WQ0041136_Application_20200924

September 3, 2020
NC Department of Environmental Quality
Division of Water Quality
Non -Discharge Permitting Section
1617 Mail Service Center
Raleigh, NC 27699-1617
Attention: Nathaniel Thornburg
Regarding: Reclaimed Wastewater System Application
Cervini Farms of NC
WQ0041136
Dear Mr. Thornburg:
This letter is to officially request Permit WQ0041136 be modified to an Authorization to Operate
as the construction has been completed and certified. We appreciate your timely response to this
request. Other requested documents regarding the relationship between Cervini Farms of NC,
Inc. and the property ownership entity are enclosed.
Sincerely,
Cervi ' F rms of ., ne.
Chris Cervini
Enclosed Submittals: Copy of site Deed
Copy of Recorded Easement from 2606778 US Holdings, Inc. to permittee
Notarized Lease Agreement

BOOK 3391 PAGE e3 (5)
This document presented and filed:
09/26/2019 03:40:59 PM
(A11'4
WILLIAM LEE KING, Henderson COUNTY, NC
Transfer Tax: $0.00
PREPARED BY: EDWARD L. HARRELSON V,
RETURN TO: ATTORNEY AT LAW
136 S. KING STREET, SUITE B
HENDERSONVILLE, N.C. 28792
Stamps: $ 0.00
Tax Parcel No.: 10003355
STATE OF NORTH CAROLINA GENERAL WARRANTY DEED
COUNTY OF HENDERSON
THIS DEED, made this the Z G t� day of September, 2019, by and between:
CERVINI FARMS (1993), INC., a corporation existing under the laws of the Province of
Ontario, hereinafter called Grantor, whose address is: P.O. Box 32660, Detroit, Michigan 48232,
and
2606778 US HOLDINGS, INC., a Delaware corporation authorized to do business in the State
of North Carolina, hereinafter called Grantee, whose address is: 160 Mine Lake Ct., Ste. 200,
Raleigh N.C.27615.
WITNESSETH:
WHEREAS, Tract One of the property herein granted was acquired by CERVINI
FARMS (1993), INC. by deed from BRANNON FARMS, INC. dated July 3, 2018 and recorded
in Book 3219 at Page 404 of the Henderson County Registry; and
WHEREAS, Tract Two of the property herein granted was acquired by CERVINI
FARMS (1993), INC. by deed from JOYCE ARLENE TAYLOR a/k/a JOYCE T. SAUNOOKE
and husband, THOMAS E. SAUNOOKE, and ROBERT PAUL BALLENGER, unmarried, in
that General Warranty Deed/Recombination Deed dated August 17, 2018 and recorded in Book
3237, at Page 303 of the Henderson County Registry; and

Book 3391
page 584
that General Warranty Deed/Recombination Deed dated August 17, 2018 and recorded in Book
3237, at Page 303 of the Henderson County Registry; and
WHEREAS, the Right of First Refusal on the property now owned by Joyce Arlene
Taylor a/k/a Joyce T. Saunooke and Robert Paul Ballenger was acquired by instrument recorded
August 17, 2018 at Book 3237 at Page 307, Henderson County Registry; and
WHEREAS, the Grantor has not utilized the property as its primary residence; and
WHEREAS, the Grantor now desires to sell and convey the herein described property;
NOW, THEREFORE, Grantor, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable considerations to him paid by Grantee, receipt of which is
hereby acknowledged, does give, grant, bargain, sell and convey unto Grantee, their heirs and
assigns, in fee simple, the following described property located in Mills River Township,
Henderson County, North Carolina:
See the attached Exhibit A, incorporated herein by reference as if set out in
full for a complete legal description.
TO HAVE AND TO HOLD the above described premises, with all privileges and
appurtenances thereunto appertaining unto Grantee, their heirs and/or successors and assigns, in
fee simple.
Grantor covenants with Grantee that Grantor is seized of the premises in fee simple, has
the right to convey the same in fee simple, that title is marketable and free and clear of all
encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all
persons whomsoever except for the exceptions herein stated.
Subject to restrictions, easements, rights of way of record and for ad valorem taxes for
the current year.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Book 3391
Page 585
IN WITNESS WHEREOF, Grantor has hereunto set his hand and seal, the day and year
first above written.
CERV F S (1 3), INC.
777 /
(Seal)
By: Christopher Cervini
Its: President
STATE/PROVINCE OF UY)'00 0
COUNTY OF L51 X
I, the undersigned Notary Public of the County and State aforesaid, certify that
Christopher Cervini personally came before me this day and
acknowledged that _he is the President of CERV INI FARMS
(1993), INC., a corporation existing under the laws of the Province of Ontario, and that by
authority duly given and as the act of such entity, _he signed the foregoing instrument in its
name on its behalf as its act and deed. Witness my hand and official seal this the ') C/ 1, day
of August, 2019.
PLACE NOTARY SEAL INSIDE THIS BOX ONLY
Notary blic
t� i Cale Uo & ep-�or,
Printed Name of Notary
My commission expires: (4 Ve

Book 3391
Page 586
EXHIBIT A - PROPERTY OF 2606778 US HOLDINGS, INC.
TRACT ONE: BEING all of that tract or parcel of land identified as "116.80
acres + - Total Acreage Tracts 2 and 3" as shown on that plat of survey by Stacy
Kent Rhodes, PLS, entitled "Plat of Survey for Cervini Farms (1993), Inc. Being
the properties described in Deed Book 484 Page 1 Tracts 1 and 2, Mills River
Township, Henderson County, North Carolina" dated May 14, 2018 and bearing
Job Number 18-022, recorded on June 22, 2018 at Plat Slide 11288, Henderson
County Registry, reference to which plat is hereby made for a complete
description of the property by metes and bounds.
BEING all of Tracts 2 and 3 as contained in that deed to Brannon Farms, Inc.
recorded at Deed Book 481 at Page 001 in the office of the Henderson County
Register of Deeds.
AND BEING all of that property described in that deed from Brannon Farms, Inc.
to Cervini Farms (1993), Inc., dated July 3, 2018 and recorded in Book 3219, at
Page 404, Henderson County Registry.
This conveyance is made SUBJECT TO the rights of way in favor of the State of
North Carolina (for Ladson Road SR 1314) and for Duke Power Company and for
the riparian rights of others in and to the free flow of the French Broad River. This
conveyance is further subject to the ad valorem taxes of Henderson County which
are currently in agricultural deferment. It is agreed that the buyer will continue
said deferment and be responsible for any recapture of taxes that shall occur due to
any change in the agricultural nature of the property or the change in designation
with the Henderson County Tax Assessor.
TRACT TWO: BEING all of that 4.50 acre tract identified as "4.50 Acres + -
Total" as shown on a map of survey prepared by Stacy Kent Rhodes NC PLS 2959
entitled: "Plat of Survey for Cervini Farms (1993), Inc. — A Recombination of
Portions of D.B. 475, Pg 30 and BOR 3121 Pg 670 with BOR 3219 Pg 404 — Mills
River Township, Henderson County, North Carolina" dated July 11, 2018 and
recorded in the office of the Henderson County Register of Deeds in 2018 at Plat
Slide 11369. Reference to said plat is hereby made for a more complete
description of the property by metes and bounds and the said Plat is incorporated
herein by reference as if set out in full.
BEING 0.22 acres from that property described in Book 3121, Page 670, of the
property of Robert Paul Ballenger and Joyce T. Saunooke, and BEING 4.28 acres
of that remaining property of Joyce A. Taylor (now Saunooke) described in Deed
Book 475, Page 30, Henderson County Registry, which were recombined for tax
Continued on Page 2

Book 3391
Page 587
Page 2 — Exhibit A — Property of 2606778 US Holdings, Inc.
purposes in that General Warranty Deed/Recombination Deed from Joyce Arlene
Taylor a/k/a Joyce T. Saunooke and husband, Thomas E. Saunooke, and Robert
Paul Ballenger, unmarried, to Cervini Farms (1993), Inc. dated August 17, 2018
and recorded in Book 3237, Page 303, Henderson County Registry.
This conveyance is made SUBJECT TO the rights of way in favor of the State of
North Carolina (for Ladson Road SR 1314). This conveyance is further subject to
the ad valorem taxes of Henderson County for the current year.
BOTH TRACTS being one parcel for tax purposes which has a current Henderson
County Tax REID #10003355, and has a current physical address of 648 Ladson
Rd., Mills River, North Carolina 28759.
TRACT THREE: BEING ALL OF THE GRANTOR'S RIGHT, TITLE AND
INTEREST in and to that Right of First Refusal granted by JOYCE ARLENE
TAYLOR n/k/a JOYCE T. SAUNOOKE and husband, THOMAS E.
SAUNOOKE and ROBERT PAUL BALLENGER, Unmarried to CERVINI
FARMS (1993), INC., a corporation existing under the laws of the Province of
Ontario which is recorded at Book 3237 at Page 307 in the office of the Henderson
County, North Carolina, Register of Deeds, reference to which is hereby made for
more certainty of description.

COMMERCIAL LEASE
THIS LEASE made effective the 1' day of September, 2019,
2606778 US Holdings, Inc.
(the "Landlord")
Cervini Farms North Carolina, Inc.
(the "Tenant")
THIS INDENTURE WITNESSETH THAT IN CONSIDERATION of the covenants and
agreements hereinafter mentioned, the parties do hereby agree as follows:
1. Premises and Term
1.1 Premises: The Landlord hereby leases to the Tenant part of the lands and building(s) located
in Henderson County, North Carolina, U.S.A.,
(1) municipally described as 732 & 784 Ladson Road, Mills River, North Carolina,
28758, legally described as BEING all of that 4.50 Acre tract identified as "4.50 Acres +-
Total" as shown on a map of survey prepared by Stacy Kent Rhodes NC PLS 2959
entitled: "Plat of Survey for Cervini Farms (1993), Inc. — A Recombination of Portions
of D.B. 475, Pg 30 and BOR 3121 Pg 670 with BOR 3219 Pg 404 — Mills River
Township, Henderson County, North Carolina" dated July 11, 2018 and recorded in the
office of the Henderson County Register of Deeds in 2018 at Plat Slide 11369. Reference
to said plat is hereby made for a more complete description of the property by metes and
bounds and the said Plat is incorporated herein by reference as if set out in full. BEING
0.22 Acres from that property described in Doc Book 3121 Pg 670, of the property of
Robert Paul Ballenger and Joyce T. Saunooke, and BEING 4.28 acres of that remaining
property of Joyce A. Taylor (now Saunooke) described in Deed Book 475 Page 30,
Henderson County Registry. Both the Grantor and Grantee herein wish to have this 4.5
acre tract RECOMBINED with the 116.80 acre tract of the Grantee described at Book of
Record 3219 at Page 404, Henderson County Registry. This conveyance is made subject
to the rights of way in favor of the State of North Carolina (for Ladson Road SR 1314).
This conveyance is further subject to the ad valorem taxes of Henderson County for the
current year; and
(2) municipally described as Adjoining Ladson Road, Mills River, North Carolina, 28759,
legally described as BEING all of that 116.80 acres tract identified as "116.80 Acres +/-
Total Acreage Tract 2 and 3" as shown on a map of survey prepared by Stacy Kent
Rhodes NC PLS 2959 entitled: "Plat of Survey for Cervini Farms (1993), Inc. — Being the
properties described in Deed Book 484, Page 1 Tracts 1 and 2-Mills River Township,

Henderson County, North Carolina" dated May 14, 2018 and recorded in the Office of the
Henderson County Register of Deeds in 2018 at Plat Slide 11288.
including all structures and improvements thereon (collectively the "Premises"). The Tenant
accepts the Premises in its "as is" condition.
1.2 Term: To have and to hold the Premises unto the Tenant for the term (the "Term")
commencing on the Is' day of September, 2019 and to be renewed annually until terminated by
the Landlord or the Tenant on sixty (60) days' written notice.
2. Rent and Additional Rent
2.1 Rent: The Tenant agrees to pay to the Landlord, as rent for the Premises, a sum that has yet to
be determined. The Tenant and Landlord shall enter into an agreement regarding same. Rent
and other amounts payable hereunder shall be paid without any deduction, set off or abatement
whatsoever, and the Tenant hereby waives the benefit of any statutory or other right in respect of
abatement or set off in its favour at the time hereof or at any future time.
2.2 Payment as Rent: All of the payments set out in this Lease (other than GST or HST (as
hereinafter defined)) shall constitute additional rent, and shall be deemed to be and shall be paid
as rent, whether or not any payment is payable to the Landlord or otherwise, and whether or not
as compensation to the Landlord for expenses to which it has been put. The Landlord has all the
rights against the Tenant for default in payment of additional rent that is has against the Tenant
for default in payment of rent.
2.3 GST or HST: The Tenant shall pay to the Landlord all goods and services taxes or
harmonized sales taxes and other applicable taxes (collectively, "GST or HST") on the rent and
additional rent pursuant to all applicable laws and regulations. GST or HST shall not be deemed
to be additional rent under this Lease but may be recovered by the Landlord as though it were
additional rent.
3. Use
3.1 Use: The Tenant agrees to use the Premises only for purposes relating to greenhouse produce
and operations in a careful, prudent and lawful manner. The Tenant shall keep the Premises in as
good order, condition and repair as the same now are and shall deliver up the Premises at the
expiration or termination of this Lease in such condition, reasonable wear and tear thereof and
damage by fire and other unavoidable casualty for which the Tenant has or is required to carry
insurance only excepted. The Tenant shall not do or suffer any waste or damage, disfiguration or
injury to the Premises, nor permit or suffer any overloading of the floors, roof deck, walls or any
other part of the Premises, and shall not use or permit to be used any part of the Premises for any
illegal or unlawful purpose or any dangerous, noxious or offensive trade or business, and shall
not cause or permit any nuisance in, at or on the Premises.
3.2 Quiet Enjoyment: The Tenant, upon paying the rent hereby reserved, and performing and
observing the covenants and provisions herein required to be performed and observed on its part,
shall peaceably enjoy the Premises for the Term.

4. Taxes and Utilities
4.1 Taxes: The Tenant shall pay all real estate taxes levied or assessed against the Premises as
and when due.
4.2 Utilities: The Tenant agrees to pay for all utilities and services used or consumed in the
Premises during the Term. The Tenant shall make all arrangements with, payments to and
deposits required by any utility company, municipality or public authority for any of the utilities
and services. The Tenant shall not install any equipment which would exceed or overload the
capacity of the utility facilities in the Premises or the electrical wiring and service in the
Premises.
5. Alterations and Repairs
5.1 Improvements and Alterations: No additions, modifications or alterations are to be made by
the Tenant without the prior written consent of the Landlord, which consent shall not be
unreasonably withheld. All such additions, modifications or alterations consented to by the
Landlord are to be made only at the expense of the Tenant. Upon affixation, such additions,
modifications or alterations shall immediately become the property of the Landlord and shall be
regarded for all purposes as part of the Premises. Any and all such additions, alterations and
modifications shall be made in accordance with all applicable laws and regulations. The Tenant
agrees that it shall, upon request of the Landlord, at the end of the Term or other expiration of
this Lease, put the Premises back in the same condition as when the Tenant took possession,
except to the extent that any addition, alteration or modification had been previously consented to
by the Landlord. If any construction or other lien or order for the payment of money shall be filed
against the Premises by reason of or arising out of any labour or material furnished to the Tenant
or to anyone claiming through the Tenant, the Tenant, within five (5) days after receipt of notice
of the filing thereof, shall cause the same to be discharged by bonding, deposit, payment, court
order or otherwise. The Tenant shall defend all suits to enforce such lien or orders against the
Tenant, at the Tenant's sole expense. The Tenant hereby indemnifies the Landlord against any
expense or damage incurred as a result of such liens or orders.
5.2 Maintenance and Repair: The maintenance and repair of the Premises shall be governed as
follows:
(a) the Tenant shall, at its expense, maintain and keep in good repair the roof,
loading -bearing walls, foundation and structural portions of the Premises;
(b) the Tenant shall be responsible, at its expense, for the day-to-day maintenance and
repair of the Premises, including, without limitation, plumbing fixtures and lines,
electrical wiring, all heating, ventilation and air-conditioning equipment and
facilities, all facilities and equipment providing water, light and heat and all
decorating and redecorating of the Premises, including the floor coverings and
painting and maintenance of all walls (exterior and interior), and shall make any
and all other repairs due to the negligence or misuse of Premises by the Tenant
(except to the extent covered by Landlord's insurance); and

(c) the Tenant shall be responsible, at its expense, for any required replacement and
for any required major capital repairs to all service and utilities lines serving the
Premises and to all heating, ventilation and air-conditioning equipment that
existed at the beginning of the Term.
5.3 Compliance with Laws: The Tenant shall, at its own expense, comply with all applicable laws
and regulations affecting the Premises or the use or occupation thereof including, without
limitation, police, fire and health regulations and requirements of the fire insurance underwriters.
5.4 Signs: The Tenant shall have the right, at all times during the Term, at its own expense, to
erect or cause to be erected such signs upon the Premises as it deems desirable, provided
however, that no exterior signs shall be so erected without the consent of the Landlord, such
consent not to be unreasonably withheld. The erection and maintenance of any and all such signs
shall be in conformity with the requirements of all applicable laws and regulations.
6. Insurance, Releases and Indemnity
6.1 Tenant's Insurance: The Tenant shall obtain and maintain in force and effect, the following
insurance:
(a) fire and extended insurance coverage on the Premises in amounts satisfactory to
the Landlord, acting reasonably, in addition to the assets of the Tenant, for which
the Tenant is legally liable, or which is installed by or on behalf of the Tenant,
within the Premises including, without limitation, stock -in -trade, furniture,
equipment, partitions, trade fixtures and Leasehold Improvements, in an amount
not less than the full replacement cost thereof from time to time;
(b) general liability and property damage insurance, including personal liability,
contractual liability, tenants' legal liability, non -owned automobile liability, and
owners' and contractors' protective insurance coverage with respect to the
Premises, which coverage shall include the business operations conducted by the
Tenant and any other person on the Premises. Such policies shall be written on a
comprehensive basis with coverage for any one occurrence or claim of not less
than two million dollars ($2,000,000.00) or such higher limits as the Landlord
may reasonably require from time to time;
(c) when applicable, broad form comprehensive boiler and machinery insurance on a
blanket repair and replacement basis, with limits for each accident in an amount
not less than the full replacement costs of the property, with respect to all boilers
and machinery owned or operated by the Tenant or by others (other than the
Landlord) on behalf of the Tenant in the Premises or relating to or serving the
Premises; and
(d) such other forms of insurance as may be reasonably required by the Landlord and
any mortgagee of the Premises from time to time.
The Tenant shall, upon request, provide to the Landlord certificates or policies of
insurance evidencing compliance with the foregoing requirements.

6.2 Mutual Release: The parties hereby release each other as follows:
(a) the Landlord hereby releases the Tenant with respect to any and all liability
(including that derived from the fault or neglect of the Tenant, its subsidiaries, its
parent company, assignees, subtenants, agents, employees or other persons under
its direction or control) which the Tenant might otherwise have for any damage to
or destruction of the Premises and any personal property of the Landlord, by fire,
other casualty or cause which the Landlord has otherwise insured, and
(b) the Tenant hereby releases the Landlord with respect to any and all liability
(including that derived from the fault or neglect of the Landlord, its subsidiaries,
its parent company, assignees, agents, employees or other persons under its
direction or control) which the Landlord might otherwise have for any damage to
or destruction of the Premises and any personal property of the Tenant, by fire,
other casualty or cause which the Tenant is required to insure against pursuant to
the terms of this Lease or has otherwise insured.
6.3 Further Release of Landlord: Without limiting any other provisions herein, the Landlord
shall not be liable for any damage resulting from the interruption of the Tenant's business caused
by fire or other hazards (whether insured or not) or interruption of utilities or for any indirect or
consequential damages, whether or not attributable to the negligence of the Landlord, and the
Tenant does hereby expressly release the Landlord of and from any and all liability for such
damage.
6.4 Indemnity: The Tenant shall indemnify the Landlord and save it harmless from any and all
losses or claims, actions, demands, liabilities and expenses in connection with loss of life,
personal injury and/or damage to or loss of property: (a) arising out of any occurrence in or about
the Premises; (b) occasioned or caused wholly or in part by any act or omission of the Tenant or
anyone for whom it is in law responsible; and (c) arising from any breach by the Tenant of any
provision of this Lease.
7. Environmental Matters
7.1 Hazardous Materials: The Tenant shall not cause or permit any Hazardous Material to be
brought upon, kept or used in or about the Premises; provided however that if any hazardous
material is necessary to the Tenant's business, such hazardous material may be brought upon,
kept or used in or about the Premises by Tenant but only if such hazardous materials are used,
kept and/or stored in a manner that complies with all laws regulating any such Hazardous
Material so brought upon, used or kept in or about the Premises. The Tenant shall immediately
notify the Landlord in writing or any release or other activity at or upon the Premises for which
notification of any governmental entity is required pursuant to applicable environmental or health
laws and regulations. As used herein, the term "Hazardous Material" shall mean any substance
capable of posing a risk or damage to health, safety, property or the environment including,
without limitation, any contaminant, pollutant, dangerous or potentially dangerous substance,
noxious substance, toxic substance, hazardous waste, flammable or explosive material,
radioactive material, urea formaldehyde foam insulation, asbestos, polychlorinated biphenyls,
polychlorinated biphenyl waste, polychlorinated biphenyl related waste, and any other substance

or material now or hereafter declared, defined or deemed to be regulated or controlled under any
applicable environmental or health laws and regulations.
7.2 Environmental Indemnity: If the Tenant breaches the obligations stated in the preceding
section, or if the presence of Hazardous Material on the Premises caused or permitted by the
Tenant results in contamination of the Premises, or if contamination of the Premises by
Hazardous Material otherwise occurs or exists as a result of the Tenant's use of the Premises, the
Tenant shall indemnify, defend and hold the Landlord harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses (including sums paid in
settlement of claims, legal fees (on a substantial indemnity basis) consultant fees and expert fees)
which arise during or after the Term as a result of such contamination by the Tenant. This
indemnification of the Landlord by the Tenant includes, without limitation, costs incurred in
connection with any investigation of site conditions or any clean-up, remedial, removal or
restoration work required by any federal, provincial or local governmental agency resulting from
the presence of any Hazardous Material in the soil or ground water on or under the Premises
caused or permitted by the Tenant or for which Tenant is otherwise responsible. Without limiting
the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by
the Tenant results in any contamination of the Premises, or if any contamination of this Premises
is discovered or suspected, the Tenant shall promptly take all actions, at its sole expense, as are
necessary to return the Premises to the condition existing prior to the introduction of any such
Hazardous Material to the Premises.
8. Damage or Destruction
8.1 Damage or Destruction of the Premises: If the Premises or any portion thereof is damaged or
destroyed by fire or by other casualty:
(a) rent shall abate in proportion to the area of that portion of the Premises which, in
the opinion of the Landlord's architect or professional engineer, is thereby
rendered unfit for the purposes of the Tenant until the Premises are repaired and
rebuilt, and the Landlord shall repair and rebuild the Premises. Rent shall
recommence to be payable one (1) day after the Landlord notifies the Tenant that
the Tenant may reoccupy the Premises for the purpose of undertaking its work;
(b) if the Premises cannot, in the reasonable opinion of the Landlord, be rebuilt within
one hundred and twenty (120) days of the damage or destruction, the Landlord
may terminate this Lease by giving to the Tenant, within thirty (30) days after
such damage or destruction, notice of termination, and thereupon rent and other
payments hereunder shall be apportioned and paid to the date of such damage or
destruction and the Tenant shall immediately deliver up vacant possession of the
Premises to the Landlord;
(c) in the event of damage or destruction occurring by reason of any cause in respect
of which proceeds of insurance are substantially insufficient to pay for the costs of
rebuilding the Premises or are not payable to or received by the Landlord, or in the
event that any mortgagee or other person entitled thereto shall not consent to the

payment to the Landlord of the proceeds of any insurance policy for such purpose
or, in the event that the Landlord is not able to obtain all necessary governmental
approvals and permits to rebuild the Premises, the Landlord may elect, within
thirty (30) days of such damage or destruction, on written notice to the Tenant, to
terminate this Lease, and the Tenant shall immediately deliver up vacant
possession of the Premises to the Landlord;
(d) the Landlord's obligation to repair and rebuild shall not include the obligation to
repair and rebuild any chattel, fixture, leasehold improvement, installation,
addition or partition in respect of which the Tenant is required to maintain
insurance hereunder, or any other property of the Tenant. In performing any
reconstruction or repair, the Landlord may effect reasonable changes to the
Premises and its equipment and systems; and
(e) any decisions regarding the extent to which the Premises has become unfit for use
shall be made by an architect or professional engineer appointed by the Landlord,
whose decision shall be final and binding upon the parties.
9. Right to Enter
9.1 Landlord's Right to Enter: The Landlord and its agents may, at all reasonable times upon
reasonable notice, enter upon the Premises to view the condition thereof or to make such repairs
or alterations as the Landlord may be required to make or may deem necessary for the safety,
improvement or preservation of the Premises or for the purpose of exhibiting the Premises to
prospective mortgagees and/or purchasers. The Landlord shall have the right to place upon the
Premises a "for sale" sign of reasonable dimensions. Provided that the Tenant has not exercised
any option to extend this Lease as provided herein, the Landlord shall be entitled, without notice
to or consent by the Tenant:
(a) at any time during the Term, to place upon the exterior of the Premises the
Landlord's usual notice(s) that the Premises are for rent; and
(b) at any time during the Term, on reasonable prior notice, to enter upon the
Premises during normal business hours for the purpose of exhibiting same to
prospective tenants.
10. Sublease, Assignment and Sale
10.1 Sublease and Assignment: The Tenant shall not sublet the Premises in whole or in part or
assign or charge or encumber this Lease or any interest therein or otherwise part with or share
possession of the Premises (any of the foregoing being a "Transfer") without the prior written
consent of the Landlord, which consent shall not be unreasonably withheld. The following shall
apply in connection with any Transfer:
(a) requests by the Tenant for the Landlord's consent to a Transfer shall be in writing
and shall be accompanied by the name, address, phone numbers, business
experience, credit and financial information and banking references of the party to
whom the Transfer is to be made (the "Transferee"). The Tenant shall also

provide such additional information pertaining to the Transferee as the Landlord
may reasonably require;
(b) notwithstanding any Transfer the Tenant shall remain fully liable to pay rent and
to perform all of the covenants, terms and conditions herein contained. The
Landlord may collect rent from the Transferee, and apply the net amount collected
to the rent payable hereunder, but no such Transfer or collection, or acceptance of
the Transferee as tenant, shall be deemed to be a waiver of this covenant;
(c) without limiting any other basis upon which the Landlord may reasonably
withhold consent, the Landlord shall not be obligated to provide its consent if the
Tenant is in default under this Lease or the Landlord is not satisfied, acting
reasonably, with the financial ability and good credit rating and standing of the
Transferee and the ability of the Transferee to carry on the permitted use;
(d) upon request of the Landlord the Transferee shall enter into an agreement with the
Landlord agreeing to be bound by all of the terms, covenants and conditions of
this Lease; and
(e) the Tenant shall pay to the Landlord, prior to receiving such consent, the
Landlord's reasonable administrative fees and all reasonable legal fees and
disbursements incurred by the Landlord in connection with the Transfer.
10.2 Estoppel Certificate: The Tenant shall, on ten (10) days' notice from the Landlord, execute
and deliver to the Landlord and/or as the Landlord may direct a statement as prepared by the
Landlord in writing certifying the following: (a) that this Lease is unmodified and in full force
and effect, or, if modified, stating the modifications and that the same is in full force and effect as
modified; (b) the amount of the annual rent then being paid; (c) the dates to which annual rent, by
installments or otherwise, and other additional rent or charges hereunder have been paid; (d)
whether or not there is any existing default on the part of the Landlord of which the Tenant has
notice; and (e) any other information and particulars as the Landlord may reasonably request.
10.3 Subordination and Non -Disturbance: This Lease and all of the rights of the Tenant
hereunder are, and shall at all times and at the option of the Landlord, be either: (a) subject and
subordinate to any and all security granted by the Landlord now or hereinafter in force against the
Premises; or (b) be in priority to any such security. Upon the request of the Landlord, the Tenant
shall promptly subordinate this Lease and all its rights hereunder or shall accept a subordination
of any security in favour of this Lease, in such form or forms as the Landlord may require to any
such security holder, and to all advances made or hereinafter to be made upon the security thereof
and will, if required, attorn to the holder thereof. No subordination by the Tenant shall have the
effect of permitting a security holder to disturb the occupation and possession by the Tenant of
the Premises or of affecting the rights of the Tenant pursuant to the terms of this Lease, provided
that the Tenant performs all of its covenants, agreements and conditions contained in this Lease
and contemporaneously executes a document of attornment as required by the security holder.
10.4 Sale by Landlord: In the event of the sale or lease by the Landlord of its interest in the
Premises or any part or parts thereof, and in conjunction therewith the assignment by the
Landlord of this Lease or any interest of the Landlord herein, the Landlord shall be relieved of
any liability under this Lease in respect of matters arising from and after such assignment.

11. Default and Remedies
11.1 Events of Default: The Tenant shall be in default upon the occurrence of any of the
following (all of which are "Events of Default'):
(a) any rent or other amount due is not paid within five (5) days after notice in writing
from the Landlord to the Tenant;
(b) the Tenant has breached any of its obligations in this Lease and, if such breach is
capable of being remedied and is not otherwise listed in this Section, after notice
in writing from the Landlord to the Tenant:
(i) the Tenant fails to remedy such breach within ten (10) days (or such
shorter period as may be provided in this Lease); or
(ii) if such breach cannot reasonably be remedied within ten (10) days or such
shorter period, the Tenant fails to commence to remedy such breach within
ten (10) days of such breach, or thereafter fails to proceed diligently to
remedy such breach;
(c) the Tenant becomes bankrupt or insolvent or takes the benefit of any statute for
bankrupt or insolvent debtors or makes any proposal, an assignment or
arrangement with its creditors, or any steps are taken or proceedings commenced
by any person for the dissolution, winding -up or other termination of the Tenant's
existence or the liquidation of its assets;
(d) a trustee, receiver, receiver/manager or a person acting in a similar capacity is
appointed with respect to the business or assets of the Tenant;
(e) the Tenant makes a sale in bulk of all or a substantial portion of its assets, other
than in conjunction with an assignment or sublease approved by the Landlord;
(f) this Lease or any of the Tenant's assets are taken under a writ of execution and
such writ is not stayed or vacated within fifteen (15) days after the date of such
taking;
(g) the Tenant makes an assignment or sublease, other than in compliance with the
provisions of this Lease;
(h) the Tenant abandons or attempts to abandon the Premises, or the Premises become
vacant or substantially unoccupied for a period of ten (10) consecutive days or
more without the consent of the Landlord;
(i) the Tenant moves or commences, attempts or threatens to move its trade fixtures,
chattels and equipment out of the Premises; or

(j) any insurance policy covering any part of the Premises is, or is threatened to be,
cancelled or adversely changed (including a substantial premium increase) as a
result of any action or omission by the Tenant or any person for whom it is legally
responsible.
11.2 Landlord Remedies: If and whenever an Event of Default occurs, then, without prejudice to
any other rights which it has pursuant to this Lease or at law, the Landlord shall have the
following rights and remedies, which are cumulative and not alternative:
(a) to terminate this Lease by notice to the Tenant or to re-enter the Premises and
repossess them and, in either case, enjoy them as of its former estate, and to
remove all persons and property from the Premises and store such property at the
expense and risk of the Tenant or sell or dispose of such property in such manner
as the Landlord sees fit without notice to the Tenant. If the Landlord enters the
Premises without notice to the Tenant as to whether it is terminating this Lease
under this Section 11.2(a) or proceeding under Section 11.2(b) or any other
provision of this Lease, the Landlord shall be deemed to be proceeding under
Section 11.2(b), and the Lease shall not be terminated, nor shall there be any
surrender by operation of law, but the Lease shall remain in full force and effect
until the Landlord notifies the Tenant that it has elected to terminate this Lease.
No entry by the Landlord during the Term shall have the effect of terminating this
Lease without notice to that effect to the Tenant;
(b) to enter the Premises as agent of the Tenant to do any or all of the following: (i)
relet the Premises for whatever length and on such terms as the Landlord, in its
discretion, may determine, and to receive the rent therefor; (ii) take possession of
any property of the Tenant on the Premises, store such property at the expense and
risk of the Tenant, or sell or otherwise dispose of such property in such manner as
the Landlord sees fit, without notice to the Tenant; (iii) make alterations to the
Premises to facilitate their reletting; and (iv) apply the proceeds of any such sale
or reletting first, to the payment of any expenses incurred by the Landlord with
respect to any such reletting or sale, second, to the payment of any indebtedness of
the Tenant to the Landlord other than rent, and third, to the payment of rent in
arrears, with the residue to be held by the Landlord and applied to payment of
future rent as it becomes due and payable, provided that the Tenant shall remain
liable for any deficiency to the Landlord;
(c) to remedy or attempt to remedy any default of the Tenant under this Lease for the
account of the Tenant and to enter upon the Premises for such purposes. No notice
of the Landlord's intention to remedy or attempt to remedy such default need be
given to the Tenant unless expressly required by this Lease, and the Landlord shall
not be liable to the Tenant for any loss, injury or damages caused by acts of the
Landlord in remedying or attempting to remedy such default. The Tenant shall pay
to the Landlord all expenses incurred by the Landlord in connection therewith;

(d) to recover from the Tenant all damages, costs and expenses incurred by the
Landlord as a result of any default by the Tenant including, if the Landlord
terminates this Lease, any deficiency between those amounts which would have
been payable by the Tenant for the portion of the Term following such termination
and the net amounts actually received by the Landlord during such period of time
with respect to the Premises; and
(e) to recover from the Tenant the full amount of the current month's rent together
with the next three months' installments of rent, all of which shall immediately
become due and payable as accelerated rent.
11.3 Distress: Notwithstanding any provision of this Lease or any provision of any applicable
legislation, none of the goods and chattels of the Tenant on the Premises at any time during the
Term shall be exempt from levy by distress for rent in arrears, and the Tenant waives any such
exemption. If the Landlord makes any claim against the goods and chattels of the Tenant by way
of distress, this provision may be pleaded as an estoppel against the Tenant in any action brought
to test the right of the Landlord to levy such distress.
11.4 Costs: The Tenant shall pay to the Landlord all damages, costs and expenses (including,
without limitation, all legal fees on a substantial indemnity basis) incurred by the Landlord in
enforcing the terms of this Lease, or with respect to any matter or thing which is the obligation of
the Tenant under this Lease, or in respect of which the Tenant has agreed to insure or to
indemnify the Landlord.
11.5 Remedies Cumulative: Notwithstanding any other provision of this Lease, the Landlord may
from time to time resort to any or all of the rights and remedies available to it in the event of any
default hereunder by the Tenant, either by any provision of this Lease, by statute, or common
law, all of which rights and remedies are intended to be cumulative and not alternative. The
express provisions contained in this Lease as to certain rights and remedies are not to be
interpreted as excluding any other or additional rights and remedies available to the Landlord by
statute or common law.
12. Miscellaneous
12.1 Notices: Any notice, delivery, payment or tender of money or document(s) to the parties
hereunder may be delivered personally or sent by prepaid registered or certified mail or prepaid
courier to the following addresses:
to the Landlord: 132 Elliott Street, Leamington, Ontario N8H 1 A 1
to the Tenant: 132 Elliott Street, Leamington, Ontario N81-1 IAl
and any such notice, delivery or payment so delivered or sent shall be deemed to have been given
or made and received upon delivery of same or on the third (3"d) business day following the
mailing of same, as the case may be. Each party may, by notice in writing to the others from time
to time, designate an alternative address to which notices given more than ten (10) days thereafter
shall be addressed. Notwithstanding the foregoing, any notice, delivery, payment or tender of

money or document(s) to be given or made to any party hereunder during any disruption in the
service of the Canada Post Office or the United States Postal Service shall be deemed to have
been received only if delivered personally or sent by prepaid courier.
12.2 Force Majeure: Notwithstanding any other provision contained herein, in the event that
either the Landlord or the Tenant should be delayed, hindered or prevented from the performance
of any act required hereunder by reason of any unavoidable delay, including strikes, lockouts,
unavailability of materials, inclement weather, acts of God or any other cause beyond its
reasonable care and control, but not including insolvency or lack of funds, then performance of
such act shall be postponed for a period of time equivalent to the time lost by reason of such
delay. The provisions of this Section shall not under any circumstances operate to excuse the
Tenant from prompt payment of rent and/or any other charges payable under this Lease.
12.3 Waiver: No waiver by any party hereto of any breach by any other party of any of its
covenants, agreements or obligations contained in this Lease shall be or be deemed to be a
waiver of any subsequent breach thereof or the breach of any other covenants, agreements or
obligations, nor shall any forbearance by any party hereto to seek a remedy for any breach by any
other party be a waiver by the party so forbearing of its rights and remedies with respect to such
breach or any subsequent breach. The subsequent acceptance of rent by the Landlord shall not be
deemed to be a waiver of any preceding breach by the Tenant of any term, covenant or condition
regardless of the Landlord's knowledge of such preceding breach at the time of the acceptance of
such rent. All rent and other charges payable by the Tenant to the Landlord hereunder shall be
paid without any deduction, set off or abatement whatsoever, and the Tenant hereby waives the
benefit of any statutory or other right in respect of abatement or set off in its favour at the time
hereof or at any future time.
12.4 Registration: Neither the Tenant nor anyone on the Tenant's behalf or claiming under the
Tenant (including any Transferee) shall register this Lease or any Transfer against the Premises.
The Tenant may register a notice or caveat of this Lease provided that: (a) a copy of the Lease is
not attached; (b) no financial terms are disclosed; (c) the Landlord gives its prior written approval
to the notice or caveat; and (d) the Tenant pays the Landlord's reasonable costs on account of the
matter. Upon the expiration or earlier termination of the Term, the Tenant shall immediately
discharge or otherwise vacate any such notice or caveat.
12.5 Interpretation: Words importing the singular number only shall include the plural and vice
versa, words importing the masculine gender shall include the feminine and neuter genders, and
words importing persons shall include firms and corporations and vice versa. The division of this
Lease into Sections and the insertion of headings are for convenience of reference only, and shall
not affect the construction or interpretation of this Lease. If any Section or part or parts of a
Section in this Lease are or become illegal or unenforceable, it or they shall be considered
separate and severable from the Lease and the remaining provisions of this Lease shall remain in
full force and effect and shall be binding upon the Landlord and the Tenant as though such
Section or part or parts thereof had never been included in this Lease. It is an express condition
of this Lease that the subdivision control provisions of the applicable provincial legislation be
complied with, if necessary. If such compliance is necessary, the Tenant covenants and agrees to
diligently proceed, at its own expense, to obtain the required consent, and the Landlord agrees to
co-operate with the Tenant in bringing such application.

12.6 Entire Agreement: There are no covenants, representations, warranties, agreements or other
conditions, express or implied, collateral or otherwise, forming part of or in any way affecting or
relating to this Lease, save as expressly set out or incorporated by reference herein, and this
Lease constitutes the entire agreement duly executed by the parties hereto, and no amendment,
variation or change to this Lease shall be binding unless the same shall be in writing and signed
by the parties hereto.
12.7 Successors and Assigns: The rights and liabilities of the parties shall enure to the benefit of
their respective heirs, executors, administrators, successors and assigns, subject to any
requirement for consent by the Landlord hereunder.
12.8 Personal Information: Any Tenant that is an individual person consents to the collection
and use of their personal information, as provided directly or collected from third parties, for the
purposes of the Landlord considering the Tenant's offer in respect of this Lease and determining
the suitability of the Tenant, as applicable (both initially and on an on -going basis), including the
disclosure of such information to existing and potential lenders, investors and purchasers.
[SIGNATURE PAGE FOLLOWS]

[signature page to Commercial Lease]
IN WITNESS WHEREOF the parties hereto have duly executed this Lease on the date first
written above.
LANDLORD
2606778 US Holdings,
Per: Cl`iristopher Ce�ni, President
I have authority to bind the Corporation.
TENANT Cervini Farms No ar a, Inc.
��G rth Clir
Per: Christophert-ervtAT,::F?esident
I have authority to bind the Corporation.

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