so
                                            long as they are consistent with the terms of the Declaration and any other requirements
                                            of the Association. All work with respect to any permitted alterations, additions and changes
                                            shall be done at Tenant’s sole expense in a good and workmanlike manner, shall be diligently
                                            prosecuted to completion and shall be conducted in such a manner as to avoid interference
                                            with the reasonable operations of other businesses and tenants located within the Condominiums.
                                            Upon the expiration or earlier termination of this Lease, all of such permitted alterations,
                                            additions or changes shall be considered as improvements to real property and shall not be
                                            removable by Tenant but shall become a part of the Premises owned by Landlord, except for
                                            Tenant’s trade fixtures. Any such alterations, additions or changes shall be made strictly
                                            in accordance with all laws and regulations relating thereto.



 


		4.4	MECHANIC’S
                                            LIEN. If Tenant makes any alterations or improvements in the Premises, Tenant must pay
                                            for same when made. Nothing in this Lease shall be construed to authorize Tenant or any person
                                            dealing with or under Tenant to charge the rents of the Premises or the property of which
                                            the Premises form a part or the interest of Landlord in the estate of the Premises or any
                                            person under and through whom Landlord has acquired its interest in the estate of the Premises
                                            with a mechanic’s lien or encumbrance of any kind, and under no circumstances shall
                                            Tenant be construed to be the agent, employee or representative of Landlord in the making
                                            of any such alterations or improvements to the Premises, but, on the contrary, the right
                                            or power to charge any lien, claim or encumbrance of any kind against Landlord’s rents
                                            or the Premises is denied. So long as the laws of this state shall provide for the filing
                                            of statutory bond to eliminate the attachment of mechanic’s or materialmen’s
                                            lien to real estate, Tenant shall require that its contractor or it take such steps prior
                                            to the initiation of any construction to insure that said bond shall be obtained.



 


		4.5	ROOF.
                                            Tenant will not cause or permit accumulation of any debris or extraneous matter on the
                                            roof of the Premises, will not in any manner cut or drive nails into or otherwise mutilate
                                            the roof of the Premises, and will be responsible for any damage caused to the roof by any
                                            acts of Tenant, its agents, servants, employees, or contractors of any type or nature.



 


ARTICLE
V


INSURANCE
AND INDEMNIFICATION


 


		5.1	LIABILITY
                                            OF TENANT. Tenant shall protect, indemnify and save Landlord harmless from and against
                                            all any liability and expense of any kind arising from injuries or damages to persons or
                                            property on the Premises arising out of or resulting in any way from its use of the Premises
                                            during the term of this Lease unless such liability arises out of or results from Landlord’s
                                            act or omission.



 


		5.2	NOTICE
                                            OF CLAIM OR SUIT. Tenant agrees to promptly notify Landlord of any claim, action, and
                                            proceeding or suit instituted or threatened against Tenant with respect to the Premises.
                                            In the event Landlord is made a party to any action for damages which Tenant has herewith
                                            indemnified Landlord against, then Tenant shall pay all costs and shall provide effective
                                            counsel in such litigation or shall pay, at Landlord’s option, the attorney’s
                                            fees and costs incurred in connection with said litigation by Landlord.



 






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		5.3	LIABILITY
                                            INSURANCE. Tenant shall, at its expense, maintain throughout the Term (a) comprehensive
                                            general liability insurance against claims for personal injury or death with a limit of not
                                            less than $500,000 each person and not less than $1,000,000 each accident, (b) broad
                                            form property damage liability insurance against claims for property damage with a limit
                                            of not less than $300,000 each accident, and (c) during any period of construction by
                                            Tenant, builder’s risk insurance in a form and amount reasonably acceptable to Landlord.
                                            Tenant shall deliver to Landlord certificates of such insurance, which shall declare that
                                            the respective insurer may not cancel the same in whole or in part without giving Landlord
                                            written notice of its intentions to do so at least thirty (30) days in advance.



 


		5.4	FAILURE
                                            TO PROCURE INSURANCE. In the event Tenant shall fail to procure insurance required under
                                            this Article V and fail to maintain the same in force continuously during the term, Landlord
                                            shall be entitled to procure the same and Tenant shall immediately reimburse Landlord for
                                            such premium expense.



 


		5.5	PROPERTY
                                            OF TENANT. Tenant agrees that all property owned by it in, on or about the Premises shall
                                            be at the sole risk and hazard of Tenant. Landlord shall not be liable or responsible for
                                            any loss of or damage to Tenant, or anyone claiming under or through Tenant, or otherwise,
                                            whether caused by or resulting from a peril required to be insured hereunder, or from water,
                                            steam, or gas leakage, plumbing, electricity or electrical apparatus, pipe or apparatus of
                                            any kind, the elements or other similar or dissimilar causes, and whether or not originating
                                            in the Premises or elsewhere, irrespective of whether or not Landlord may be deemed to have
                                            been negligent with respect thereto, and provided such damage or loss is not the result of
                                            an intentional or negligent act of Landlord.



 


		5.6	WAIVER
                                            OF SUBROGATION. Tenant agrees that, if any property owned by it and located in the Premises
                                            shall be damaged or destroyed by an insured peril, Landlord shall not have any liability
                                            to Tenant, nor to any insurer of Tenant, for or in respect of such damage or destruction
                                            (unless Landlord caused such damage), and Tenant shall require all policies of risk insurance
                                            carried by it on its property in the Premises to contain or be endorsed with a provision
                                            in and by which the insurer designated therein shall waive its right of subrogation against
                                            Landlord.



 


ARTICLE
VI


FIRE
OR OTHER CASUALTY


 


		6.1	PARTIAL
                                            DESTRUCTION. In the event of the partial destruction by fire or any other casualty of
                                            the building in which the Premises are located, Landlord shall restore or repair said building
                                            and improvements with reasonable diligence. Landlord shall expend such sums as required to
                                            repair or restore improvements to the condition they were in immediately prior to the date
                                            of the destruction. A just and proportionate part of the Base Rent payable by Tenant, to
                                            the extent that such damage or destruction renders the Premises untenable and was not caused
                                            by Tenant, shall be abated from the date of such damage or destruction until such premises
                                            are repaired or restored.



 






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		6.2	SUBSTANTIAL
                                            DESTRUCTION. If the Premises shall be so damaged by fire or other casualty or happening
                                            to cause loss requiring repairs in excess of $25,000 or as to be substantially destroyed,
                                            then Tenant shall have the option to terminate this Lease by giving written notice within
                                            thirty (30) days after such destruction, and any unearned Rent shall be apportioned and returned
                                            to Tenant.



 


ARTICLE
VII


ASSIGNMENT
AND SUBLETTING


 


		7.1	TENANT
                                            ASSIGNMENT OR SUBLET. Tenant shall not transfer or assign this Lease or any interest
                                            herein, or mortgage or hypothecate this Lease or any interest herein, without Landlord’s
                                            prior written consent, which consent will not be unreasonably withheld, in each instance.
                                            If Tenant shall at any time during the term of this Lease sublet all or any part of the Premises
                                            or assign this Lease either with the consent of Landlord as hereinbefore provided or without
                                            the consent of Landlord, Tenant shall continue to remain fully liable under all of the terms,
                                            covenants and conditions of this Lease (including, but not limited to, the provisions for
                                            the payment of Rent and Additional Rent. The consent of Landlord to any transfer, assignment
                                            or subletting shall not be deemed to be a consent by Landlord to any subsequent transfer,
                                            assignment or subletting. The acceptance of any Rent payments by Landlord from any alleged
                                            assignee shall not constitute approval or consent by Landlord of the assignment of this Lease.



 


ARTICLE
VIII


DEFAULT
AND RE-ENTRY


 


		8.1	LEGAL
                                            REMEDIES. In addition to all rights and remedies granted to Landlord by the terms of
                                            this Lease, Landlord shall have available to it any and all rights and remedies available
                                            at law or in equity, or under the statutes of the State of Colorado. No remedy granted in
                                            this Lease or otherwise conferred upon or reserved to Landlord shall be considered exclusive
                                            of any other remedy, but all remedies shall be cumulative and shall be in addition to every
                                            other remedy given under this Lease or now or hereafter existing at law or in equity or by
                                            statute.



 


		8.2	ATTORNEY’S
                                            FEES. In the event that either party shall be required to engage counsel for the enforcement
                                            of any of the terms of this lease, whether such employment shall require institution of suit
                                            or other legal services required to secure compliance on the part of the other party, the
                                            non-prevailing party shall be responsible for and shall promptly pay to the prevailing party
                                            the reasonable value of said attorney’s fees.



 


ARTICLE
IX


PARKING


 


		9.1	PARKING.
Tenant and its employees may park their motor vehicles in such areas as so designated by the Association.



 






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ARTICLE
X


EMINENT
DOMAIN


 


		10.1	PARTIAL
                                            TAKING. If a portion of the Premises shall be taken as herein provided for public improvements
                                            or otherwise under the exercise of the right of eminent domain and the Premises shall continue
                                            to be reasonably suitable for the use which is herein authorized, then the Rent herein provided
                                            shall be reduced from the date of such taking in direct proportion to the reduction in usefulness
                                            of the Premises.



 


		10.2	SUBSTANTIAL
                                            TAKING. If the real estate hereby leased or a part thereof sufficient to render the Premises
                                            wholly unfit for the use herein authorized shall be condemned or acquired by grant or otherwise,
                                            for the widening of streets or for other public improvements, or shall otherwise be taken
                                            in the exercise of the right of eminent domain, Tenant shall have the right, at Tenant’s
                                            option, to terminate and cancel this Lease on thirty (15) days written notice to Landlord,
                                            and, under this Article, Tenant shall be liable only for Rents and other charges accrued
                                            and earned to the date of surrender of possession of said premises to Landlord and for the
                                            performance of other obligations maturing prior to said date.



 


ARTICLE
XI


GENERAL
PROVISIONS


 


		11.1	LANDLORD’S
                                            RIGHT OF ENTRY. Landlord reserves the right at all reasonable times during the term of
                                            this Lease for Landlord or Landlord’s agents to enter the Premises for the purpose
                                            of inspecting and examining the same, and to show the same to prospective purchasers or tenants,
                                            and to make such repairs, alterations, improvements or additions as permitted by this Lease,
                                            subject to applicable law. During the ninety (90) days prior to the expiration of the term
                                            of this Lease or any renewal term, Landlord may exhibit the Premises with prior notice and
                                            so as not to interfere with regular use of the Premises, to prospective Tenants or Purchasers,
                                            and place upon the Premises the usual notices advertising the Premises for sale or lease,
                                            as the case may be, which notices Tenant shall permit to remain thereon without molestation.
                                            Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any
                                            obligation, responsibility or liability whatsoever for the care, maintenance or repair of
                                            the building or any part thereof, except as otherwise herein specifically provided.



 


		11.2	QUIET
                                            ENJOYMENT. Landlord agrees that, if the Rent is being paid in the manner and at the time
                                            prescribed and the covenants and obligations of Tenant being all and singular kept, fulfilled,
                                            and performed, Tenant shall lawfully and peaceably have, hold, possess, use and occupy and
                                            enjoy the Premises so long as this Lease remains in force, without hindrance, disturbance,
                                            or molestation from Landlord, subject to the specific provisions of this lease.



 


		11.3	WAIVER.
                                            Waiver by Landlord of any default, breach or failure of Tenant under this Lease shall
                                            not be construed as a waiver of any subsequent or different default, breach or failure. In
                                            case of a breach by Tenant of any of the covenants or undertakings of Tenant, Landlord nevertheless
                                            may accept from Tenant any payment or payments hereunder without in any way waiving Landlord’s
                                            right to exercise the right of re-entry hereinbefore provided for by reason of any other
                                            breach or lapse which was in existence at the time such payment or payments were accepted
                                            by Landlord.



 






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		11.4	SUBORDINATION.
                                            Upon request of Landlord, Tenant shall subordinate its right hereunder to the lien of
                                            any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing
                                            now or hereafter in force against the real estate and/or buildings of which the Premises
                                            are a part or against any buildings hereafter placed upon said real estate of which the Premises
                                            are a part.



 


		11.5	NOTICES.
                                            Any notice or demand which Landlord may desire or be required to give to Tenant shall
                                            be in writing, may be issued by Landlord’s agent or representative, and shall be deemed
                                            sufficiently given or rendered if delivered personally to Tenant or any of Tenant’s
                                            employees or agents at the Premises, or if sent by certified or registered United States
                                            mail, postage prepaid, addressed to Tenant at:



 


Addres
to be provided


 


and
any such notice or demand shall be deemed to have been given at the time when it is personally delivered or mailed. Any notice or demand
by Tenant to Landlord shall be in writing and must be served by certified or registered United States mail, postage prepaid, addressed
to Landlord at:


 


WL
Holdings, Ltd.


6066
Blackfoot Circle


Sedalia,
CO 80135


 


Either
party shall have the right to change its address for notice by giving notice as provided above.


 


		11.7	AMENDMENT.
                                            Oral agreements in conflict with any of the terms of this Lease shall be without force
                                            and effect. All amendments and additional agreements are to be in writing executed by the
                                            parties or their respective successors in interest.



 


		11.8	DOCUMENTATION.
                                            Tenant does covenant and agree to execute and deliver to Landlord within ten (10) days
                                            from the date of request thereof, such supplemental documents as may be required by Landlord
                                            or Landlord’s lender in connection with this Lease, including estoppel certificates
                                            in a form required by Landlord or Landlord’s lender, which certificates may include
                                            information as to any modifications of this lease, dates of commencement of term and termination
                                            date of lease, that Lease is in full force and effect and that Landlord is not in default
                                            of any terms hereof.



 


		11.9	WAIVER
                                            OF JURY TRIAL. To the maximum extent permitted by law, Landlord and Tenant each waive
                                            right to trial by jury in any litigation arising out of or with respect to this Lease.



 


		11.10	CONTROLLING
                                            LAW. This Lease and all terms hereunder shall be construed consistent with the laws of
                                            the State of Colorado.



 


		11.11	TIME
                                            OF THE ESSENCE. Time is of the essence with respect to the performance of each and every
                                            provision of this Lease.



 


		11.12	NO
                                            PARTNERSHIP. It is understood that Landlord does not in any way or purpose become a partner
                                            or joint venture with Tenant in the conduct of Tenant’s business.



 


		11.13	PARTIAL
                                            INVALIDITY. If any term or condition of this Lease or the application thereof to any
                                            person or event shall to any extent be invalid and unenforceable, the remainder of this Lease
                                            in the application of such term, covenant, or condition to persons or events other than those
                                            to which it is held invalid or unenforceable shall not be affected and each term, covenant,
                                            and condition of this Lease shall be valid and be enforced to the fullest extent permitted
                                            by law.



 






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		11.14	SUCCESSORS.
                                            The provisions, covenants, and conditions of this Lease shall bind and inure to the benefit
                                            of the legal representatives, successors and assigns of each of the parties, except that
                                            no assignment or subletting by Tenant shall be permitted without the written consent of Landlord.



 


		11.15	DISCLAIMER.
                                            This Lease has important legal consequences to the parties, and each of the parties should
                                            consult legal, tax or other appropriate counsel before signing. Each of the parties acknowledges,
                                            represents and warrants that it has been advised to seek independent legal representation
                                            concerning the transaction contemplated by this Lease, and that such party has sought such
                                            counsel or has made its own, independent determination that such counsel is not necessary.
                                            Each of the parties acknowledges, represents and warrants that it has not relied upon any
                                            statement or representation made by the other party, or by officers, employees or agents
                                            of the other party (including, without limitation, any property manager or leasing agent
                                            for such party) with respect to the legal consequences of the transaction contemplated by
                                            this Lease or of any particular term, condition or provision of this Lease.



 


		11.16	DELIVERY
                                            OF LEASE. Landlord shall provide a copy of this Lease to the Association as required
                                            by the Declaration.



 


		11.17	RECORDATION.
                                            Tenant may in its sole discretion file in the records of the Clerk and Recorder of Adams
                                            County, Colorado, a copy of this Lease or a memorandum of this Lease noting Tenant’s
                                            option to purchase the Premises.



 


		11.18	COMPLIANCE
                                            WITH DECLARATION; PAYMENT OF ASSESSMENTS. Both parties shall comply at all times with
                                            all provisions of the Declaration and any other requirements of the Association. Landlord
                                            shall timely pay all assessments of the Association.



 


		11.7	OPTION
                                            TO PURCHASE. As partial consideration for the Lease, Tenant has the option to purchase
                                            the Premises and all improvements located thereon, upon at least 30 days prior written notice
                                            to Landlord (the “Purchase Option”). Rent shall continue to be paid until
                                            closing of the purchase of the Premises. The purchase price of the Premises will be $600,000.00
                                            (the “Purchase Price”). Tenant may assign its rights, interests, and duties
                                            under the Purchase Option to an affiliate of Tenant. Landlord shall pay any monetary obligations
                                            caused or created by Landlord, by its actions or inactions, encumbering the Premises at the
                                            closing. If Landlord is in breach of the Purchase Option, Landlord will be in default under
                                            the Lease, and Tenant will be entitled, at Tenant’s election, to: (a) exercise any
                                            and all remedies available at law as a result of Landlord’s breach, including, but
                                            not limited to an action against Landlord for damages; (b) Tenant will be entitled to terminate
                                            this Lease and receive a refund of the Deposit, whereby the parties shall have no further
                                            obligation to each other under this Lease, except for those matter expressly intended to
                                            survive termination or expiration of the Lease; or (c) sue Landlord for specific performance,
                                            including, but not limited to, the right to compel the Landlord to sell the Premises to Tenant
                                            as provided in this Section 11.19, and seek and obtain attorney’s fees incurred to
                                            enforce this remedy Exercise of any remedy set forth above shall not preclude Tenant’s
                                            exercise of any other remedy.



 






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IN
WITNESS WHEREOF, this Lease Agreement has been executed effective the day and year first above written.


 





	LANDLORD: WL Holdings, Ltd.	 
	 	 	 
	By:	/s/ Roxanne Burns	December 2, 2021
	NAME: 	Roxanne Burns	Date
	TITLE: 	Managing Member, WL Holdings, Ltd.	 


 


	TENANT: Bespoke Extracts Colorado, LLC	 
	 	 	 
	By:	/w/ Michael Feinsod	December 2, 2021
	NAME:	Michael Feinsod	Date
	TITLE: 	Manager	 


 


 


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