TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on July 20, 2021
Registration No. 333-       ​
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​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IIP OPERATING PARTNERSHIP, LP
(Exact name of registrants as specified in their charters)​
​
Delaware​
(State or other jurisdiction of
incorporation or organization)​
​ ​
6798​
(Primary Standard Industrial
Classification Code Number)
​ ​
61-1800557​
(I.R.S. Employer
Identification Number)
​
For co-registrants, see “Table of Co-Registrants” on the following page.
1389 Center Drive, Suite 200
Park City, Utah 84098
(858) 997-3332
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)​
Paul E. Smithers
President and Chief Executive Officer
Innovative Industrial Properties, Inc.
1389 Center Drive, Suite 200
Park City, UT 84098
(858) 997-3332
(Name, address, including zip code, and telephone number, including area code, of agent for service)​
Copy to:
Carolyn Long, Esq.
Curt Creely, Esq.
FOLEY & LARDNER LLP
3579 Valley Centre Drive,
Suite 300
San Diego, California 92130
Tel: (858) 847-6700
Fax: (858) 792-6773
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
​ Registrant and Co-Registrants (other than Innovative Industrial Properties, Inc.): ​ ​ Large-accelerated filer ☐
Non-accelerated filer ☒ 		​ ​
Accelerated filer ☐
Smaller reporting company ☐
​
​ ​ ​ ​ ​ ​ ​
Emerging Growth Company ☐
​
​ Innovative Industrial Properties, Inc.
(a Co-registrant): 		​ ​ Large-accelerated filer ☒
Non-accelerated filer ☐ 		​ ​
Accelerated filer ☐
Smaller reporting company ☐
​
​ ​ ​ ​ ​ ​ ​
Emerging Growth Company ☐
​
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)   ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐
​
Calculation of Registration Fee
​ ​
Title of Each Class of Securities to be Registered
​ ​ ​
Amount to be
Registered
​ ​ ​
Proposed Maximum
Offering Price Per Unit
​ ​ ​
Proposed Maximum
Aggregate Offering Price(1)
​ ​ ​
Amount of
Registration Fee(1)
​
5.50% Senior Notes due 2026
​ ​ ​
$300,000,000
​ ​ ​ ​ ​ 100% ​ ​ ​ ​
$300,000,000
​ ​ ​
$32,730
​
Guarantees of 5.50% Senior Notes due 2026(2)
​ ​ ​
—
​ ​ ​ ​ ​ — ​ ​ ​ ​
—
​ ​ ​
(3)
​
​
(1)
Calculated pursuant to Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).
​
(2)
The entities listed on the Table of Co-Registrants on the following page have guaranteed the notes being registered hereby.
​
(3)
No separate consideration will be received for the guarantees, and pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for guarantees.
​
​
The registrant and co-registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
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TABLE OF CO-REGISTRANTS
Exact Name of Co-Registrant as Specified in its Charter*
​ ​
State or
Other Jurisdiction
of Incorporation
or Organization
​ ​
Primary
Standard
Industrial
Classification
Code Number
​ ​
I.R.S. Employer
Identification Number
​
Innovative Industrial Properties, Inc.
​ ​ ​ ​ Maryland ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 81-2963381 ​ ​
IIP-AZ 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 82-3634394 ​ ​
IIP-AZ 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2952375 ​ ​
IIP-CA 1 LP
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-3384944 ​ ​
IIP-CA 2 LP
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-4168912 ​ ​
IIP-CA 3 LP
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2157384 ​ ​
IIP-CA 4 LP
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2157755 ​ ​
IIP-CA 5 LP
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2614918 ​ ​
IIP-GP LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-4138203 ​ ​
IIP-CO 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-2299414 ​ ​
IIP-CO 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-4451685 ​ ​
IIP-FL 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3265394 ​ ​
IIP-FL 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-4957937 ​ ​
IIP-FL 3 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 86-1565362 ​ ​
IIP-IL 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-2839050 ​ ​
IIP-IL 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3265595 ​ ​
IIP-IL 3 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3265524 ​ ​
IIP-IL 4 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3364406 ​ ​
IIP-IL 5 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-4957704 ​ ​
IIP-IL 6 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 86-3846242 ​ ​
IIP-MA 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 82-3862197 ​ ​
IIP-MA 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-1058492 ​ ​
IIP-MA 3 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2146604 ​ ​
IIP-MA 4 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-4069077 ​ ​
IIP-MA 5 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 85-1230280 ​ ​
IIP-MA 6 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 85-3911616 ​ ​
IIP-MA 7 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 86-3621776 ​ ​
IIP-MD 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 82-1520007 ​ ​
IIP-MI 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-1095301 ​ ​
IIP-MI 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-4567524 ​ ​
IIP-MI 3 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2227188 ​ ​
IIP-MI 4 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3079200 ​ ​
IIP-MI 5 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3469893 ​ ​
IIP-MI 6 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3841839 ​ ​
IIP-MI 7 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 85-2744630 ​ ​
IIP-MI 8 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 86-3622178 ​ ​
IIP-MN 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 82-3083925 ​ ​
IIP-ND 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3842119 ​ ​
IIP-NJ 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 85-1809387 ​ ​
 
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Exact Name of Co-Registrant as Specified in its Charter*
​ ​
State or
Other Jurisdiction
of Incorporation
or Organization
​ ​
Primary
Standard
Industrial
Classification
Code Number
​ ​
I.R.S. Employer
Identification Number
​
IIP-NJ 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 85-1809715 ​ ​
IIP-NV 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2058110 ​ ​
IIP-NY 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 81-4759744 ​ ​
IIP-NY 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 82-3035564 ​ ​
IIP-OH 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-3702650 ​ ​
IIP-OH 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-3740982 ​ ​
IIP-OH 3 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3845857 ​ ​
IIP-OH 4 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-4451883 ​ ​
IIP-PA 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 82-4265206 ​ ​
IIP-PA 2 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-3778601 ​ ​
IIP-PA 3LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 83-3806650 ​ ​
IIP-PA 4 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2302401 ​ ​
IIP-PA 5 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-2898347 ​ ​
IIP-PA 6 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3842075 ​ ​
IIP-PA 7 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 85-0745852 ​ ​
IIP-PA 8 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 86-2767797 ​ ​
IIP-TX 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 86-2368147 ​ ​
IIP-VA 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 84-3845747 ​ ​
IIP-WA 1 LLC
​ ​ ​ ​ Delaware ​ ​ ​ ​ ​ 6798 ​ ​ ​ ​ ​ 85-3924670 ​ ​
​
*
The address and telephone number of each co-registrant’s principal executive office is: c/o Innovative Industrial Properties, Inc., 1389 Center Drive, Suite 200, Park City, UT 84098, (858) 997-3332.
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The information in this prospectus is not complete and may be changed. We may not issue the exchange notes in the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 20, 2021
PRELIMINARY PROSPECTUS
[MISSING IMAGE: LG_INNOVATIVE-4CLR.JPG]
IIP OPERATING PARTNERSHIP, LP
OFFER TO EXCHANGE
$300,000,000 5.50% Senior Notes due 2026 and Guarantees that have been
registered under the Securities Act of 1933, as amended (the “Securities Act”)
for $300,000,000 5.50% Senior Notes due 2026 and Guarantees
We are offering, on the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to $300,000,000 of our 5.50% Senior Notes due 2026 that have been registered under the Securities Act (the “exchange notes”), for a like principal amount of our outstanding 5.50% Senior Notes due 2026 (the “private notes”). We refer to the private notes and the exchange notes collectively in this prospectus as the “notes.” The exchange notes will represent the same debt as the private notes and we will issue the exchange notes under the same indenture as the private notes. We refer to this exchange as the “exchange offer.”
Terms of the Exchange Offer
•
The exchange offer expires at 5:00 p.m., New York City time, on           , 2021, unless extended.
​
•
We will exchange all of the private notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are registered under the Securities Act.
​
•
You may withdraw tenders of the private notes at any time before the exchange offer expires.
​
•
There should be no material U.S. federal income tax consequences to holders exchanging private notes for exchange notes, but you should see the discussion under the caption “Material U.S. Federal Income Tax Consequences” for more information.
​
•
The terms of the exchange notes are identical in all material respects to the private notes, except that the exchange notes will be offered in an offering registered under the Securities Act, and the transfer restrictions, registration rights and additional interest provisions applicable to the private notes will not apply to the exchange notes.
​
•
The private notes are, and the exchange notes will be, fully and unconditionally guaranteed by Innovative Industrial Properties, Inc., a Maryland corporation, IIP Operating Partnership, LP’s sole general partner, which has no material assets other than its investment in IIP Operating Partnership, LP and IIP Operating Partnership, LP’s subsidiaries.
​
•
If you fail to tender your private notes, you will continue to hold unregistered, restricted securities for which no public market exists, and it may be difficult to transfer them, and we do not intend to apply for listing on any securities exchange or to seek quotation on any automated dealer quotation system.
​
Please refer to “Risk Factors” beginning on page 6 of this prospectus for a description of the risks you should consider when evaluating an investment in these securities.
We are not making this exchange offer in any state or other jurisdiction where it is not permitted.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is           , 2021.
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Experts ​ ​ ​ ​ 48 ​ ​
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You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information contained in this prospectus, as well as information that Innovative Industrial Properties, Inc. has previously filed with the Securities and Exchange Commission (“SEC”) and incorporated by reference, is accurate only as of the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” This information is available without charge to holders of the notes upon written or oral request to Innovative Industrial Properties, Inc., 11440 West Bernardo Court, Suite 100, San Diego, California 92127 (telephone: (858) 997-3332). In order to obtain timely delivery, noteholders must request the information no later than five business days prior to the expiration of the exchange offer contemplated by this prospectus, or      , 2021.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for private notes where such private notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending 90 days after such date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
 
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FORWARD-LOOKING STATEMENTS
This prospectus (including the documents incorporated by reference herein) contains “forward-looking statements” within the meaning of the federal securities laws. In particular, statements regarding anticipated growth in funds from operations and anticipated market and regulatory conditions, strategic direction, demographics, results of operations, plans and objectives are forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases, as well as by discussions of strategy, plans or intentions. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•
the impact of the COVID-19 pandemic, or future pandemics, on us, our business, our tenants, or the economy generally;
​
•
our business and investment strategy;
​
•
our projected operating results;
​
•
actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact that cannabis remains illegal under federal law;
​
•
rates of default on leases for our assets;
​
•
availability of suitable investment opportunities in the regulated cannabis industry;
​
•
our understanding of our competition and our potential tenants’ alternative financing sources;
​
•
the demand for regulated cannabis cultivation and processing facilities;
​
•
concentration of our portfolio of assets and limited number of tenants;
​
•
the estimated growth in and evolving market dynamics of the regulated cannabis market;
​
•
the expected medical-use or adult-use cannabis legalization in certain states;
​
•
shifts in public opinion regarding regulated cannabis;
​
•
the additional risks that may be associated with certain of our tenants cultivating adult-use cannabis in our cultivation facilities;
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•
the state of the U.S. economy generally or in specific geographic areas;
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•
economic trends and economic recoveries;
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•
our ability to access equity or debt capital;
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•
financing rates for our target assets;
​
•
our expected leverage;
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•
changes in the values of our assets;
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•
our expected portfolio of assets;
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•
our expected investments;
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•
interest rate mismatches between our assets and our borrowings used to fund such investments;
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•
changes in interest rates and the market value of our assets;
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•
the degree to which any interest rate or other hedging strategies may or may not protect us from interest rate volatility;
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•
the impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;
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•
Innovative Industrial Properties, Inc.’s ability to maintain its qualification as a REIT for U.S. federal income tax purposes;
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•
our ability to maintain our exemption from registration under the Investment Company Act of 1940;
​
•
availability of qualified personnel; and
​
•
market trends in our industry, interest rates, real estate values, the securities markets or the general economy.
​
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section of this prospectus entitled “Risk Factors” and those factors described in Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the “First Quarter 2021 Form 10-Q”) and Innovative Industrial Properties, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) or described from time to time in our other reports filed with the SEC.
 
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PROSPECTUS SUMMARY
The prospectus summary below highlights information contained elsewhere or incorporated by reference in this prospectus. The prospectus summary is not complete and does not contain all the information that you should consider before deciding whether to exchange your private notes for exchange notes pursuant to the exchange offer. For a more complete understanding of our business and financial affairs, we encourage you to read this entire prospectus, including “Risk Factors,” together with the documents incorporated by reference in this prospectus, including, without limitation, the 2020 Form 10-K and First Quarter 2021 Form 10-Q, before making a decision whether to participate in the exchange offer.
Unless the context requires or otherwise indicates, references in this prospectus to “we,” “our,” “us” or “our company” refer to Innovative Industrial Properties, Inc., a Maryland corporation (“IIP”), and its consolidated subsidiaries, including IIP Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”).
You should read the following summary together with the more detailed information regarding our company and the financial statements and related notes appearing elsewhere in this prospectus or incorporated by reference in this prospectus, including under the caption “Risk Factors.”
Our Company
Overview
We own, acquire and manage specialized industrial properties leased to experienced, state-licensed operators for their regulated cannabis facilities. We have leased and expect to continue to lease our properties on a triple-net lease basis, where the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term, including structural repairs, maintenance, real estate taxes and insurance.
IIP was incorporated in Maryland on June 15, 2016 and operates as a real estate investment trust, or REIT, for federal income tax purposes. IIP conducts its business through a traditional umbrella partnership real estate investment trust, or UPREIT structure, in which its properties are owned by the Operating Partnership, directly or through subsidiaries. IIP is the sole general partner of the Operating Partnership and owns, directly or through subsidiaries, 100% of the limited partnership interests in the Operating Partnership. As the sole general partner of the Operating Partnership, IIP has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control. IIP has no material assets, other than its investment in the Operating Partnership. As of March 31, 2021, we had 16 full-time employees.
Our co-founder and executive chairman, Alan D. Gold, is a 35-year veteran of the real estate industry, and our senior management team has significant experience in all aspects of the real estate industry, including acquisitions, dispositions, construction, development, management, finance and capital markets.
As of March 31, 2021, we owned 68 properties that were 100% leased to state-licensed cannabis operators and comprising an aggregate of approximately 5.9 million rentable square feet (including approximately 2.1 million rentable square feet under development/redevelopment) in Arizona, California, Colorado, Florida, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Dakota, Ohio, Pennsylvania, Texas, Virginia and Washington, with a weighted-average remaining lease term of approximately 16.7 years. As of March 31, 2021, we had invested an aggregate of approximately $1.1 billion in the aggregate (excluding transaction costs) and had committed an additional approximately $330.0 million (including tenant improvements and construction costs accrued but not yet funded as of March 31, 2021) to reimburse certain tenants and sellers for completion of construction and tenant improvements at our properties.
Our principal executive office is located at 389 Center Drive, Suite 200, Park City, UT 84098. Our telephone number is (858) 997-3332. Our website is located at www.innovativeindustrialproperties.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any other report or document we file with or furnish to the SEC.
 
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Summary of the Exchange Offer
Below is a summary of the material terms of the exchange offer. We are offering to exchange the exchange notes for the private notes. The terms of the exchange notes offered in the exchange offer are identical in all material respects to the private notes, except that the exchange notes will be registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions with respect to registration rights applicable to the private notes will not apply to the exchange notes. For more information, see the section entitled “The Exchange Offer,” which contains a more detailed description of the terms and conditions of the exchange.
​
The Exchange Offer
​ ​ We are offering to exchange the 5.50% Senior Notes due 2026 offered by this prospectus (the “exchange notes”) for the outstanding 5.50% Senior Notes due 2026 (the “private notes,” and together with the exchange notes, the “notes”) that are properly tendered and accepted. You may tender private notes only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will issue the exchange notes on or promptly after the exchange offer expires. As of the date of this prospectus, $300,000,000 principal amount of private notes is outstanding. ​
​
Expiration Date
​ ​ The exchange offer will expire at 5:00 p.m., New York City time, on          , 2021 (the 21st business day following commencement of the exchange offer), unless extended, in which case the expiration date will mean the latest date and time to which we extend the exchange offer. ​
​
Conditions to the Exchange Offer
​ ​ The exchange offer is not subject to any condition other than that it not violate applicable law or any applicable interpretation of the staff of the SEC. The exchange offer is not conditioned upon any minimum principal amount of private notes being tendered for exchange. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement with respect to the private notes and the applicable requirements of the Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the SEC. ​
​
Procedures for Tendering Private Notes
​ ​
If you wish to tender your private notes for exchange notes pursuant to the exchange offer, you must complete and sign a letter of transmittal in accordance with the instructions contained in the letter and forward it by mail, facsimile or hand delivery, together with any other documents required by the letter of transmittal, to the Exchange Agent (as defined below), either with the private notes to be tendered or in compliance with the specified procedures for guaranteed delivery of notes. Certain brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer. Holders of private notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such person promptly if they wish to tender private notes pursuant to the exchange offer. See “The Exchange Offer — 
Procedures for Tendering.”
Letters of transmittal and certificates representing private notes should not be sent to us. Such documents should only be sent to the Exchange Agent. Questions regarding how to tender private notes and requests for information should be directed to the Exchange Agent. See “The Exchange Offer — Exchange Agent.”
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Acceptance of the Private Notes and Delivery of the Exchange Notes
​ ​ Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all private notes which are validly tendered in the exchange offer and not withdrawn before 5:00 p.m., New York City time, on the expiration date. ​
​
Withdrawal Rights
​ ​ You may withdraw the tender of your private notes at any time before 5:00 p.m., New York City time, on the expiration date, by complying with the procedures for withdrawal described in this prospectus under the heading “The Exchange Offer — Withdrawal of Tenders.” ​
​
Material U.S. Federal Income Tax Consequences
​ ​ We believe that the exchange of notes will not be a taxable event for U.S. federal income tax purposes. For a discussion of material federal tax considerations relating to the exchange of notes, see “Material U.S. Federal Income Tax Consequences.” ​
​
Exchange Agent
​ ​ GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, the registrar and paying agent for the notes under the indenture governing the notes, is serving as the exchange agent for the notes (the “Exchange Agent”). ​
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Consequences of Failure to Exchange
​ ​ If you do not exchange your private notes for the exchange notes, you will continue to be subject to the restrictions on transfer provided in the private notes and in the indenture governing the private notes. In general, the private notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently plan to register the resale of the private notes under the Securities Act. ​
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Registration Rights Agreement
​ ​ You are entitled to exchange your private notes for the exchange notes with substantially identical terms. This exchange offer satisfies this right. After the exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your private notes. ​
We explain the exchange offer in greater detail beginning on page 15.
 
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Summary of the Exchange Notes
Other than the transfer restrictions, registration rights and additional interest provisions relating to registration rights applicable to the private notes, the exchange notes have the same financial terms and covenants as the private notes. The exchange notes will evidence the same debt as the private notes. The exchange notes will be issued under and entitled to the benefits of the same indenture under which the private notes were issued. The brief summary below describes the principal terms of the exchange notes. Some of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the exchange notes, see the section entitled “Description of Exchange Notes.” “Subsidiary guarantors” refers to each existing subsidiary of the Operating Partnership that will guarantee the exchange notes; “guarantees” refers to the full and unconditional guarantees of the exchange notes by IIP and the subsidiary guarantors; and “exchangeable senior notes” refers to the 3.75% Exchangeable Senior Notes due 2024 issued by the Operating Partnership and guaranteed by IIP and the subsidiary guarantors.
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Issuer of Notes
​ ​ IIP Operating Partnership, LP, a Delaware limited partnership. ​
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Securities Offered
​ ​ $300,000,000 principal amount of 5.50% Senior Notes due 2026. ​
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Maturity Date
​ ​ May 25, 2026, unless previously redeemed or repurchased by us prior to such date. ​
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Ranking of Notes
​ ​
The exchange notes will be the Operating Partnership’s senior unsecured obligations and will rank:
•
senior in right of payment to any of its future indebtedness that is expressly subordinated in right of payment to the exchange notes;
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•
equal in right of payment to any of its existing and future senior unsecured and unsubordinated indebtedness, including the exchangeable senior notes; and
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•
effectively junior in right of payment to any of its future secured indebtedness to the extent of the value of the assets securing such indebtedness.
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​
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Guarantees
​ ​ The exchange notes will be fully and unconditionally guaranteed by IIP and the subsidiary guarantors. Each subsidiary guarantor is wholly owned, directly or indirectly, by the Operating Partnership. Subject to the terms of the indenture, any new subsidiary of the Operating Partnership will also guarantee the exchange notes. The guarantees will be the unsecured and unsubordinated obligations of IIP and the subsidiary guarantors and will rank equally in right of payment with other unsecured and unsubordinated obligations of each of IIP and the subsidiary guarantors, including the exchangeable senior notes. IIP and the subsidiary guarantors may be automatically and unconditionally released and discharged from their guarantee obligations with respect to the exchange notes in certain circumstances. See “Description of Exchange Notes — Guarantees; Release.” IIP has no material assets other than its investment in the Operating Partnership. ​
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Interest
​ ​
The exchange notes will bear interest at a rate of 5.50% per year. Interest will be payable semi-annually in arrears on May 15 and November 15 of each year.
We will also be required to pay additional interest on the exchange notes under the circumstances described under “Description of Exchange Notes — Interest” and “Description of Exchange Notes — 
Reports” in this prospectus.
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​
Our Redemption Rights
​ ​ We may redeem the exchange notes at our option and in our sole discretion, at any time in whole or from time to time in part, at the applicable redemption price specified in this prospectus. If the exchange notes are redeemed on or after February 25, 2026, the redemption price will be equal to 100% of the principal amount of the exchange notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. See “Description of Exchange Notes — Our Redemption Rights” in this prospectus. ​
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Certain Covenants
​ ​
The indenture governing the exchange notes contains certain covenants that, among other things, limit the Operating Partnership’s, IIP’s and our subsidiaries’ ability to:
•
consummate a merger, consolidation or sale of all or substantially all of the assets of IIP, the Operating Partnership and our subsidiaries taken as a whole; and
​
•
incur secured and unsecured indebtedness.
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These covenants are subject to a number of important exceptions and qualifications. See “Description of Exchange Notes” in this prospectus for these covenants and other selected covenants applicable to the exchange notes.
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Trading
​ ​ The exchange notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation of the exchange notes on any automated dealer quotation system. ​
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Book-Entry Form
​ ​ The exchange notes will be issued in book-entry form and will be represented by one or more permanent global certificates deposited with, or on behalf of, DTC, and registered in the name of a nominee of DTC. Beneficial interests in any of the exchange notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances. ​
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Additional Notes
​ ​ We may, without the consent of holders of the exchange notes, increase the principal amount of the exchange notes by issuing additional notes in the future on the same terms and conditions, except for any difference in the issue price and interest accrued prior to the issue date of the additional notes, and with the same CUSIP number as the exchange notes offered hereby so long as such additional notes are fungible for U.S. federal income tax purposes with the exchange notes offered hereby. ​
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Risk Factors
​ ​ See “Risk Factors” beginning on page [      ] of this prospectus, as well as other information included in this prospectus, for a discussion of factors you should carefully consider that are relevant to an investment in the exchange notes. ​
 
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RISK FACTORS
You should consider carefully the risks described below and the risk factors incorporated by reference in this prospectus, as well as the other information included or incorporated by reference in this prospectus, before deciding to exchange your private notes for exchange notes pursuant to the exchange offer. Certain risks related to us and our business are contained in the section entitled “Risk Factors” and elsewhere in the 2020 Form 10-K and the First Quarter 2021 Form 10-Q. Additional risks or uncertainties not presently known to us, or that we currently deem immaterial, also may impair our business operations. We cannot assure you that any of the events discussed in the risk factors below or incorporated by reference herein will not occur. If such events do occur, the value of the exchange notes may decline substantially. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements.”
Risks Related to the Exchange Offer
Failure to comply timely with the exchange offer procedures could prevent a holder from exchanging its private notes for exchange notes.
Holders of private notes are responsible for complying with all exchange offer procedures on a timely basis. The issuance of exchange notes in exchange for private notes will only occur upon proper completion of the procedures described in this prospectus under “The Exchange Offer.” Holders of private notes who wish to exchange them for exchange notes should allow sufficient time for timely completion of the exchange procedures. Neither we nor the Exchange Agent are obligated to extend the exchange offer or notify you of any failure to follow the proper procedure. Private notes that are not tendered for exchange or are tendered for exchange but not accepted will, following consummation of the exchange offer, continue to be subject to the existing restrictions upon transfer relating to the private notes.
Some noteholders may be required to comply with the registration and prospectus delivery requirements of the Securities Act.
If you exchange your private notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities, and, if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. In addition, a broker-dealer that purchased private notes for its own account as part of market-making activities or other trading activities must deliver a prospectus when it sells the exchange notes it receives in exchange for private notes in the exchange offer. Our obligation to keep the registration statement of which this prospectus forms a part effective is limited. Accordingly, we cannot guarantee that a current prospectus will be available at all times to broker-dealers wishing to resell their exchange notes.
You may have difficulty selling the private notes that you do not exchange.
If you do not exchange your private notes for exchange notes in the exchange offer, the private notes you hold will continue to be subject to the existing restrictions on transfer of the private notes. The private notes may not be offered or sold, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register the private notes under the Securities Act. We expect that, following the consummation of the exchange offer, the trading market for the private notes will be negatively affected because of the limited amount of private notes expected to remain outstanding. Consequently, you may find it difficult to sell any private notes you continue to hold or to sell such private notes at the price you desire because there will be fewer private notes outstanding. In addition, if you are eligible to exchange your private notes in the exchange offer and do not exchange your private notes in the exchange offer, you will no longer be entitled to have those outstanding private notes registered under the Securities Act.
 
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The consummation of the exchange offer may not occur.
We are not obligated to complete the exchange offer under certain circumstances. See “The Exchange Offer  —  Conditions.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their exchange notes.
Risks Related to the Exchange Notes
The exchange notes will be effectively subordinated to the Operating Partnership’s future secured indebtedness to the extent of the value of the collateral securing such indebtedness, which may limit our ability to satisfy our obligations under the exchange notes.
The exchange notes will be the Operating Partnership’s unsecured and unsubordinated obligations and will rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness, including the exchangeable senior notes. The exchange notes will be subordinated in right of payment to the Operating Partnership’s future secured indebtedness (to the extent of the value of the collateral securing such indebtedness). Similarly, the guarantees will rank junior in right of payment to any future mortgages and other secured indebtedness of IIP and each subsidiary guarantor (to the extent of the value of the assets securing such indebtedness). As of March 31, 2021, the Operating Partnership had no secured indebtedness outstanding and had approximately $143.75 million of unsecured indebtedness outstanding, consisting solely of the aggregate principal amount of the exchangeable senior notes. Neither IIP nor the Operating Partnership’s subsidiaries had any secured indebtedness outstanding as of March 31, 2021.
Holders of any secured indebtedness that the Operating Partnership, IIP or the Operating Partnership’s subsidiaries may incur will have claims that are prior to your claims as holders of the exchange notes to the extent of the value of the assets securing such debt. If we were declared bankrupt or insolvent, or if we default under any future secured financing arrangements, the funds borrowed thereunder, together with accrued interest, could become immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the exchange notes, even if an event of default exists under the indenture governing the exchange notes at such time. In any such event, because the exchange notes are not secured by any of such assets, it is possible that there would not be sufficient assets from which your claims could be satisfied.
Our indebtedness may affect our ability to operate our business, and may have a material adverse effect on our financial condition and results of operations.
As of March 31, 2021, our total consolidated indebtedness was approximately $143.75 million aggregate principal amount, consisting solely of the exchangeable senior notes. Our indebtedness could have significant adverse consequences to us and the holders of the exchange notes, such as:
•
limiting our ability to satisfy our financial obligations, including those relating to the exchange notes;
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•
limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;
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•
limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt;
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•
limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
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•
restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;
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•
restricting the way in which we conduct our business because of financial and operating covenants;
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•
covenants in the agreements governing our, Innovative Industrial Properties, Inc.’s and our subsidiaries’ existing and future indebtedness;
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•
exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our, Innovative Industrial Properties, Inc.’s or our subsidiaries’ debt instruments that could have a material adverse effect on our business, financial condition and operating results;
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•
increasing our vulnerability to a downturn in general economic conditions; and
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•
limiting our ability to react to changing market conditions in our industry and in our tenants’ industries.
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In addition to our debt service obligations, our operations may require substantial investments. Our ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our properties, as well as to provide capacity for the growth of our business, depends on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and financial, business, competitive, legal and other factors.
The indenture governing the exchange notes contains restrictions that limit our flexibility in operating our business.
The indenture governing the exchange notes contains financial and operating covenants that, among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including restrictions on our ability to:
•
consummate a merger, consolidation or sale of all or substantially all of the assets of IIP, the Operating Partnership and the Operating Partnership’s subsidiaries taken as a whole; and
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•
incur additional secured and unsecured indebtedness.
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These covenants may restrict our ability to expand or fully pursue our business strategies. The indenture governing the exchangeable senior notes also contains certain covenants. Our ability to comply with these and other provisions of the indenture governing the exchange notes and the indenture governing the exchangeable senior notes may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting us. The breach of any of these covenants, including those contained in the indenture governing the exchangeable senior notes and the indenture governing the exchange notes, could result in a default under our indebtedness, which could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it. See “Description of Exchange Notes” in this prospectus.
Despite our existing indebtedness, we may still incur significantly more debt, which could exacerbate any or all of the risks related to our indebtedness, including our inability to pay principal or interest on the exchange notes.
We may be able to incur substantial additional indebtedness in the future. Although the indenture governing the exchange notes limits our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur additional indebtedness or other such obligations, we may face additional risks associated with our indebtedness, including our possible inability to pay principal or interest on the exchange notes.
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of exchange notes to return payments received from guarantors.
Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as any of the guarantees provided by IIP and the subsidiary guarantors, could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:
•
received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee;
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•
was insolvent or rendered insolvent by reason of the incurrence of the guarantee;
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•
was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
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•
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
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In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:
•
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
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•
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
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•
it could not pay its debts as they become due.
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The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay or defraud its creditors.
A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance of the exchange notes. If a court voided such guarantee, holders of the exchange notes would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the exchange notes to repay any amounts already received from a guarantor. If the court were to void the guarantees of Innovative Industrial Properties, Inc. or the subsidiary guarantors, we cannot assure you that funds would be available to pay the exchange notes from any other source.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to make payments on the exchange notes, and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.
Holders of the exchange notes and the exchangeable senior notes have the right to require us to repurchase such exchange notes for cash upon the occurrence of designated events. In addition, with respect to the exchangeable senior notes, we may be required under certain circumstances to settle exchanges of such exchangeable senior notes in cash. We expect that our future debt agreements or securities may contain similar provisions. We may not have sufficient funds to make the required repurchase or settlement, as applicable, of the exchange notes or the exchangeable senior notes in cash at the applicable time and, in such circumstances, may not be able to arrange the necessary financing on favorable terms, or at all. Similarly, IIP and the subsidiary guarantors may not have sufficient funds with which to pay such amounts in respect of their guarantees of the exchange notes or the exchangeable senior notes. In addition, the Operating Partnership’s ability to make the required repurchase or settlement may be limited by law or the terms of other debt agreements or securities, as may be IIP’s or any subsidiary guarantor’s ability to make payments in respect of its guarantee on such exchange notes. However, the Operating Partnership’s failure to make the required repurchase or settlement, as applicable, of the exchange notes or the exchangeable senior notes, and IIP’s or any subsidiary guarantor’s failure to pay such amounts pursuant to its guarantee of the exchange notes or the exchangeable senior notes, would constitute an event of default under the applicable indenture which, in turn, could constitute an event of default under other debt agreements, thereby resulting in their acceleration and required prepayment and further restricting our ability to make such payments and repurchases.
 
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We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness, including the exchange notes and the exchangeable senior notes, or to fund our other liquidity needs. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase.
We may need to refinance all or a portion of our indebtedness, including the exchange notes, on or before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
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our financial condition and market conditions at the time; and
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•
restrictions in the agreements governing our indebtedness.
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As a result, we may not be able to refinance any of our indebtedness, including the exchange notes, on commercially reasonable terms, or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations, including payments on the exchange notes. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity or delaying capital expenditures, or strategic acquisitions and alliances, any of which could have a material adverse effect on our operations. We cannot assure you that we will be able to effect any of these actions on commercially reasonable terms, or at all.
There is currently no trading market for the exchange notes, and a trading market for the exchange notes may not develop or be sustained.
The exchange notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation of the exchange notes on any automated dealer quotation system. Although the initial purchasers have advised us that they intend to make a market in the exchange notes, they are not obligated to do so and may discontinue any market-making at any time without notice. Accordingly, an active trading market may not develop for the exchange notes and, even if one develops, may not be maintained. The liquidity of the trading market, if any, and future trading prices of the exchange notes will depend on many factors, including, among other things, prevailing interest rates, the financial condition, results of operations, business, prospects and credit quality of us and other comparable entities, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in any of these factors, some of which are beyond our control. If an active trading market for the exchange notes does not develop or is not maintained, the market price and liquidity of the exchange notes is likely to be adversely affected, and holders may not be able to sell their exchange notes at desired times and prices or at all.
IIP has no significant operations and no material assets, other than its investment in the Operating Partnership.
The exchange notes will be fully and unconditionally guaranteed by IIP and the subsidiary guarantors. However, IIP has no significant operations and no material assets, other than its investment in the Operating Partnership. Furthermore, the guarantees of the exchange notes will be effectively subordinated in right of payment to all existing and future secured liabilities of us (including any entity IIP accounts for under the equity method of accounting). As of March 31, 2021, our total consolidated indebtedness was approximately $143.75 million aggregate principal amount, consisting solely of the exchangeable senior notes.
There are circumstances other than repayment, defeasance or discharge of the exchange notes under which the guarantees of the exchange notes by IIP and the subsidiary guarantors will be automatically released without consent the holders or the trustee.
IIP and the subsidiary guarantors will guarantee the Operating Partnership’s obligations under the exchange notes, including the due and punctual payment of principal of, and interest on, the exchange notes, whether at the stated maturity date, by declaration of acceleration, call for redemption or otherwise. The guarantees will be unsecured and unsubordinated obligations of IIP and the subsidiary guarantors and will rank equally in right of payment with other unsecured and unsubordinated obligations of IIP and the subsidiary guarantors. IIP and the subsidiary guarantors will be automatically and unconditionally released
 
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and discharged from their respective guarantee obligations with respect to the exchange notes following delivery of a written notice by us to the trustee, upon the release of all guarantees by IIP and subsidiary guarantors of the exchangeable senior notes and any additional guarantees by IIP and subsidiary guarantors of the Operating Partnership’s senior unsecured indebtedness for borrowed money. Upon the release of the guarantees of the exchange notes by IIP and the subsidiary guarantors, holders of the exchange notes will no longer have any claim against IIP or the subsidiary guarantors, and will be creditors solely of the Operating Partnership.
An increase in interest rates could result in a decrease in the relative value of the exchange notes.
In general, as market interest rates rise, exchange notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if you purchase the exchange notes and market interest rates increase, the market value of your exchange notes may decline. We cannot predict the future level of market interest rates.
We may choose to redeem the exchange notes when prevailing interest rates are relatively low.
The exchange notes are redeemable at our option and we may choose to redeem some or all of the exchange notes from time to time, especially when prevailing interest rates are lower than the rate borne by the exchange notes. If prevailing rates are lower at the time of redemption, you would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the exchange notes being redeemed. See “Description of Exchange Notes — Our Redemption Rights” in this prospectus.
A downgrade or elimination of the credit rating on the exchange notes could materially adversely affect the market value of the exchange notes.
The credit rating assigned to the exchange notes could change based upon, among other things, our results of operations and financial condition. This credit rating is subject to ongoing evaluation by the credit rating agency, and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, this credit rating is not a recommendation to buy, sell or hold the exchange notes or any other securities. The ratings of the exchange notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or value of, the exchange notes. Actual or anticipated changes or downgrades in the credit rating on the exchange notes, including any announcement that the rating is under further review for a downgrade, could affect the market value of the exchange notes, increase our corporate borrowing costs and limit availability of capital.
We may not be able to repurchase the exchange notes upon a Change of Control Triggering Event.
Upon the occurrence of a Change of Control Triggering Event (as defined in “Description of Exchange Notes — Change of Control Triggering Event”), unless we have previously exercised our optional redemption right with respect to the exchange notes in whole, we will be required to offer to repurchase the exchange notes at a price equal to 101% of the then outstanding principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. See “Description of Exchange Notes — Change of Control Triggering Event” in this prospectus.
If we experience a Change of Control Triggering Event, we may not have sufficient financial resources available to satisfy our obligations to repurchase the exchange notes. Our failure to repurchase the exchange notes as required under the indenture governing the exchange notes would result in a default under the indenture, which could result in defaults under our other debt agreements and have material adverse consequences for us and the holders of the exchange notes.
Moreover, if holders of the exchange notes elect to have their exchange notes repurchased by us (or holders of our other existing and future debt securities, such as the exchangeable senior notes that have a right to require us to repurchase their securities under certain circumstances, elect to have their debt securities repurchased by us) it could cause a default under our existing or future debt, even if the Change of
 
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Control Triggering Event itself does not result in a default under existing or future debt, due to the financial effect of such repurchase on us.
The provisions in the indenture governing the exchange notes relating to change of control transactions will not necessarily protect you in the event of a highly leveraged transaction.
While the indenture and the exchange notes contain terms intended to provide protections to holders upon the occurrence of certain events involving significant corporate transactions or our creditworthiness, these terms are limited and may not be sufficient to protect your investment in the exchange notes. The provisions in the indenture governing the exchange notes relating to change of control transactions will not necessarily afford you protection in the event of a highly-leveraged transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving us. These transactions may not involve a change in voting power or beneficial ownership or, even if they do, may not involve a change of the magnitude required under the definition of Change of Control Triggering Event in the indenture to trigger these provisions, including the requirement that the transactions be accompanied or followed within 60 days by a downgrade in, or elimination of, the rating of the exchange notes below certain levels by at least one rating agency (if the exchange notes are then rated by only one rating agency) or at least two rating agencies (if the exchange notes are then rated by two or more rating agencies). Except as described under “Description of Exchange Notes — Change of Control Triggering Event” in this prospectus, the indenture does not contain provisions that permit the holders of the exchange notes to require us to repurchase the exchange notes in the event of a takeover, recapitalization or similar transaction. Further, the definition of change of control, which is a condition precedent to a Change of Control Triggering Event, includes a phrase relating to the sale, transfer, conveyance or other disposition of “all or substantially all” of the assets of us IIP, the Operating Partnership and our subsidiaries taken as a whole. There is no precisely established definition of the phrase “substantially all” under applicable law. Accordingly, your ability to require us to repurchase your exchange notes as a result of a sale, transfer, conveyance or other disposition of less than all of our assets to another individual, group or entity may be uncertain.
 
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DISCLOSURES OF IIP OPERATING PARTNERSHIP, LP AND SUBSIDIARY GUARANTORS
In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered guaranteed securities. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers and guarantors of obligations guaranteed by the parent are no longer required to provide separate financial statements, provided that the parent guarantee is “full and unconditional,” the subsidiary obligor and subsidiary guarantors are consolidated into the parent company’s consolidated financial statements, and the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure to the extent material and summarized financial information, subject to certain exceptions as described below.
IIP and the subsidiary guarantors will guarantee the Operating Partnership’s obligations under the exchange notes on a full and unconditional basis, as described under the section entitled “Description of Exchange Notes.” The Operating Partnership is a wholly-owned subsidiary of IIP, and IIP owns all of its assets and conducts all of its operations through the Operating Partnership and the Operating Partnership is consolidated into IIP’s financial statements. All of the subsidiary guarantors are wholly-owned subsidiaries of the Operating Partnership, and are also consolidated into IIP’s financial statements. Based on the foregoing and because management believes that separate consolidated financial statements of the Operating Partnership and the subsidiary guarantors would be repetitive and would not provide incremental value to investors, such financial statements have not been provided. Furthermore, because the assets, liabilities and results of operations of IIP, the Operating Partnership and the subsidiary guarantors on a combined basis, are not materially different than the corresponding amounts in IIP’s consolidated financial statements, SEC rules provide that summarized financial information of the Operating Partnership and the subsidiary guarantors may also be omitted from the registration statement, of which this prospectus is a part.
 
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USE OF PROCEEDS
The exchange offer satisfies an obligation under the registration rights agreement relating to the private notes. We will not receive cash proceeds from the issuance of the exchange notes under the exchange offer. As further described in this prospectus, in consideration for the private notes we will receive in the exchange offer we will issue an equal principal amount of exchange notes. The private notes surrendered in exchange for the exchange notes will be retired and cancelled.
 
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THE EXCHANGE OFFER
Purpose of the Exchange Offer
On May 25, 2021, the Operating Partnership issued $300.0 million of the private notes to BTIG, LLC and Piper Sandler & Co., the initial purchasers, pursuant to a purchase agreement. The initial purchasers subsequently sold the private notes to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, in reliance on Rule 144A, and outside the United States under Regulation S of the Securities Act. As a condition to the sale of the private notes, we entered into a registration rights agreement with the representatives of the initial purchasers on May 25, 2021. Pursuant to the registration rights agreement, we agreed that we would:
(1)
use commercially reasonable efforts to file an exchange offer registration statement with the SEC on or prior to July 24, 2021;
​
(2)
use commercially reasonable efforts to cause the exchange offer registration statement to become effective on or prior to November 21, 2021;
​
(3)
use commercially reasonable efforts to cause the exchange offer to be consummated within 60 days after the exchange offer registration statement is declared effective; and
​
(4)
in some circumstances, file a shelf registration statement providing for the sale of the private notes by the holders thereof.
​
Upon the effectiveness of the exchange offer registration statement, we will offer the exchange notes in exchange for the private notes. A copy of the registration rights agreement is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.
Eligibility; Transferability
We are making the exchange offer in reliance on the interpretations of the SEC set forth in several no-action letters issued to third parties, including Morgan Stanley & Co., Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993). However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that you, or any other person receiving exchange notes, may offer for resale, resell or otherwise transfer such exchange notes without complying with the registration and prospectus delivery requirements of the U.S. federal securities laws, if:
•
you are, or the person or entity receiving such exchange notes is, acquiring such exchange notes in the ordinary course of business;
​
•
you do not, nor does any such person or entity, have an arrangement or understanding with any person or entity to participate in any distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;
​
•
you are not, nor is any such person or entity, our affiliate (as such term is defined under Rule 405 under the Securities Act); and
​
•
you are not acting on behalf of any person or entity who could not truthfully make these statements.
​
To participate in the exchange offer, you must represent as the holder of private notes that each of these statements is true.
We have not entered into any arrangement or understanding with any person who will receive exchange notes in this exchange offer to distribute those securities following completion of the offer. We are not aware of any person that will participate in the exchange offer with a view to distribute the exchange notes. Any holder of private notes who is our affiliate or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:
•
will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters described above; and
​
 
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•
must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the exchange notes and must be identified as an underwriter in the prospectus, unless the sale or transfer is made pursuant to an exemption from those requirements.
​
Any broker-dealer that participates in the exchange offer with respect to private notes acquired for its own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for such private notes may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that, by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resale of the exchange notes received in exchange for the initial notes where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of one year after the expiration date of the exchange offer, we will amend or supplement this prospectus in order to expedite or facilitate the disposition of any exchange notes by such broker-dealers. See “Plan of Distribution.”
This prospectus may be used for an offer for resale, resale or other transfer of exchange notes only as specifically set forth in this prospectus.
Terms of the Exchange Offer
Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept any and all private notes validly tendered and not withdrawn before the expiration date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding private notes surrendered pursuant to the exchange offer. You may tender private notes only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The form and terms of the exchange notes are the same as the form and terms of the private notes except that:
•
we will register the exchange notes under the Securities Act and, therefore, the exchange notes will not bear legends restricting their transfer; and
​
•
holders of the exchange notes will not be entitled to any of the rights of holders of private notes under the registration rights agreement, which rights will terminate upon the completion of the exchange offer.
​
The exchange notes will evidence the same debt as the private notes and will be issued under the same indenture, so the exchange notes and the private notes will be treated as a single class of debt securities under the indenture.
As of the date of this prospectus, $300.0 million in aggregate principal amount of the private notes are outstanding and registered in the name of Cede & Co., as nominee for DTC. Only registered holders of the private notes, or their legal representative or attorney-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. We will not set a fixed record date for determining registered holders of the private notes entitled to participate in the exchange offer.
You do not have any appraisal or dissenters’ rights under the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC.
We will be deemed to have accepted validly tendered private notes when, as and if we have given written notice of acceptance to the Exchange Agent. The Exchange Agent will act as your agent for the purposes of receiving the exchange notes from us.
If you tender private notes in the exchange offer you will not be required to pay brokerage commissions or fees with respect to the exchange of private notes pursuant to the exchange offer. We will pay all charges and expenses, other than the applicable taxes described below, in connection with the exchange offer.
 
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Expiration Date; Extensions; Amendments
The term “expiration date” will mean 5:00 p.m., New York City time on       , 2021 (the 21st business day following commencement of the exchange offer), unless we, in our sole discretion, extend the exchange offer, in which case the term expiration date will mean the latest date and time to which we extend the exchange offer.
To extend the exchange offer, we will notify the Exchange Agent and each registered holder of any extension in writing by a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The notice of extension will disclose the aggregate principal amount of the private notes that have been tendered as of the date of such notice.
We reserve the right, in our reasonable discretion:
•
to delay accepting any private notes due to an extension of the exchange offer; or
​
•
if any conditions listed below under “— Conditions” are not satisfied, to terminate the exchange offer,
​
in each case by written notice of the delay, extension or termination to the Exchange Agent and by press release or other public announcement.
We will follow any delay in acceptance, extension or termination as promptly as practicable by written notice to the registered holders by a press release or other public announcement. If we amend the exchange offer in a manner we determine constitutes a material change, we will promptly disclose the amendment in a prospectus supplement that we will distribute to the registered holders. We will also extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure, if the exchange offer would otherwise expire during the five to ten business day period.
Interest on the Exchange Notes
The exchange notes will bear interest at the same rate and on the same terms as the private notes. Consequently, the exchange notes will bear interest at a rate equal to 5.50% per year (calculated using a 360-day year). Interest will be payable on the exchange notes semi-annually on each May 15 and November 15.
Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the private notes or, if no interest has been paid on the private notes, from the date of initial issuance of the private notes. We will deem the right to receive any interest accrued but unpaid on the private notes waived by you if we accept your private notes for exchange.
Procedures for Tendering
Valid Tender
Except as described below, a tendering holder must, prior to the expiration date, transmit to GLAS Trust Company LLC, the Exchange Agent, at the address listed under the heading “— Exchange Agent”:
•
a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal; or
​
•
if the private notes are tendered in accordance with the book-entry procedures listed below, an agent’s message.
​
In addition, a tendering holder must:
•
deliver certificates, if any, for the private notes to the Exchange Agent at or before the expiration date; or
​
•
deliver a timely confirmation of book-entry transfer of the private notes into the Exchange Agent’s account at DTC, the book-entry transfer facility, along with the letter of transmittal or an agent’s message; or
​
 
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•
comply with the guaranteed delivery procedures described below.
​
The term “agent’s message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a book-entry confirmation, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.
If the letter of transmittal is signed by a person other than the registered holder of private notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The private notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the private notes must be signed exactly as the name of any registered holder appears on the private notes.
If the letter of transmittal or any private notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.
By tendering private notes pursuant to the exchange offer, each holder will represent to us that, among other things, the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder, and neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes. In the case of a holder that is not a broker-dealer, that holder, by tendering private notes pursuant to the exchange offer, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the exchange notes.
The method of delivery of private notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or private notes to us.
If you are a beneficial owner whose private notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the private notes by causing DTC to transfer the private notes into the Exchange Agent’s account, including by means of DTC’s Automated Tender Offer Program.
Signature Guarantees
Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the private notes surrendered for exchange are tendered:
•
by a registered holder of the private notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
​
•
for the account of an “eligible institution.”
​
If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.
Book-Entry Transfer
The Exchange Agent will make a request to establish an account for the private notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of private notes by causing
 
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DTC to transfer those private notes into the Exchange Agent’s account at DTC in accordance with DTC’s procedure for transfer. The participant should transmit its acceptance to DTC at or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered private notes into the Exchange Agent’s account at DTC and then send to the Exchange Agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from this participant that this participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant.
Delivery of exchange notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must:
•
be transmitted to and received by the Exchange Agent at the address listed under “— Exchange Agent” at or prior to the expiration date; or
​
•
comply with the guaranteed delivery procedures described below.
​
Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Exchange Agent.
Guaranteed Delivery
If a registered holder of private notes desires to tender the private notes, and the private notes are not immediately available, or time will not permit the holder’s private notes or other required documents to reach the Exchange Agent before the expiration date, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if:
•
the tender is made through an eligible institution;
​
•
prior to the expiration date, the Exchange Agent received from an eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery:
​
1.
stating the name and address of the holder of private notes and the amount of private notes tendered;
​
2.
stating that the tender is being made; and
​
3.
guaranteeing that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered private notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent’s message, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and
​
•
the certificates for all physically tendered private notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or any agent’s message, and all other documents required by the letter of transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the expiration date.
​
Determination of Validity
We will determine in our sole discretion all questions as to the validity, form and eligibility of private notes tendered for exchange. This discretion extends to the determination of all questions concerning the time of receipt, acceptance and withdrawal of tendered private notes. These determinations will be final and binding. We reserve the absolute right to reject any and all private notes not properly tendered or any private notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular private note either before or after the expiration date, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular private note either before or after the expiration date, including the letter of transmittal and the instructions to the letter of
 
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transmittal, shall be final and binding on all parties. Unless waived, you must cure any defects or irregularities with respect to tenders of private notes within the time we determine. Although we intend to notify you of defects or irregularities with respect to tenders of private notes, neither we, the Exchange Agent nor any other person will incur any liability for failure to give you that notification. Unless waived, we will not deem tenders of private notes to have been made until you cure any defects or irregularities.
Other Rights
While we have no present plan to acquire any private notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any private notes that are not tendered in the exchange offer, we reserve the right in our sole discretion to purchase or make offers for any private notes that remain outstanding after the expiration date. We also reserve the right to terminate the exchange offer, as described below under “— Conditions,” and, to the extent permitted by applicable law, purchase private notes in the open market, in privately negotiated transactions or otherwise. The terms of any of those purchases or offers could differ from the terms of the exchange offer.
Acceptance of Private Notes for Exchange; Issuance of Exchange Notes
Upon the terms and subject to the conditions of the exchange offer, we will accept, promptly after the expiration date, all private notes properly tendered. We will issue the exchange notes promptly after acceptance of the private notes. For purposes of the exchange offer, we will be deemed to have accepted properly tendered private notes for exchange when, as and if we have given oral or written notice to the Exchange Agent, with prompt written confirmation of any oral notice.
In all cases, issuance of exchange notes for private notes will be made only after timely receipt by the Exchange Agent of:
•
certificates for the private notes, or a timely book-entry confirmation of the private notes, into the Exchange Agent’s account at the book-entry transfer facility;
​
•
a properly completed and duly executed letter of transmittal or an agent’s message; and
​
•
all other required documents.
​
For each private note accepted for exchange, the holder of the private note will receive an exchange note having a principal amount equal to that of the surrendered private note.
Return of Notes
Unaccepted or non-exchanged private notes will be returned without expense to the tendering holder of the private notes. In the case of private notes tendered by book-entry transfer in accordance with the book-entry procedures described above, the non-exchanged private notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer.
Withdrawal of Tenders
Except as otherwise provided in this prospectus, you may withdraw tenders of private notes at any time before 5:00 p.m., New York City time, on the expiration date.
For a withdrawal to be effective, the Exchange Agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated under “— Exchange Agent” before the expiration date. Any notice of withdrawal must:
•
specify the name of the person, referred to as the depositor, having tendered the private notes to be withdrawn;
​
•
identify the private notes to be withdrawn, including the certificate number or numbers and principal amount of the private notes;
​
•
contain a statement that the holder is withdrawing its election to have the private notes exchanged;
​
 
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•
be signed by the holder in the same manner as the original signature on the letter of transmittal by which the private notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the private notes register the transfer of the private notes in the name of the person withdrawing the tender; and
​
•
specify the name in which the private notes are registered, if different from that of the depositor.
​
If certificates for private notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution, unless this holder is an eligible institution. If private notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn private notes.
We will determine in our sole discretion all questions as to the validity, form and eligibility of the notices, and our determination will be final and binding on all parties. We will not deem any properly withdrawn private notes to have been validly tendered for purposes of the exchange offer, and we will not issue exchange notes with respect to those private notes, unless you validly retender the withdrawn private notes. You may retender properly withdrawn private notes by following the procedures described above under “— Procedures for Tendering” at any time before 5:00 p.m., New York City time, on the expiration date.
Conditions
Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange the exchange notes for, any private notes, and may terminate the exchange offer as provided in this prospectus before the expiration of the exchange offer, if, in our reasonable judgment, the exchange offer violates applicable law, rules or regulations or an applicable interpretation of the staff of the SEC.
If we determine in our reasonable discretion that any of these conditions are not satisfied, we may:
•
refuse to accept any private notes and return all tendered private notes to you;
​
•
extend the exchange offer and retain all private notes tendered before the exchange offer expires, subject, however, to your rights to withdraw the private notes; or
​
•
waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered private notes that have not been withdrawn.
​
If the waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that we will distribute to the registered holders of the private notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.
Termination of Rights
All of your rights under the registration rights agreement will terminate upon consummation of the exchange offer, except with respect to our continuing obligations:
•
to indemnify you and parties related to you against liabilities, including liabilities under the Securities Act; and
​
•
to provide, upon your request, the information required by Rule 144A(d)(4) under the Securities Act to permit resales of the notes pursuant to Rule 144A.
​
Shelf Registration
In the event that:
(1)
we and IIP determine that an exchange offer is not available or may not be completed because it would violate any applicable law or applicable interpretations of the SEC;
​
 
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(2)
an exchange offer is not for any other reason completed on or prior to January 20, 2022; or
​
(3)
we receive a request from any initial purchaser of the private notes that represents that it holds private notes that are or were ineligible to be exchanged for the exchange notes in the exchange offer,
​
we and IIP shall use our commercially reasonable efforts to cause to be filed with the SEC as soon as practicable after such determination, date or request, as the case may be, but in no event later than 30 days after such determination, date or request, a shelf registration statement providing for the sale of all the registrable securities by the holders thereof and to have such shelf registration statement declared effective by the SEC no later than 90 days after such determination, date or request; provided that no holder shall be entitled to have its registrable securities covered by such shelf registration statement unless such holder has satisfied certain conditions relating to the provision of information in connection with the shelf registration statement.
For purposes of this prospectus, “registrable securities” shall mean the private notes; provided that the private notes shall cease to be registrable securities (a) when a registration statement with respect to such private notes has been declared effective under the Securities Act and such private notes have been exchanged or disposed of pursuant to such registration statement, (b) when such private notes are eligible to be sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act or (c) when such private notes cease to be outstanding.
Liquidated Damages
If:
(1)
we fail to file any of the registration statements required by the registration rights agreement on or prior to the date specified for such filing;
​
(2)
any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the effectiveness target date);
​
(3)
we fail to consummate the exchange offer within 60 business days of the effectiveness target date with respect to the exchange offer registration statement;
​
(4)
the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the registrable securities during the periods specified in the registration rights agreement; or
​
(5)
we, IIP or any subsidiary guarantor through our omission fail to name as a selling securityholder any holder of registrable securities that has complied timely with its obligations hereunder in a manner to entitle such holder to be named in the shelf registration statement that we are required to file (each such event referred to in clauses (1) through (5) above, a registration default),
​
then we will pay liquidated damages to each holder of registrable securities and notify the trustee that liquidated damages apply to the registrable securities.
With respect to the first 90-day period immediately following the occurrence of the first registration default, liquidated damages will be paid in an amount equal to one quarter of one percent (0.25%) per annum of the principal amount of the registrable securities. The amount of the liquidated damages will increase by an additional one quarter of one percent (0.25%) per annum of the principal amount of registrable securities with respect to the subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of liquidated damages for all registration defaults of one half of one percent (0.5%) per annum of the principal amount of registrable securities.
All accrued liquidated damages will be paid by us on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of registrable securities in the form of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.
Following the cure of all registration defaults, the accrual of liquidated damages will cease.
 
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Exchange Agent
We have appointed GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as exchange agent for the exchange offer of notes. All executed letters of transmittal and any other required documents should be directed to the Exchange Agent at the address or facsimile number set forth below. You should direct questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the Exchange Agent addressed as follows:
GLAS Trust Company LLC
​
By Hand, Overnight Delivery or Mail
(Registered or Certified Mail Recommended):
​ ​
By Facsimile Transmission
(for eligible institutions only):
​
​
GLAS TRUST COMPANY LLC
3 Second Street, Suite 206
Jersey City, NJ 07311
Attn.: Transaction Management for IIPR
Email: clientservices.americas@glas.agency
​ ​
212-202-6246
Attn: Transaction Management for IIPR
Fax cover sheets should provide a call back number and request a call back, upon receipt.
Confirm receipt by calling:
201-839-2200
​
For Information Call:
201-839-2200
Fees and Expenses
We will bear the expenses of soliciting tenders. We have not retained any dealer manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.
We will pay the cash expenses incurred in connection with the exchange offer. These expenses include registration fees, fees and expenses of the Exchange Agent and the trustee, accounting and legal fees and printing costs, among others.
We will pay all transfer taxes, if any, applicable to the exchange of notes pursuant to the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of the private notes pursuant to the exchange offer, then you must pay the amount of the transfer taxes. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to you.
Consequence of Failures to Exchange
Participation in the exchange offer is voluntary. We urge you to consult your financial and tax advisors in making your decisions on what action to take. Private notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, those private notes may be resold only:
•
to us, IIP, or one of our subsidiaries;
​
•
for so long as the private notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom the seller reasonably believes is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A and otherwise in a transaction meeting the requirements of Rule 144A;
​
•
pursuant to a registration statement that has been declared effective under the Securities Act;
​
•
pursuant to offers and sales that occur outside the United States to non-U.S. persons within the meaning of Regulation S under the Securities Act; or
​
 
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•
pursuant to another available exemption from the registration requirements of the Securities Act, subject to our and the trustee’s right prior to any such offer, sale or transfer to require the delivery of an opinion of counsel and/or other information satisfactory to each of us or the trustee.
​
In each case, the private notes may be resold only in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction.
Accounting Treatment
The exchange notes will be recorded at the same carrying value as the private notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized.
 
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DESCRIPTION OF EXCHANGE NOTES
As used in this section, the terms “we,” “us,” “our” or “IIP Operating Partnership, LP” refer to IIP Operating Partnership, LP and not to any of its subsidiaries. Unless the context requires otherwise, references to “notes” mean the exchange notes, the term “interest” includes additional interest, if any, as described below and references to dollars mean U.S. dollars.
The following description summarizes certain terms and provisions of the notes, the guarantees and the indenture, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the actual terms and provisions of the notes, the guarantees and the indenture, which are incorporated herein by reference. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the notes or the indenture, as applicable.
The terms of the exchange notes are identical in all material respects to the private notes, except that (1) the exchange notes will have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the initial notes and (2) holders of the exchange notes will not be entitled to certain rights of holders of private notes under the provisions of the registration rights agreement relating to the private notes.
General
We issued the private notes and will issue the exchange notes pursuant to an indenture, dated as of May 25, 2021, among IIP Operating Partnership, LP, as issuer, IIP and our subsidiaries, as guarantors, and GLAS Trust Company LLC, as trustee. You may request copies of the indenture and the form of the notes from us.
The notes will be issued only in fully registered, book-entry form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof, except under the limited circumstances described below under “— Book-Entry, Delivery and Form.” The registered holder of a note will be treated as its owner for all purposes.
If any interest payment date, stated maturity date, redemption date or Change of Control Payment Date (as defined below) is not a business day, the payment otherwise required to be made on such date will be due on the next business day without any additional payment as a result of such delay. The term “business day” means, with respect to any note, any day, other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. All payments will be made in U.S. dollars.
The notes will be fully and unconditionally guaranteed by IIP and the subsidiary guarantors on an unsecured and unsubordinated basis. See “— Guarantees; Release” below.
The terms of the notes provide that we are permitted to reduce interest payments and payments upon a redemption of notes otherwise payable to a holder for any amounts we are required to withhold by law. For example, non-U.S. holders of the notes may, under some circumstances, be subject to U.S. federal withholding tax with respect to payments of interest on the notes. We will set-off any such withholding tax that we are required to pay against payments of interest payable on the notes and payments upon a redemption of notes.
Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness, including the exchangeable senior notes. However, the notes will be effectively subordinated in right of payment to any future secured indebtedness (to the extent of the value of the collateral securing such indebtedness). The notes will also be effectively subordinated in right of payment to all existing and future secured indebtedness of IIP and our subsidiaries. As of March 31, 2021, we had no secured indebtedness outstanding and had approximately $143.75 million of unsecured indebtedness outstanding, consisting solely of the aggregate principal amount of the exchangeable senior notes.
 
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Except as described under “— Certain Covenants” and “— Merger, Consolidation or Sale,” the indenture governing the notes does not prohibit us, IIP or any of our subsidiaries from incurring additional indebtedness or issuing preferred equity in the future, nor does the indenture afford holders of the notes protection in the event of (1) a recapitalization transaction or other highly leveraged or similar transaction, (2) a change of control of us or (3) a merger, consolidation, reorganization, restructuring or transfer or lease of substantially all of our assets or similar transaction that may adversely affect the holders of the notes. We may, in the future, enter into certain transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may increase the amount of our indebtedness or substantially change our assets, which may have an adverse effect on our ability to service our indebtedness, including the notes. See “Risk Factors — Risks Related to the Notes.” Despite our substantial indebtedness, we, IIP or our subsidiaries may still incur significantly more debt, which could exacerbate any or all of the risks related to our indebtedness, including our inability to pay principal or interest on the notes.
Additional Notes
The notes will initially be limited to an aggregate principal amount of $300 million.
We may, without the consent of the holders of the notes, increase the principal amount of the notes by issuing additional notes in the future on the same terms and conditions (except for any difference in the issue date, issue price and interest accrued prior to the issue date of the additional notes, and, if applicable, the first interest payment date), and with the same CUSIP number as the notes offered hereby so long as such additional notes are fungible for U.S. federal income tax purposes with the notes offered hereby. The notes offered pursuant to this prospectus and any additional notes of such series would rank equally and ratably in right of payment and would be treated as a single series of debt securities for all purposes under the indenture.
Interest
Interest on the notes will accrue at the rate of 5.50% per year and will be payable semi-annually in arrears on May 15 and November 15 of each year. The interest so payable will be paid to each holder in whose name a note is registered at the close of business on the May 1 or November 1 (whether or not a business day) immediately preceding the applicable interest payment date. In addition, we may be required to pay additional interest on the notes as provided below and under “— Reports.”
If any interest payment date, maturity or redemption date or Change of Control Payment Date falls on a day that is not a business day, the required payment shall be due on the next business day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable from and after such interest payment date, maturity or redemption date or Change of Control Payment Date, as the case may be, to such next business day.
If we redeem the notes in accordance with the terms of such note, we will pay accrued and unpaid interest and premium, if any, to the holder that surrenders such note for redemption. However, if a redemption falls after a record date and on or prior to the corresponding interest payment date, we will pay the full amount of accrued and unpaid interest and premium, if any, due on such interest payment date to the holder of record at the close of business on the corresponding record date.
Pursuant to the terms of the indenture, if a Debt Rating (as defined below) is downgraded or withdrawn entirely as of the beginning of any six-month interest period under the notes, interest on the notes will accrue during such six-month interest period based upon the Debt Rating as set forth below:
​
Debt Rating
​ ​
Interest Rate
​
​ BB+ (or the equivalent) or lower, but higher than B+ (or the equivalent) ​ ​ 6.0% (an increase of 50 basis points over the initial interest rate on the notes) ​
​ B+ (or the equivalent) or lower ​ ​ 6.25% (an increase of 75 basis points over the initial interest rate on the notes) ​
​ No rating ​ ​ 6.50% (an increase of 100 basis points over the initial interest rate on the notes) ​
 
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For purposes of this interest rate provision, “Debt Rating” means, as of any date of determination, the rating as determined by a minimum of one nationally recognized statistical rating organization, including Egan Jones, S&P, Moody’s or Fitch (each as defined below) (individually, a “Debt Rating” and collectively, the “Debt Ratings”) of the notes; provided that (1) if the respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the interest rate for the higher of such Debt Ratings shall apply, and (2) if there is a split in Debt Ratings of more than one level, then the interest rate that is one level lower than the higher Debt Rating shall apply.
Each change in the interest rate resulting from a publicly-announced change in the Debt Rating shall be effective commencing as of the beginning of the first six-month interest period following the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. We will pay the additional interest to holders entitled thereto in the same manner as interest is paid on the notes.
Maturity
The notes will mature on May 25, 2026 and will be paid against presentation and surrender thereof at the corporate trust office of the trustee unless earlier repurchased or redeemed by us at our option as described under “— Our Redemption Rights” below. The notes will not be entitled to the benefits of, or be subject to, any sinking fund.
Our Redemption Rights
We may redeem the notes at our option and in our sole discretion at any time in whole or from time to time in part. Prior to the applicable Par Call Date (as defined below), the redemption price will equal the greater of:
•
100% of the principal amount of the notes being redeemed; or
​
•
as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the redemption date) that would be due if the notes matured on the applicable Par Call Date discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of 12 30-day months) at the applicable Adjusted Treasury Rate (as defined below) plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the applicable redemption date; provided, however, that if the redemption date falls after a record date and on or prior to the corresponding interest payment date, we will pay the full amount of accrued and unpaid interest, if any (plus additional interest, if applicable), on such interest payment date to the holder of record at the close of business on the corresponding record date (instead of the holder surrendering its notes for redemption).
​
Notwithstanding the foregoing, if the notes are redeemed on or after the applicable Par Call Date, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.
As used herein:
“Adjusted Treasury Rate” means, on any redemption date, the rate per year, as determined by the Quotation Agent, equal to:
•
the yield, under the heading that represents the weekly average yield (being, if not reported as a weekly average yield, the average of the five most recent daily reported yields), appearing in the most recently published statistical release designated “H.15” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within three months before or after the Remaining Life of the notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from those yields on a straight-line basis rounding to the nearest month; or
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•
if that release, or any successor release, is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
​
The Adjusted Treasury Rate will be calculated at 5:00 p.m. (New York City time) on the third business day preceding the date of the notice of redemption by the Quotation Agent.
“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life.
“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
“Par Call Date” means February 25, 2026 (the date that is three months prior to the maturity date).
“Quotation Agent” means the Reference Treasury Dealer appointed by us.
“Reference Treasury Dealer” means, (1) BTIG, LLC, its successor or one of its affiliates, (2) Piper Sandler & Co., its successor or one of its affiliates, (3) a Primary Treasury Dealer (as defined below) selected by GLAS Trust Company LLC, its successor or one of its affiliates and (4) any one other Primary Treasury Dealers selected by us; provided, however, that if any of the Reference Treasury Dealers referred to in clauses (1) – (3) for the notes ceases to be a primary U.S. Government securities dealer (“Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such date of the notice of redemption.
“Remaining Life” means the remaining term of the notes to be redeemed, calculated as if the maturity date of such notes were the applicable Par Call Date.
Notice of any redemption will be mailed at least 15 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed, except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption. Notice of any redemption may, in our discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption will describe each such condition and, if applicable, will state that, in our discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of redemption as so delayed.
If we decide to redeem the notes in part, the trustee will select the notes to be redeemed (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) on a pro rata basis or such other method it deems fair and appropriate or is required by the depository for the notes.
In the event of any redemption of the notes in part, we will not be required to:
•
issue or register the transfer or exchange of any note during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of such notes selected for redemption and ending at the close of business on the day of such mailing; or
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•
register the transfer or exchange of any note so selected for redemption, in whole or in part, except the unredeemed portion of any note being redeemed in part.
​
If the paying agent holds funds sufficient to pay the redemption price of notes on the redemption date, then on and after such date:
•
such notes will cease to be outstanding;
​
•
interest on such notes will cease to accrue; and
​
•
all rights of holders of such notes will terminate except the right to receive the redemption price;
​
in each case, whether or not book-entry transfer of the notes in book-entry form is made and whether or not notes in certificated form, together with the necessary endorsements, are delivered to the paying agent.
We will not redeem the notes on any date if the principal amount of the notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date.
Without limiting the foregoing, we may also, to the extent permitted by law, and directly or indirectly (regardless of whether such notes are surrendered to us), repurchase notes in the open market or otherwise, whether by us, IIP or our subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements or otherwise, including by cash-settled swaps or other derivatives. We will cause any notes so repurchased (other than notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the trustee for cancellation, and they will no longer be considered outstanding under the indenture upon their repurchase.
Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event, unless we or a third party has previously or concurrently delivered a redemption notice with respect to all of the outstanding notes as described under “— Our Redemption Rights,” we will be required to offer to repurchase the notes, as described below (the “Change of Control Offer”), at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
Within 30 days following the date upon which the Change of Control Triggering Event occurs, we must send, or cause the trustee to send, a notice to each holder, with a copy to the trustee (if we send such notice), which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the repurchase date, which must be no earlier than 15 days nor later than 60 days after the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a note repurchased pursuant to a Change of Control Offer will be required to surrender the note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such holder’s notes that it agrees to sell to us pursuant to the Change of Control Offer, to the paying agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.
If a Change of Control Offer is made, there can be no assurance that we will have available funds sufficient to pay the repurchase price for all the notes that might be delivered by holders seeking to accept the Change of Control Offer. In the event we are required to repurchase outstanding notes pursuant to a Change of Control Offer, we expect that we would seek third-party financing to the extent we do not have available funds to meet our purchase obligations. However, there can be no assurance that we would be able to obtain such financing. In addition, there can be no assurance that we would be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding indebtedness that may in the future prohibit the Change of Control Offer. The failure to consummate a Change of Control Offer would constitute an Event of Default under the indenture. See “Risk Factors — Risks Related to the Notes — We may not be able to repurchase the notes upon a Change of Control Triggering Event” for more information.
One of the events that constitutes a Change of Control under the indenture is the disposition of “all or substantially all” of the assets of IIP, us and our subsidiaries taken as a whole. This term has not been
 
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interpreted under New York law, which is the governing law of the indenture, to represent a specific quantitative test. As a consequence, if holders of the notes assert that we are required to make a Change of Control Offer and we elect to contest such assertion, there is uncertainty as to how a court interpreting New York law would interpret the term. Neither IIP’s board of directors nor the trustee may waive the covenant for us to make a Change of Control Offer following a Change of Control Triggering Event. Certain restrictions in the indenture related to our ability to incur additional secured indebtedness and to grant liens on our properties may also make more difficult or discourage a takeover of us, whether favored or opposed by the management or IIP’s stockholders. There can be no assurance that we or the acquiring party will have sufficient financial resources to effect a Change of Control Offer. Such restrictions may, in certain circumstances, make more difficult or discourage any leveraged buyout of us or any of our subsidiaries by their respective management. However, the indenture may not afford the holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, amalgamation, restructuring, merger or similar transaction.
We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding any provision hereof to the contrary, we (or a third party) may make a Change of Control Offer in advance of, and conditioned upon, any Change of Control Triggering Event.
We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture related to a Change of Control Offer, we shall comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the indenture by virtue thereof.
As used herein:
“Change of Control” means the occurrence of one or more of the following events:
•
any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of IIP, us and our subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any affiliates thereof (whether or not otherwise in compliance with the provisions of the indenture), other than to any subsidiaries of IIP;
​
•
the approval by the holders of capital stock of IIP of any plan or proposal for the liquidation or dissolution of IIP (whether or not otherwise in compliance with the provisions of the indenture); or
​
•
any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of IIP, other than in connection with a transaction or series of related transactions effected to form a holding company of IIP, if the stockholders of such holding company immediately after such transaction or series of related transactions are substantially the same as the stockholders of IIP immediately prior to such transaction or series of related transactions.
​
“Change of Control Triggering Event” means, in each case, the occurrence of both (1) a Change of Control and (2) a Rating Event.
“Egan Jones” means Egan-Jones Ratings Company, or any successor to the rating agency business thereof.
“Fitch” means Fitch Ratings Inc., or any successor to the rating agency business thereof.
“Investment Grade Rating” means a rating equal to or greater than BBB- by Egan Jones, S&P and Fitch and Baa3 by Moody’s or, in each case, the equivalent thereof under any new ratings system if the ratings system of any such agency shall be modified after the closing date of this offering, or the equivalent rating of any other Rating Agency selected by us as provided in the definition of “Rating Agency.”
 
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“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.
“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.
“Rating Agency” means (1) each of Egan Jones, Fitch, Moody’s and S&P and (2) if Egan Jones, Fitch, Moody’s or S&P ceases to rate the notes for reasons outside of our control, a “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act selected by us as a replacement agency for Egan Jones, Fitch, Moody’s or S&P, as the case may be.
“Rating Event” means the notes are downgraded by at least one rating category from the applicable rating of such notes on the first day of the Trigger Period by one of the Rating Agencies (if the notes are then only rated by one Rating Agency) or by at least two of the Rating Agencies (if the notes are then rated by two or more of the Rating Agencies) and/or cease to be rated by all of the Rating Agencies, in each case, on any date during the Trigger Period; provided that a Rating Event will not be deemed to have occurred unless the rating category of the notes is below an Investment Grade Rating by one of the Rating Agencies (if the notes are then only rated by one Rating Agency) or by at least two of the Rating Agencies (if the notes are then rated by two or more of the Rating Agencies); provided, further, that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control if each applicable downgrading Rating Agency does not publicly announce or confirm or inform the trustee in writing at our request that the reduction was the result of the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Change of Control Triggering Event). Notwithstanding the foregoing, no Rating Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated; provided that in the event that a Rating Agency does not provide a rating of the notes on the first day of the Trigger Period, such absence of rating shall be treated as both a downgrade in the rating of the notes below an Investment Grade Rating by such Rating Agency and a downgrade that results in such notes no longer being rated at the rating category in effect on the first day of the Trigger Period by such Rating Agency, in each case, and shall not be subject to the second proviso in the immediately preceding sentence. The trustee shall have no obligation to determine whether a Rating Event has occurred.
“S&P” means Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.
“Trigger Period” means the 60-day period commencing on the earlier of (1) the occurrence of a Change of Control or (2) the first public announcement of the occurrence of a Change of Control or our intention to effect a Change of Control (which Trigger Period will be extended so long as the ratings of the notes are under publicly-announced consideration for possible downgrade by any of the Rating Agencies); provided that the Trigger Period will terminate with respect to each Rating Agency when such Rating Agency takes action (including affirming its existing ratings) with respect to such Change of Control.
Certain Covenants
Limitation on Total Outstanding Debt.   The indenture provides that the aggregate principal amount of all of our, IIP’s and our subsidiaries’ outstanding Debt on a consolidated basis determined in accordance with generally accepted accounting principles, as of the close of business on the last day of each fiscal quarter, shall not be greater than 60% of Total Assets as of the end of such fiscal quarter.
Secured Debt.   In addition to the foregoing limitation on our total outstanding Debt, the indenture provides that the aggregate principal amount of all of our, IIP’s and our subsidiaries’ outstanding Debt on a consolidated basis determined in accordance with generally accepted accounting principles, as of the close of business on the last day of each fiscal quarter, which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on our, IIP’s or our subsidiaries’ property, shall not be greater than 40% of Total Assets as of the end of such fiscal quarter; provided that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on our consolidated balance sheet shall be deducted from Debt and from Total Assets.
 
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Ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge.   Furthermore, the indenture provides that the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge, as of the last day of each fiscal quarter, for the four consecutive fiscal quarters then ended, shall not be less than 1.5 to 1.0, on an unaudited pro forma basis, and calculated on the assumption that: (1) any Debt incurred by us, IIP and our subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period; (2) the repayment or retirement of any other Debt by us, IIP and our subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period); (3) in the case of Acquired Debt or Debt incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period, with the appropriate adjustments with respect to such acquisition being included in such unaudited pro forma calculation; and (4) in the case of any acquisition or disposition by us, IIP or our subsidiaries of any asset or group of assets or other placement of any assets in service (including, without limitation, execution of a new agreement or an amendment to an existing agreement to provide an additional tenant improvement allowance or construction funding to a tenant at a property) or removal of any assets from service by us, IIP or any of our subsidiaries since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition, disposition, placement in service, new agreement, amendment to an existing agreement or removal from service, or any related repayment of Debt had occurred as of the first day of such period, with the appropriate adjustments with respect to such acquisition, disposition, placement in service, new agreement, amendment to an existing agreement or removal from service, being included in such unaudited pro forma calculation.
Maintenance of Unencumbered Total Asset Value.   The indenture provides that we, together with IIP and our subsidiaries, will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate outstanding principal amount of all of our, IIP’s and our subsidiaries’ unsecured Debt, taken as a whole.
Insurance.   The indenture provides that we will, and will cause IIP and each of our subsidiaries to, maintain insurance against such risks and in such amounts as is customarily maintained by persons engaged in similar businesses or as may be required by applicable law.
As used herein:
“Acquired Debt” means Debt of a person (1) existing at the time such person becomes a subsidiary or (2) assumed in connection with the acquisition of assets from such person, in each case, other than Debt incurred in connection with, or in contemplation of, such person becoming a subsidiary or such acquisition. Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any person or the date the acquired person becomes a subsidiary.
“Annual Debt Service Charge” as of any date means the amount of interest expense, to the extent payable in cash, determined on a consolidated basis in accordance with generally accepted accounting principles.
“Consolidated Income Available for Debt Service” means, for any period, Earnings from Operations of us, IIP and our subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (1) Annual Debt Service Charge of us, IIP and our subsidiaries, (2) provision for taxes of us, IIP and our subsidiaries based on income, (3) provisions for gains and losses on properties and depreciation, amortization and other non-cash items deducted in the calculation of Earnings from Operations, including, without limitation, stock-based compensation expense, (4) increases in deferred taxes and other non-cash items (other than, for the avoidance of doubt, the accrual of revenue in accordance with generally accepted accounting principles), (5) depreciation and amortization with respect to interests in joint venture and partially owned entity investments, (6) the effect of any charge resulting from a change in accounting principles in determining Earnings from Operations for such period, (7) amortization of deferred charges, (8) unusual and/or non-recurring items deducted in the calculation of Earnings from Operations, (9) the amount of fees, costs and expenses incurred in connection with any acquisition, any disposition, any investment, any incurrence, issuance, repayment, amendment or modification of Debt
 
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(including make-whole amounts, prepayment premiums and similar amounts) or any issuance, redemption or other retirement of equity interests during such period and (10) the amount of (a) any restructuring, impairment and/or settlement charges and expenses, (b) any casualty or condemnation event and (c) any losses, charges and expenses in respect of discontinued operations.
“Debt” means any of our, IIP’s or any of our subsidiaries’ indebtedness in respect of (without duplication) (1) borrowed money evidenced by bonds, notes, debentures or similar instruments, (2) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by us, IIP or any subsidiary, but only to the extent of the lesser of (a) the amount of indebtedness so secured and (b) the fair market value (determined in good faith by such person) of the property subject to such mortgage, pledge, lien, charge, encumbrance or security interest, (3) non-contingent reimbursement obligations in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property or services, excluding (i) trade and similar accounts payable and accrued expenses, in each case arising in the ordinary course of business, (ii) accrued pension cost, employee compensation and benefits and postretirement health care obligations arising in the ordinary course of business, and (iii) obligations in respect of customer advances, or (4) any lease of property by us, IIP or any of our subsidiaries as lessee which is reflected on our consolidated balance sheet as a financing lease, in accordance with generally accepted accounting principles (and that, for the avoidance of doubt, would have constituted a financing or capital lease in conformity with generally accepted accounting principles as applicable immediately prior to giving effect to FASB Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (February 2016)); but only to the extent that any such items (other than letters of credit) would appear as a liability on our consolidated balance sheet in accordance with generally accepted accounting principles. The term “Debt” also includes, to the extent not otherwise included, any obligation of us, IIP or any of our subsidiaries to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business or for the purposes of guaranteeing the payment of all amounts due and owing pursuant to leases to which we are a party and have assigned our interest, provided that such assignee of ours is not in default of any amounts due and owing under such leases), Debt of another person (other than us, IIP or any of our subsidiaries) (it being understood that Debt shall be deemed to be incurred by us, IIP or any of our subsidiaries whenever we, IIP or such subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof). Notwithstanding the foregoing, Debt shall not include (i) earnouts and holdbacks in connection with acquisitions; (ii) legally defeased, discharged and/or redeemed indebtedness; or (iii) interest, fees, make-whole amounts, premium, charges or expenses, if any, relating to the principal amount of indebtedness.
“Earnings from Operations” means, for any period, net income or loss of us, IIP and our subsidiaries, excluding (1) provisions for gains and losses on sales of investments or joint ventures; (2) provisions for gains and losses on disposition of discontinued operations; (3) non-recurring and/or unusual items deducted in the calculation of net income or loss; and (4) impairment charges, property valuation losses and non-cash charges necessary to record interest rate contracts at fair value; plus amounts received as rent under leases which are accounted for as financing arrangements net of related interest income, as reflected in the consolidated financial statements of us, IIP and our subsidiaries for such period determined in accordance with generally accepted accounting principles.
“Intercompany Debt” means Debt to which the only parties are any of us, IIP and any subsidiary; provided, however, that with respect to any such Debt of which we or IIP is the borrower, such Debt is subordinate in right of payment to the notes.
“Total Assets” as of any date means the sum of (1) our, IIP’s and all of our subsidiaries’ Undepreciated Real Estate Assets and (2) all of our, IIP’s and our subsidiaries’ other assets determined in accordance with generally accepted accounting principles (but excluding intangibles).
“Undepreciated Real Estate Assets” as of any date means the cost (original cost plus capital improvements) of our, IIP’s and our subsidiaries’ real estate assets, right of use assets associated with a financing lease in accordance with generally accepted accounting principles on such date, before depreciation and amortization determined on a consolidated basis in accordance with generally accepted accounting principles; provided that “Undepreciated Real Estate Assets” will not include the right of use assets associated with an operating lease in accordance with generally accepted accounting principles.
 
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“Unencumbered Total Asset Value” as of any date means the sum of (1) those Undepreciated Real Estate Assets not encumbered by any mortgage, lien, charge, pledge or security interest and (2) all of our, IIP’s and our subsidiaries’ other assets on a consolidated basis determined in accordance with generally accepted accounting principles (but excluding intangibles), in each case which are unencumbered by any mortgage, lien, charge, pledge or security interest; provided, however, that, in determining Unencumbered Total Asset Value for purposes of the covenant set forth above in “— Maintenance of Unencumbered Total Asset Value,” all investments by us, IIP and any subsidiary in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities accounted for financial reporting purposes using the equity method of accounting in accordance with generally accepted accounting principles shall be excluded from Unencumbered Total Asset Value.
Calculations in Respect of the Notes
Except as explicitly specified otherwise herein, we will be responsible for making all calculations required under the indenture and the notes. We will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on holders of the notes. We will provide a schedule of our calculations to the trustee, and the trustee is entitled to rely upon the accuracy of our calculations without independent verification. The trustee will forward our calculations to any holder of notes upon request.
Guarantees; Release
IIP and the subsidiary guarantors will fully and unconditionally guarantee our obligations under the notes, including the due and punctual payment of principal of and interest on the notes, whether at stated maturity, by declaration of acceleration, call for redemption or otherwise. IIP has no material assets other than its investment in us. The guarantees will be unsecured and unsubordinated obligations of IIP and the subsidiary guarantors and will rank equally in right of payment with other unsecured and unsubordinated obligations of IIP and the subsidiary guarantors, including with respect to the exchangeable senior notes. IIP and the subsidiary guarantors will be automatically and unconditionally released and discharged from their guarantee obligations following delivery of a written notice by us to the trustee, upon the release of all guarantees by IIP and the subsidiary guarantors of the exchangeable senior notes and any additional guarantees by IIP and the subsidiary guarantors of our senior unsecured indebtedness for borrowed money. In addition, the guarantee of any subsidiary guarantor will be released under the indenture in connection with (1) any transaction that results in such subsidiary guarantor ceasing to be a subsidiary of IIP and (2) any sale or other disposition of all or substantially all of the assets of that subsidiary guarantor, by way of merger, consolidation or otherwise, to a Person (as defined in the indenture) that is not (either immediately before or upon giving effect to such transaction) us, IIP or another subsidiary of ours.
Merger, Consolidation or Sale
The indenture provides that we or IIP may consolidate with, or sell, lease or convey all or substantially all of the assets of IIP, us and our subsidiaries, taken as a whole, to, or merge with or into, any other entity, provided that the following conditions are met:
•
we or IIP, as the case may be, shall be the continuing entity, or the successor entity (if other than us or IIP, as the case may be) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on all of the notes and the due and punctual performance and observance of all of the covenants and conditions in the indenture;
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•
immediately after giving effect to the transaction, no Event of Default under the indenture, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and
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•
an officer’s certificate and legal opinion covering these conditions shall be delivered to the trustee.
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In the event of any transaction described in and complying with the conditions listed in the immediately preceding paragraphs in which we are not the continuing entity, the successor person formed or remaining
 
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shall succeed, and be substituted for, and may exercise every right and power of ours, and we shall be discharged from our obligations under the notes and the indenture.
Events of Default
The indenture provides that the following events are “Events of Default” with respect to the notes:
•
default for 90 days in the payment of any installment of interest under the notes;
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•
default in the payment of the principal amount or redemption price due with respect to the notes, when the same becomes due and payable; provided, however, that a valid extension of the maturity of the notes in accordance with the terms of the indenture shall not constitute a default in the payment of principal;
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our failure to comply with any of our other agreements in the notes or the indenture upon receipt by us of notice of such default by the trustee or by holders of not less than 25% in aggregate principal amount of the notes then outstanding and our failure to cure (or obtain a waiver of) such default within 90 days after we receive the notice;
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failure to pay any indebtedness for money borrowed by us, IIP or any of our Significant Subsidiaries in an outstanding principal amount in excess of $50.0 million at final maturity or upon acceleration after the expiration of any applicable grace period, which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within 30 days after written notice to us from the trustee (or to us and the trustee from holders of at least 25% in principal amount of the outstanding notes); or
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certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us, IIP or any of our Significant Subsidiaries or any substantial part of their respective property.
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As used herein, “Significant Subsidiary” means any subsidiary which is a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X promulgated by the SEC as in effect on the original issue date of the notes.
If an Event of Default under the indenture with respect to the notes occurs and is continuing (other than an Event of Default specified in the last bullet above with respect to us, which shall result in an automatic acceleration), then in every case the trustee or the holders of not less than 25% in principal amount of the outstanding notes may declare the principal amount of all of the notes to be due and payable immediately by written notice thereof to us and IIP (and to the trustee if given by the holders). However, at any time after the declaration of acceleration with respect to the notes has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of not less than a majority in principal amount of outstanding notes may waive all defaults or Events of Default and rescind and annul such declaration and its consequences if all Events of Default, other than the non-payment of accelerated principal of (or specified portion thereof) or interest on the notes that have become due solely because of such acceleration, have been cured or waived as provided in the indenture.
Notwithstanding the foregoing, the sole remedy for any violation of any obligations we may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or our and IIP’s covenant to provide certain reports under the indenture shall be the accrual of additional interest on the notes as set forth below under “— Reports.”
The indenture also provides that the holders of not less than a majority in principal amount of the outstanding notes may waive any past default with respect to the notes and its consequences, except a default:
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in the payment of the principal of or interest on the notes, unless such default has been cured and we or IIP shall have deposited with the trustee all required payments of the principal of and interest on the notes; or
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in respect of a covenant or provision contained in the indenture that cannot be modified or amended without the consent of the holder of each outstanding note affected thereby.
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The trustee may give notice to the holders of the notes of a default under the indenture unless the default has been cured or waived within 90 days; provided, however, that the trustee may withhold notice to the holders of the notes of any default with respect to the notes (except a default in the payment of the principal of or interest on the notes) if specified responsible officers of the trustee consider the withholding to be in the interest of the holders.
The indenture provides that no holders of the notes may institute any proceedings, judicial or otherwise, with respect to the indenture or for any remedy thereunder, except in the case of failure of the trustee, for 90 days, to act after it has received a written request to institute proceedings in respect of an event of default from the holders of not less than 25% in principal amount of the outstanding notes, as well as an offer of reasonable indemnity. This provision will not prevent, however, any holder of the notes from instituting suit for the enforcement of payment of the principal of and interest on the notes at the respective due dates thereof.
Subject to provisions in the indenture relating to its duties in case of default, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any holders of the notes then outstanding under the indenture, unless the holders shall have offered to the trustee security or indemnity that is reasonably satisfactory to it. The holders of not less than a majority in principal amount of the outstanding notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee with respect to the notes, or of exercising any trust or power conferred upon the trustee. However, the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction, and the trustee may refuse to follow any direction which is in conflict with any law or the indenture, which may be unduly prejudicial to the holders of the notes not joining therein or the action would involve the trustee in personal liability.
Within 120 days after the close of each fiscal year, we and IIP must deliver a certificate of an officer certifying to the trustee whether or not the officer has knowledge of any default under the indenture and, if so, specifying each default and the nature and status thereof.
Defeasance
We may, at our option and at any time, elect to have our obligations and the obligations of IIP and the subsidiary guarantors discharged with respect to the outstanding notes and guarantees thereof (“Legal Defeasance”). Legal Defeasance means that we, IIP and the subsidiary guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes and guarantees thereof, and to have satisfied all other obligations under the notes, the guarantees and the indenture, except as to:
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the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and additional interest, if any, on, such notes when such payments are due from the trust funds referred to below;
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our obligations with respect to such notes including exchange and registration of transfer of notes, mutilated, destroyed, lost or stolen notes, issuing temporary notes, cancellation of notes and the maintenance of an office or agency for payment and money for security payments held in trust;
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the rights, powers, trusts, duties, and immunities of the trustee, and our and IIP’s obligations in connection therewith; and
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the Legal Defeasance provisions of the indenture.
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In addition, we may, at our option and at any time, elect to have our obligations and the obligations of IIP and the subsidiary guarantors released with respect to certain covenants under the indenture, including the covenants listed under “— Certain Covenants” above, as described in the indenture (“Covenant Defeasance”), and thereafter any omission to comply with such obligations shall not constitute a default or an Event of Default. In the event Covenant Defeasance occurs, certain Events of Default (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) will no longer apply. Except as specified herein, however, the remainder of the indenture and the notes and guarantees will be unaffected by the occurrence of Covenant Defeasance, and the notes will continue to be deemed “outstanding” for all other purposes under the indenture other than for the purposes of any direction, waiver, consent or declaration or act of holders (and the consequences of any thereof) in connection with any of the defeased covenants.
 
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In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes:
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we must irrevocably deposit with the trustee, in trust, for the benefit of the holders, cash in U.S. dollars, non-callable government securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and additional interest, if any, and interest on, the outstanding notes on the stated date for payment thereof or on the redemption date of such notes, as the case may be, and we must specify whether such notes are being defeased to such stated date for payment or to a particular redemption date;
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in the case of Legal Defeasance, we must deliver to the trustee an opinion of counsel confirming that:
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we have received from, or there has been published by, the Internal Revenue Service a ruling, or
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since the date of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
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in the case of Covenant Defeasance, we must deliver to the trustee an opinion of counsel confirming that the holders of the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
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no default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings);
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such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which we, IIP or any subsidiary guarantor is a party or by which we, IIP or any subsidiary guarantor is bound;
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we must deliver to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of the notes over our other creditors with the intent of defeating, hindering, delaying or defrauding any of our creditors or others; and
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we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
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Satisfaction and Discharge
The indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the notes, as expressly provided for in the indenture) as to all outstanding notes when:
•
either:
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all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust and thereafter repaid to us) have been delivered to the trustee for cancellation; or
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•
all such notes not theretofore delivered to the trustee for cancellation (1) have become due and payable or (2) are to be called for redemption under arrangements reasonably satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense,
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of us, and we, in the case of clause (1) or (2) above, have irrevocably deposited or caused to be irrevocably deposited with the trustee or the paying agent (other than us or any of our affiliates), as applicable, as trust funds in trust cash in an amount sufficient to pay and discharge the entire indebtedness on such notes not theretofore delivered to the trustee for cancellation, for principal and interest to the date of such deposit (in the case of notes which have become due and payable) or to the maturity date or redemption date, as the case may be;
•
we have paid or caused to be paid all other sums payable under the indenture by us; and
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we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for in the indenture relating to the satisfaction and discharge of the indenture have been complied with.
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Modification, Waiver and Meetings
Modifications and amendments of, and supplements to, the indenture (other than certain modifications, supplements and amendments for administrative purposes or for the benefit of note holders, in each case as further described below) will be permitted to be made only with the consent of the holders of not less than a majority in principal amount of all outstanding notes; provided, however, that no modification or amendment may, without the consent of the holder of each note affected thereby:
•
change the stated maturity of the principal of or any installment of interest on the notes issued under the indenture, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the notes, or adversely affect any right of repayment of the holder of the notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any note or impair the right to institute suit for the enforcement of any payment on or with respect to the notes;
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reduce the above-stated percentage in principal amount of outstanding notes necessary to modify or amend the indenture, to waive compliance with certain provisions thereof or certain defaults and consequences thereunder or to reduce the quorum or change voting requirements set forth in the indenture;
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modify or affect in any manner adverse to the holders the terms and conditions of our obligations in respect of the payment of principal and interest (except to release the obligations under the guarantees as described in “— Guarantees; Release”); or
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modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the holders of the notes.
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Notwithstanding the foregoing, modifications and amendments of the indenture will be permitted to be made by us, IIP, the subsidiary guarantors and the trustee without the consent of any holder of the notes for any of the following purposes:
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to evidence a successor to us as obligor or any of IIP or the subsidiary guarantors as guarantors under the indenture;
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to add to our covenants or those of IIP or the subsidiary guarantors for the benefit of the holders of the notes or to surrender any right or power conferred upon us, IIP or the subsidiary guarantors in the indenture;
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to add Events of Default for the benefit of the holders of the notes;
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to amend or supplement any provisions of the indenture; provided that no amendment or supplement shall materially adversely affect the interests of the holders of any notes then outstanding;
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to secure the notes;
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to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;
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•
to provide for rights of holders of the notes if any consolidation, merger or sale of all or substantially all of the property or assets of IIP, us and our subsidiaries, taken as a whole, occurs;
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to cure any ambiguity, defect or inconsistency in the indenture; provided that this action shall not adversely affect the interests of holders of the notes in any material respect;
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to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture;
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to supplement any of the provisions of the indenture to the extent necessary to permit or facilitate defeasance and discharge of the notes; provided that the action shall not adversely affect the interests of the holders of the notes in any material respect; or
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to conform the text of the indenture, any guarantee or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, such guarantee or the notes.
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In addition, without the consent of any holder of the notes, IIP, or a subsidiary thereof, may directly assume the due and punctual payment of the principal of, any premium, if any, and interest on, all the notes and the performance of every covenant of the indenture on our part to be performed or observed. Upon any assumption, IIP or the subsidiary shall succeed us, and be substituted for and may exercise every right and power of ours, under the indenture with the same effect as if IIP or the subsidiary had been the issuer of the notes, and we shall be released from all obligations and covenants with respect to the notes. No assumption shall be permitted unless IIP has delivered to the trustee (1) an officers’ certificate and an opinion of counsel, stating, among other things, that the guarantees and all other covenants of IIP and the subsidiary guarantors in the indenture remain in full force and effect and (2) an opinion of independent counsel that the holders of the notes shall have no materially adverse U.S. federal tax consequences as a result of the assumption, and that, if any such notes are then listed on the New York Stock Exchange, that such notes shall not be delisted as a result of the assumption.
In determining whether the holders of the requisite principal amount of outstanding notes have given any request, demand, authorization, direction, notice, consent or waiver thereunder or whether a quorum is present at a meeting of holders of the notes, the indenture provides that notes owned by us or any other obligor upon the notes or any of our affiliates or of the other obligor shall be disregarded.
The indenture contains provisions for convening meetings of the holders of the notes. A meeting will be permitted to be called at any time by the trustee, and also, upon request, by us, IIP or the holders of at least 10% in principal amount of the outstanding notes, in any case upon notice given as provided in the indenture. Except for any consent that must be given by the holder of each note affected by certain modifications and amendments of the indenture, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present will be permitted to be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding notes; provided, however, that, except as referred to above, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that the indenture expressly provides may be made, given or taken by the holders of a specified percentage, which is less than a majority, in principal amount of the outstanding notes may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of the holders of the specified percentage in principal amount of the outstanding notes. Any resolution passed or decision taken at any meeting of holders of the notes duly held in accordance with the indenture will be binding on all holders of the notes. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be holders holding or representing a majority in principal amount of the outstanding notes; provided, however, that if any action is to be taken at the meeting with respect to a consent or waiver which may be given by the holders of not less than a specified percentage in principal amount of the outstanding notes, holders holding or representing the specified percentage in principal amount of the outstanding notes will constitute a quorum.
Reports
Whether or not we are subject to Section 13 or 15(d) of the Exchange Act and for so long as any notes are outstanding, we will furnish to the trustee (1) all quarterly and annual reports that would be required to
 
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be filed with the SEC on Forms 10-Q and 10-K if we were required to file such reports and (2) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports, in each case within 15 days after we file such reports with the SEC or would be required to file such reports with the SEC pursuant to the applicable rules and regulations of the SEC, whichever is earlier. Reports, information and documents filed with the SEC via the EDGAR system will be deemed to be delivered to the trustee as of the time of such filing via EDGAR for purposes of this covenant; provided, however, that the trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EDGAR. Delivery of such reports, information and documents to the trustee is for informational purposes only and the trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any of our covenants relating to the notes (as to which the trustee is entitled to rely exclusively on an officers’ certificate). Notwithstanding the foregoing, we may satisfy our obligation to furnish the reports described above by furnishing such reports filed by IIP, as permitted by the SEC.
The sole remedy for any violation of any obligations we may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act or our covenant to provide certain reports under the indenture as described above shall be the accrual of additional interest on the notes at a rate of 0.25% per annum, payable semiannually. In no event shall additional interest accrue at a combined per annum rate in excess of 0.50% per annum pursuant to the indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such additional interest. We will pay the additional interest to holders entitled thereto in the same manner as interest is paid on the notes.
Rule 144A Information
If so required by Rule 144A, we and IIP will promptly furnish to the holders, beneficial owners and prospective purchasers of the notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) to facilitate the resale of the notes pursuant to Rule 144A.
Trustee
GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, will initially act as the trustee, registrar, exchange agent and paying agent under the indenture, subject to replacement in certain circumstances.
If an Event of Default occurs and is continuing, the trustee will be required to use the degree of care and skill of a prudent man in the conduct of his own affairs. The trustee will become obligated to exercise any of its powers under the indenture at the request of any of the holders of any notes only after those holders have offered the trustee indemnity reasonably satisfactory to it.
The trustee is permitted to engage in other transactions with us. If, however, it acquires any conflicting interest, it must eliminate that conflict or resign.
No Conversion or Exchange Rights
The notes will not be convertible into or exchangeable for any capital stock of us or IIP.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator, stockholder or limited partner of ours or IIP, as such, will have any liability for any of our obligations or those of IIP under the notes, the indenture, any guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.
Book-Entry, Delivery and Form
The exchange notes will initially be represented by a global note in registered form without interest coupons attached (the Global Notes). The Global Note representing the notes will be deposited upon issuance with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.
 
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Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form (Certificated Notes) except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.
Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of the Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) (as indirect participants in DTC), which may change from time to time.
Depository Procedures
The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.
DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.
DTC has also advised us that, pursuant to procedures established by it, ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).
Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.
Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture governing the notes for any purpose.
Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture governing the notes. Under the terms of the indenture, we, IIP and the trustee will treat the persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for
 
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the purpose of receiving payments and for all other purposes. Consequently, neither we, IIP, the trustee nor any agent of us or the trustee has or will have any responsibility or liability for:
(1)
any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or
​
(2)
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
​
DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.
Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.
Cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.
DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount at maturity of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.
None of us, the trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
Exchange of Global Notes for Certificated Notes
A Global Note is exchangeable for Certificated Notes if:
(1)
DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary within 120 days after the date of such notice;
​
(2)
we, in our sole discretion, notify the trustee in writing that we elect to cause the issuance of the Certificated Notes; or
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(3)
upon request from DTC if there has occurred and is continuing a default or Event of Default with respect to the notes.
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In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).
Exchange of Certificated Notes for Global Notes
Certificated Notes may be exchanged for beneficial interests in a Global Note pursuant to the terms of the indenture.
Same Day Settlement and Payment
We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. We will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC, to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.
Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.
Notices
Except as otherwise provided in the indenture, notices to holders of the notes will be given by mail to the addresses of holders of the notes as they appear in the note register; provided that notices given to holders holding notes in book-entry form may be given through the facilities of DTC or any successor depository.
Governing Law
The indenture, the notes and the guarantees will be governed by, and construed in accordance with, the law of the State of New York.
 
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DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF IIP OPERATING PARTNERSHIP, LP
The material terms and provisions of the Agreement of Limited Partnership of IIP Operating Partnership, LP (the “Operating Partnership Agreement”) are summarized below. For more detail, we refer you to the Operating Partnership Agreement itself, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”
General
IIP Operating Partnership, LP is a Delaware limited partnership that was formed on June 20, 2016. IIP is the Operating Partnership’s sole general partner and owns, directly or through subsidiaries, 100% of the partnership interests in the Operating Partnership. The Operating Partnership is classified as a partnership for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences.”
Description of Partnership Interests
The Operating Partnership has two classes of partnership interests: general partnership interests and limited partnership interests. General partnership interests represent an interest as a general partner in the Operating Partnership and IIP, as general partner, holds all such interests.
Limited partnership interests represent an interest as a limited partner in the Operating Partnership. The Operating Partnership may issue, at the sole discretion of the general partner, additional partnership interests and classes of partnership interests with rights different from, and superior to, those of general partnership interests and/or limited partnership interests.
Management of the Operating Partnership
The Operating Partnership is organized as a Delaware limited partnership pursuant to the terms of the Operating Partnership Agreement. IIP is the general partner of the Operating Partnership and conducts substantially all of its business through it. Pursuant to the Operating Partnership Agreement, IIP, as the general partner, has full, exclusive and complete responsibility and discretion in the management and control of the Operating Partnership.
Indemnification
To the extent permitted by law, the Operating Partnership Agreement provides for indemnification of IIP when acting in good faith and in the best interests of the Operating Partnership in its capacity as general partner. It also provides for indemnification of directors, officers and other persons that we may designate under the same conditions, and subject to the same restrictions, applicable to the indemnification of officers, directors, employees and stockholders under IIP’s charter.
Issuance of Additional Units
As general partner of the Operating Partnership, IIP is able to cause the Operating Partnership to issue additional units representing general and/or limited partnership interests. A new issuance may include preferred units, which may have rights which are different than, and/or superior to, those of general partnership interests and limited partnership interests.
Capital Contributions
The Operating Partnership Agreement provides that, if the Operating Partnership requires additional funds at any time, or from time to time, in excess of funds available to it from prior borrowings, operating revenue or capital contributions, IIP, as the general partner, has the right to raise additional funds required by the Operating Partnership by causing it to borrow the necessary funds from third parties on such terms and conditions as we deem appropriate. As an alternative to borrowing funds required by the Operating Partnership, IIP may contribute the amount of such required funds as an additional capital contribution.
 
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Liquidation
Upon the liquidation of the Operating Partnership, after payment of debts and obligations, any remaining assets of the partnership will be distributed to partners pro rata in accordance with their relative percentage interest ownership.
Distributions and Allocations
Distributions are made, and all items of net income, net loss and any other individual items of income, gain, loss or deduction of the Operating Partnership are allocated to the general partner and the limited partner based on their relative percentage interest ownership.
Term
The Operating Partnership will continue in full force and effect until December 31, 2099 or until sooner dissolved and terminated upon (1) IIP’s election to dissolve the Operating Partnership, (2) the entry of a decree of judicial dissolution of the Operating Partnership or (3) by operation of law.
 
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the material U.S. federal income tax consequences of the exchange of the private notes for the exchange notes. This discussion is based upon the Internal Revenue Code of 1986 (the “Code”), the Treasury Regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. The following relates only to the exchange notes that are acquired in this offering for the private notes originally acquired at their initial offering for an amount of cash equal to their issue price. Unless otherwise indicated, this summary addresses only the material U.S. federal income tax consequences relevant to investors who hold the private notes and the exchange notes as “capital assets” within the meaning of Section 1221 of the Code.
This summary does not purport to address all of the U.S. federal income tax considerations that may be relevant to a particular holder in light of the holder’s individual circumstances or to holders subject to special rules under U.S. federal income tax laws, such as banks and other financial institutions, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt organizations, entities and arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities (and persons holding the notes through a partnership or other pass-through entity), retirement plans, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, persons liable for U.S. federal alternative minimum tax, U.S. holders whose functional currency is not the U.S. dollar, U.S. expatriates, “controlled foreign corporations,” “passive foreign investment companies,” U.S. holders who hold notes through non-U.S. brokers or other non-U.S. intermediaries, persons required to accelerate their reporting of gross income as a result of such income being recognized on an applicable financial statement and persons holding the exchange notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated investment. The discussion does not address any state, local, foreign or non-income tax consequences of the exchange of the private notes for the exchange notes, including any considerations with respect to any withholding required pursuant to the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into in connection therewith and any laws, regulations or practices adopted in connection with any such agreement).
THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE EXCHANGE OF THE PRIVATE NOTES FOR THE EXCHANGE NOTES. YOU ARE ADVISED TO CONSULT YOUR OWN TAX ADVISOR(S) WITH RESPECT TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF EXCHANGING THE PRIVATE NOTES FOR THE EXCHANGE NOTES AS WELL AS THE APPLICATION OF ANY NON-INCOME TAX LAWS OR ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE, GIFT OR ALTERNATIVE MINIMUM TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
The exchange of the private notes for the exchange notes pursuant to this offering will not constitute a taxable exchange for U.S. federal income tax purposes. As a result, (1) holders of the private notes will not recognize any taxable gain or loss as a result of such exchange (2) the holding period of the exchange notes received should include the holding period of the private notes exchanged therefor, and (3) the adjusted tax basis of the exchange notes received should be the same as the adjusted tax basis of the private notes exchanged therefor immediately before such exchange. The material U.S. federal income tax consequences of holding and disposing of the exchange notes will generally be the same as those applicable to the private notes.
 
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PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Broker-dealers may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of exchange notes received in exchange for private notes where the broker-dealer acquired the private notes as a result of market-making activities or other trading activities. We have agreed that we will cause this registration statement to remain effective for one year following the consummation of this exchange offer. Until 90 days after the date of delivery of this prospectus, all broker-dealers effecting transactions in the notes may be required to deliver a prospectus.
We will not receive any proceeds from any sale of exchange notes by broker-dealers or any other persons. Broker-dealers may sell exchange notes received by broker-dealers for their own account pursuant to the exchange offer from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Broker-dealers may resell exchange notes directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of the exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be “underwriters” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
This exchange offer is being made by the Operating Partnership based upon our understanding of interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, that the exchange notes issued in exchange for the private notes pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such holder is not our “affiliate”, as defined in Rule 405 under the Securities Act; (ii) such exchange notes are acquired in the ordinary course of such holder’s business; and (iii) such holder is not engaged in, does not intend to engage in, a distribution of such exchange notes and has no arrangement or understanding with any person to participate in a distribution, as defined in the Securities Act, of the exchange notes. However, we have not sought our own no-action letter and therefore the staff of the SEC has not considered this exchange offer in the context of a no-action letter. There can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as in other circumstances. If a holder of private notes is an affiliate of ours, acquires the exchange notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the exchange notes or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder could not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.
By its acceptance of the exchange offer, any broker-dealer that receives exchange notes pursuant to the exchange offer agrees to notify us before using the prospectus in connection with the sale or transfer of exchange notes. The broker-dealer further acknowledges and agrees that, upon receipt of notice from us of the happening of any event which makes any statement in the prospectus untrue in any material respect or which requires the making of any changes in the prospectus to make the statements in the prospectus not misleading, which notice we agree to deliver promptly to the broker-dealer, the broker-dealer will suspend use of the prospectus until we have amended or supplemented this prospectus to correct such misstatement or omission and have furnished (or made available) copies of any amendment or supplement to the prospectus to the broker-dealer.
We have agreed to pay all expenses incident to our performance of, or compliance with, the registration rights agreement and will indemnify the holders of the notes (including any broker-dealers) against liabilities under the Securities Act.
 
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LEGAL MATTERS
Certain legal matters in connection with this offering will be passed upon for us by Foley & Lardner, LLP.
EXPERTS
The consolidated financial statements and schedule of Innovative Industrial Properties, Inc. as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020 incorporated by reference in this prospectus and in the registration statement have been so incorporated in reliance on the reports of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
 
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a Registration Statement on Form S-4 that we have filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the Registration Statement. For further information about us and the notes, you should refer to the Registration Statement. This prospectus summarizes material provisions of contracts and other documents to which we refer you. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these documents. We have filed these documents as exhibits to our Registration Statement.
IIP files annual, quarterly and special reports and other information with the SEC. You may read and copy any document IIP files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-888-SEC-0330 for further information on the Public Reference Room. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC at www.sec.gov. We also make available, free of charge through our website, IIP’s annual, quarterly and current reports, proxy statements and other information, including amendments thereto, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Our website is www.innovativeindustrialproperties.com. Our website address is provided as an inactive textual reference only. Information contained on or accessible through our website is not part of this prospectus and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this prospectus.
If you request, either orally or in writing, we will provide you a copy of any or all of the documents referenced above. Such documents will be provided to you free of charge, but will not contain any exhibits, unless those exhibits are incorporated by reference into the document. A written request should be addressed to Innovative Industrial Properties, Inc., 11440 West Bernardo Court, Suite 100, San Diego, California 92127, Attention: Secretary.
You should rely only upon the information incorporated by reference or provided in this prospectus. If information in incorporated documents conflicts with information in this prospectus, you should rely on the most recent information. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus.
 
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information that IIP files with the SEC, which means that we may disclose important information to you by referring you to those documents. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus will be deemed modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or any subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We incorporate by reference the specific documents listed below as well as any additional documents that we file with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the filing of the registration statement to which this prospectus relates and all such future filings that we make with the SEC prior to the termination of the offering made by this prospectus, which will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we subsequently file such reports and documents (other than, in each case, any information that we “furnish” and do not “file” in accordance with the SEC’s rules):
•
IIP’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021;
​
•
IIP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 6, 2021;
​
•
the information specifically incorporated by reference into IIP’s Annual Report on Form 10-K for the year ended December 31, 2020 from IIP’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 19, 2021;
​
•
IIP’s Current Reports on Form 8-K filed with the SEC on January 6, 2021, January 15, 2021, May 25, 2021, June 4, 2021 and June 29, 2021;
​
•
the description of IIP’s common stock, which is contained in the Registration Statement on Form 8-A, filed with the SEC on November 17, 2016; and
​
•
the description of IIP’s 9.00% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), which is contained in the Registration Statement on Form 8-A, filed with the SEC on October 12, 2017.
​
To the extent that any information contained in any document or portions thereof, whether specifically listed above or filed in the future, that are furnished to, rather than filed with, the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K, such information or exhibit is specifically not incorporated by reference in this prospectus.
We will provide without charge upon written or oral request, a copy of any and all of the documents that have been or may be incorporated by reference, except that exhibits to such documents will not be provided unless they are specifically incorporated by reference into such documents. Requests for copies of any such document should be directed to:
Innovative Industrial Properties, Inc.
11440 West Bernardo Court, Suite 100
San Diego, California 92127
Attn: Secretary
(858) 997-3332
You should not assume that the information contained in or incorporated by reference into this prospectus is accurate as of any date other than the dates specified on those respective documents.
 
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​
[MISSING IMAGE: LG_INNOVATIVE-4CLR.JPG]
IIP OPERATING PARTNERSHIP, LP
OFFER TO EXCHANGE
$300,000,000 5.50% Senior Notes due 2026 and Guarantees that
have been registered under the Securities Act for
$300,000,000 5.50% Senior Notes due 2026 and Guarantees
           , 2021
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20.
Indemnification of Directors and Officers.
​
Maryland Registrant
For purposes of this section, references to “we,” “our,” “us,” and “our company” refer to Innovative Industrial Properties, Inc., a Maryland corporation.
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our charter contains a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.
Our charter authorizes us, to the maximum extent permitted by Maryland law, to obligate ourselves to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any present or former director or officer or (2) any individual who, while a director or officer of our company and at our request, serves or has served another REIT, corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a trustee, director, officer or partner of such REIT, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise from and against any claim or liability to which such individual may become subject or which such individual may incur by reason of his or her service in such capacity. Our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any present or former director or officer who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity or (2) any individual who, while a director or officer of our company and at our request, serves or has served another REIT, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a trustee, director, officer or partner and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of our company in any of the capacities described above and to any employee or agent of our company or a predecessor of our company.
Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was a result of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (1) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (2) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.
We have entered into indemnification agreements with each of our executive officers and directors whereby we agree to indemnify such executive officers and directors to the maximum extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. The indemnification agreements
 
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require us to indemnify the director or officer party thereto, the indemnitee, against all judgments, penalties, fines and amounts paid in settlement and all expenses actually and reasonably incurred by the indemnitee or on his or her behalf in connection with a proceeding, unless it is established that one of the exceptions to indemnification under Maryland law set forth above exists. The indemnification agreements also provide that we agree to hold harmless and indemnify these persons against expenses incurred by reason of the fact that such person is or was a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at our request, including, without limitation, the Delaware Registrants (as defined below).
The indemnification agreements prohibit indemnification in connection with a proceeding that is brought by or in the right of our company if the director or officer is adjudged liable to us.
In addition, the indemnification agreements require us to advance reasonable expenses incurred by the indemnitee within ten days of the receipt by us of a statement from the indemnitee requesting the advance, provided the statement evidences the expenses and is accompanied by:
•
a written affirmation of the indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification, and
​
•
an undertaking by or on behalf of the Indemnitee to repay the amount if it is ultimately determined that the standard of conduct was not met.
​
The indemnification agreements provide for procedures for the determination of entitlement to indemnification, including requiring such determination be made by independent counsel after a change of control of us.
In addition, we have purchased directors’ and officers’ liability insurance for the benefit of our directors and officers.
Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Delaware Registrants
The following registrants are, as specified below, limited partnerships or limited liability companies organized under the laws of the State of Delaware: IIP Operating Partnership, LP, IIP-CA 1 LP, IIP-CA 2 LP, IIP-CA 3 LP, IIP-CA 4 LP and IIP-CA 5 LP (together, the “Delaware LP Registrants”), and the entities listed on the Table of Co-Registrants, other than Innovative Industrial Properties, Inc. and the Delaware LP Registrants.
Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Section 17-108 of the Delaware Revised Uniform Limited Partnership Act, or the LP Act, empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
In addition, our directors and officers are indemnified for specified liabilities and expenses pursuant to the partnership agreement of IIP Operating Partnership, LP, the partnership in which IIP serves as sole general partner.
The description of the indemnification agreements in this Item 20 under the caption “Maryland Registrant” is incorporated herein by reference.
Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
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ITEM 21.
Exhibits and Financial Statement Schedules.
​
​
Exhibit
Number
​ ​
Description of Exhibit
​
​ 1.1 ​ ​ ​
​ 3.1 ​ ​ Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. (including Articles Supplementary Classifying Innovative Industrial Properties, Inc.’s 9.00% Series A Cumulative Redeemable Preferred Stock).(2) ​
​ 3.2 ​ ​ ​
​ 3.3* ​ ​ ​
​ 3.4* ​ ​ ​
​ 3.5* ​ ​ ​
​ 3.6* ​ ​ ​
​ 3.7* ​ ​ ​
​ 3.8* ​ ​ ​
​ 3.9* ​ ​ ​
​ 3.10* ​ ​ ​
​ 3.11* ​ ​ ​
​ 3.12* ​ ​ ​
​ 3.13* ​ ​ ​
​ 3.14* ​ ​ ​
​ 3.15* ​ ​ ​
​ 3.16* ​ ​ ​
​ 3.17* ​ ​ ​
​ 3.18* ​ ​ ​
​ 3.19* ​ ​ ​
​ 3.20* ​ ​ ​
​ 3.21* ​ ​ ​
​ 3.22* ​ ​ ​
​ 3.23* ​ ​ ​
​ 3.24* ​ ​ ​
​ 3.25* ​ ​ ​
​ 3.26* ​ ​ ​
​ 3.27* ​ ​ ​
​ 3.28* ​ ​ ​
​ 3.29* ​ ​ ​
​ 3.30* ​ ​ ​
​ 3.31* ​ ​ ​
​ 3.32* ​ ​ ​
​ 3.33* ​ ​ ​
​ 3.34* ​ ​ ​
​ 3.35* ​ ​ ​
​ 3.36* ​ ​ ​
 
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​
Exhibit
Number
​ ​
Description of Exhibit
​
​ 3.37* ​ ​ ​
​ 3.38* ​ ​ ​
​ 3.39* ​ ​ ​
​ 3.40* ​ ​ ​
​ 3.41* ​ ​ ​
​ 3.42* ​ ​ ​
​ 3.43* ​ ​ ​
​ 3.44* ​ ​ ​
​ 3.45* ​ ​ ​
​ 3.46* ​ ​ ​
​ 3.47* ​ ​ ​
​ 3.48* ​ ​ ​
​ 3.49* ​ ​ ​
​ 3.50* ​ ​ ​
​ 3.51* ​ ​ ​
​ 3.52* ​ ​ ​
​ 3.53* ​ ​ ​
​ 3.54* ​ ​ ​
​ 3.55* ​ ​ ​
​ 3.56* ​ ​ ​
​ 3.57* ​ ​ ​
​ 3.58* ​ ​ ​
​ 3.59* ​ ​ ​
​ 3.60* ​ ​ ​
​ 4.1 ​ ​ ​
​ 4.2 ​ ​ Indenture, dated as of February 21, 2019, among IIP Operating Partnership, LP, as issuer, Innovative Industrial Properties, Inc. and the subsidiaries of IIP Operating Partnership, LP, as guarantors, and GLAS Trust Company LLC, as trustee, including the Form of Note representing IIP Operating Partnership, LP’s 3.75% Exchangeable Senior Notes due 2024.(5) ​
​ 4.3 ​ ​ Indenture, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto and GLAS Trust Company, LLC, as trustee, including the form of 5.50% Senior Note due 2026.(6) ​
​ 5.1* ​ ​ ​
​ 10.1 ​ ​ ​
​ 10.2* ​ ​ ​
​ 10.3* ​ ​ ​
​ 10.4* ​ ​ ​
​ 10.5* ​ ​ ​
​ 10.6* ​ ​ ​
​ 10.7* ​ ​ ​
​ 10.8* ​ ​ ​
​ 10.9* ​ ​ ​
 
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​
Exhibit
Number
​ ​
Description of Exhibit
​
​ 10.10* ​ ​ ​
​ 10.11* ​ ​ ​
​ 10.12* ​ ​ ​
​ 10.13* ​ ​ ​
​ 10.14* ​ ​ ​
​ 10.15* ​ ​ ​
​ 10.16* ​ ​ ​
​ 10.17* ​ ​ ​
​ 10.18* ​ ​ ​
​ 10.19* ​ ​ ​
​ 10.20* ​ ​ ​
​ 10.21* ​ ​ ​
​ 10.22* ​ ​ ​
​ 10.23* ​ ​ ​
​ 10.24* ​ ​ ​
​ 10.25* ​ ​ ​
​ 10.26* ​ ​ ​
​ 10.27* ​ ​ ​
​ 10.28* ​ ​ ​
​ 10.29* ​ ​ ​
​ 10.30* ​ ​ ​
​ 10.31* ​ ​ ​
​ 10.32* ​ ​ ​
​ 10.33* ​ ​ ​
​ 10.34* ​ ​ ​
​ 10.35* ​ ​ ​
​ 10.36* ​ ​ ​
​ 10.37* ​ ​ ​
​ 10.38* ​ ​ ​
​ 10.39* ​ ​ ​
​ 10.40* ​ ​ ​
​ 10.41* ​ ​ ​
​ 10.42* ​ ​ ​
​ 10.43* ​ ​ ​
​ 10.44* ​ ​ ​
​ 10.45* ​ ​ ​
​ 10.46* ​ ​ ​
​ 10.47* ​ ​ ​
​ 10.48* ​ ​ ​
​ 10.49* ​ ​ ​
​ 10.50* ​ ​ ​
​ 10.51* ​ ​ ​
 
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​
Exhibit
Number
​ ​
Description of Exhibit
​
​ 10.52* ​ ​ ​
​ 10.53* ​ ​ ​
​ 10.54* ​ ​ ​
​ 10.55* ​ ​ ​
​ 10.56* ​ ​ ​
​ 10.57* ​ ​ ​
​ 10.58* ​ ​ ​
​ 10.59+ ​ ​ ​
​ 10.60+ ​ ​ ​
​ 10.61+ ​ ​ ​
​ 10.62+ ​ ​ ​
​ 10.63+ ​ ​ ​
​ 10.64+ ​ ​ ​
​ 10.65+ ​ ​ ​
​ 10.66+ ​ ​ ​
​ 10.67+ ​ ​ ​
​ 10.68+ ​ ​ ​
​ 10.69+ ​ ​ ​
​ 10.70+ ​ ​ ​
​ 10.71 ​ ​ ​
​ 10.72 ​ ​ ​
​ 10.73 ​ ​ ​
​ 10.74 ​ ​ ​
​ 10.75 ​ ​ ​
​ 10.76 ​ ​ Registration Rights Agreement, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto and BTIG, LLC, as representative of the initial purchasers.(6) ​
​ 21.1* ​ ​ ​
​ 22.1* ​ ​ List of Guarantor Subsidiaries and Issuer of Guaranteed Securities. ​
​ 23.1* ​ ​ ​
​ 23.2* ​ ​ ​
​ 24.1* ​ ​ ​
​ 25.1* ​ ​ Statement of Eligibility on Form T-1 of GLAS Trust Company LLC, as the Trustee under the Indenture. ​
​ 99.1* ​ ​ ​
 
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​
Exhibit
Number
​ ​
Description of Exhibit
​
​ 99.2* ​ ​ ​
​ 99.3* ​ ​ ​
​ 99.4* ​ ​ ​
​ 99.5* ​ ​ ​
​ 99.6* ​ ​ ​
​
*
Filed herewith.
​
**
To be filed.
​
+
Indicates management contract or compensatory plan.
​
(1)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on November 6, 2020.
​
(2)
Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020.
​
(3)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on June 4, 2020.
​
(4)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended (File No. 333-214148), filed with the SEC on November 17, 2016.
​
(5)
Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on February 21, 2019.
​
(6)
Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on May 25, 2021.
​
(7)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended (File No. 333-214148), filed with the SEC on October 17, 2016.
​
(8)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-8 (File No. 333-214919), filed with the SEC on December 6, 2016.
​
(9)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 6, 2020.
​
(10)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 15, 2021.
​
(11)
Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2017.
​
(12)
Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on June 8, 2017.
​
(13)
Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2019.
​
(14)
Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on May 31, 2018.
​
(15)
Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Annual Report on Form 10-K filed with the SEC on March 14, 2019.
​
(16)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on September 25, 2019.
​
(17)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on February 25, 2020.
​
(18)
Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on December 14, 2020.
​
 
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ITEM 22.
Undertakings.
​
(a)   Each of the undersigned registrants hereby undertake:
(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)   To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)   That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)   Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and
 
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(iv)   Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
(b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c)   The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(d)   The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of San Diego, state of California, on July 20, 2021.
INNOVATIVE INDUSTRIAL PROPERTIES, INC.
By:
/s/ Paul Smithers
​
​
Paul Smithers
President and Chief Executive Officer
IIP OPERATING PARTNERSHIP, LP
By:
Innovative Industrial Properties, Inc.
Its general partner
​
By:
/s/ Paul Smithers
​
​
Paul Smithers
President and Chief Executive Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the signature page to this registration statement constitutes and appoints Paul Smithers and Catherine Hastings, and each or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any amendment or registration statement filed pursuant to Rule 462, and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
​
NAME
​ ​
CAPACITY
​ ​
DATE
​
​
/s/ Alan Gold
​
Alan Gold
​ ​ Executive Chairman ​ ​
July 20, 2021
​
​
/s/ Paul Smithers
​
Paul Smithers
​ ​ President and Chief Executive Officer
(Principal Executive Officer) 		​ ​
July 20, 2021
​
​
/s/ Catherine Hastings
​
Catherine Hastings
​ ​ Chief Financial Officer and Treasurer
(Principal Financial Officer) 		​ ​
July 20, 2021
​
​
/s/ Andy Bui
​
Andy Bui
​ ​ Vice President, Chief Accounting Officer
(Principal Accounting Officer) 		​ ​
July 20, 2021
​
 
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​
NAME
​ ​
CAPACITY
​ ​
DATE
​
​
/s/ Gary Kreitzer
​
Gary Kreitzer
​ ​ Vice Chairman ​ ​
July 20, 2021
​
​
/s/ Mary Curran
​
Mary Curran
​ ​ Director ​ ​
July 20, 2021
​
​
/s/ Scott Shoemaker
​
Scott Shoemaker
​ ​ Director ​ ​
July 20, 2021
​
​
/s/ David Stecher
​
David Stecher
​ ​ Director ​ ​
July 20, 2021
​
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of San Diego, state of California, on July 20, 2021.
IIP-AZ 1 LLC
IIP-AZ 2 LLC
IIP-GP LLC
IIP-CO 1 LLC
IIP-CO 2 LLC
IIP-FL 1 LLC
IIP-FL 2 LLC
IIP-FL 3 LLC
IIP-IL 1 LLC
IIP-IL 2 LLC
IIP-IL 3 LLC
IIP-IL 4 LLC
IIP-IL 5 LLC
IIP-IL 6 LLC
IIP-MA 1 LLC
IIP-MA 2 LLC
IIP-MA 3 LLC
IIP-MA 4 LLC
IIP-MA 5 LLC
IIP-MA 6 LLC
IIP-MA 7 LLC
IIP-MD 1 LLC
IIP-MI 1 LLC
IIP-MI 2 LLC
IIP-MI 3 LLC
IIP-MI 4 LLC
IIP-MI 5 LLC
IIP-MI 6 LLC
IIP-MI 7 LLC
IIP-MI 8 LLC
IIP-MN 1 LLC
IIP-ND 1 LLC
IIP-NJ 1 LLC
IIP-NJ 2 LLC
IIP-NV 1 LLC
 
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IIP-NY 1 LLC
IIP-NY 2 LLC
IIP-OH 1 LLC
IIP-OH 2 LLC
IIP-OH 3 LLC
IIP-OH 4 LLC
IIP-PA 1 LLC
IIP-PA 1 LLC
IIP-PA 2 LLC
IIP-PA 3 LLC
IIP-PA 4 LLC
IIP-PA 5 LLC
IIP-PA 6 LLC
IIP-PA 7 LLC
IIP-PA 8 LLC
IIP-TX 1 LLC
IIP-VA 1 LLC
IIP-WA 1 LLC
By:
IIP OPERATING PARTNERSHIP, LP,
as the sole member
​
By:
Innovative Industrial Properties, Inc.,
as the sole general partner
​
By:
/s/ Catherine Hastings
​
​
Name:
Catherine Hastings
​
Title:
Chief Financial Officer and Treasurer
​
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Paul Smithers and Catherine Hastings and each of them singly, his or her true and lawful attorneys-in- fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-4, and any and all additional registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
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​
Signature
​ ​
Title
​ ​
Date
​
​
NAME
​ ​
CAPACITY
​ ​
DATE
​
​
/s/ Paul Smithers
​
Paul Smithers
​ ​ President and Chief Executive Officer of IIP-AZ 1 LLC, IIP-AZ 2 LLC, IIP-GP LLC, IIP-CO 1 LLC, IIP-CO 2 LLC, IIP-FL 1 LLC, IIP-FL 2 LLC, IIP-FL 3 LLC, IIP-IL 1 LLC, IIP-IL 2 LLC, IIP-IL 3 LLC, IIP-IL 4 LLC, IIP-IL 5 LLC, IIP-IL 6 LLC, IIP-MA 1 LLC, IIP-MA 2 LLC, IIP-MA 3 LLC, IIP-MA 4 LLC, IIP-MA 5 LLC, IIP-MA 6 LLC, IIP-MA 7 LLC, IIP-MD 1 LLC, IIP-MI 1 LLC, IIP-MI 2 LLC, IIP-MI 3 LLC, IIP-MI 4 LLC, IIP-MI 5 LLC, IIP-MI 6 LLC, IIP-MI 7 LLC, IIP-MI 8 LLC, IIP-MN 1 LLC, IIP-ND 1 LLC, IIP-NJ 1 LLC, IIP-NJ 2 LLC, IIP-NV 1 LLC, IIP-NY 1 LLC, IIP-NY 2 LLC, IIP-OH 1 LLC, IIP-OH 2 LLC, IIP-OH 3 LLC, IIP-OH 4 LLC, IIP-PA 1 LLC, IIP-PA 2 LLC, IIP-PA 3 LLC, IIP-PA 4 LLC, IIP-PA 5 LLC, IIP-PA 6 LLC, IIP-PA 7 LLC, IIP-PA 8 LLC, IIP-TX 1 LLC, IIP-VA 1 LLC, and IIP-WA 1 LLC (Principal Executive Officer) ​ ​
July 20, 2021
​
​
/s/ Catherine Hastings
​
Catherine Hastings
​ ​ Chief Financial Officer and Treasurer of IIP-AZ 1 LLC, IIP-AZ 2 LLC, IIP-GP LLC, IIP-CO 1 LLC, IIP-CO 2 LLC, IIP-FL 1 LLC, IIP-FL 2 LLC, IIP-FL 3 LLC, IIP-IL 1 LLC, IIP-IL 2 LLC, IIP-IL 3 LLC, IIP-IL 4 LLC, IIP-IL 5 LLC, IIP-IL 6 LLC, IIP-MA 1 LLC, IIP-MA 2 LLC, IIP-MA 3 LLC, IIP-MA 4 LLC, IIP-MA 5 LLC, IIP-MA 6 LLC, IIP-MA 7 LLC, IIP-MD 1 LLC, IIP-MI 1 LLC, IIP-MI 2 LLC, IIP-MI 3 LLC, IIP-MI 4 LLC, IIP-MI 5 LLC, IIP-MI 6 LLC, IIP-MI 7 LLC, IIP-MI 8 LLC, IIP-MN 1 LLC, IIP-ND 1 LLC, IIP-NJ 1 LLC, IIP-NJ 2 LLC, IIP-NV 1 LLC, IIP-NY 1 LLC, IIP-NY 2 LLC, IIP-OH 1 LLC, IIP-OH 2 LLC, IIP-OH 3 LLC, IIP-OH 4 LLC, IIP-PA 1 LLC, IIP-PA 2 LLC, IIP-PA 3 LLC, IIP-PA 4 LLC, IIP-PA 5 LLC, IIP-PA 6 LLC, IIP-PA 7 LLC, IIP-PA 8 LLC, IIP-TX 1 LLC, IIP-VA 1 LLC, and IIP-WA 1 LLC (Principal Financial Officer) ​ ​
July 20, 2021
​
 
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​
Signature
​ ​
Title
​ ​
Date
​
​
NAME
​ ​
CAPACITY
​ ​
DATE
​
​
/s/ Andy Bui
​
Andy Bui
​ ​ Vice President of IIP-AZ 1 LLC, IIP-AZ 2 LLC, IIP-GP LLC, IIP-CO 1 LLC, IIP-CO 2 LLC, IIP-FL 1 LLC, IIP-FL 2 LLC, IIP-FL 3 LLC, IIP-IL 1 LLC, IIP-IL 2 LLC, IIP-IL 3 LLC, IIP-IL 4 LLC, IIP-IL 5 LLC, IIP-IL 6 LLC, IIP-MA 1 LLC, IIP-MA 2 LLC, IIP-MA 3 LLC, IIP-MA 4 LLC, IIP-MA 5 LLC, IIP-MA 6 LLC, IIP-MA 7 LLC, IIP-MD 1 LLC, IIP-MI 1 LLC, IIP-MI 2 LLC, IIP-MI 3 LLC, IIP-MI 4 LLC, IIP-MI 5 LLC, IIP-MI 6 LLC, IIP-MI 7 LLC, IIP-MI 8 LLC, IIP-MN 1 LLC, IIP-ND 1 LLC, IIP-NJ 1 LLC, IIP-NJ 2 LLC, IIP-NV 1 LLC, IIP-NY 1 LLC, IIP-NY 2 LLC, IIP-OH 1 LLC, IIP-OH 2 LLC, IIP-OH 3 LLC, IIP-OH 4 LLC, IIP-PA 1 LLC, IIP-PA 2 LLC, IIP-PA 3 LLC, IIP-PA 4 LLC, IIP-PA 5 LLC, IIP-PA 6 LLC, IIP-PA 7 LLC, IIP-PA 8 LLC, IIP-TX 1 LLC, IIP-VA 1 LLC, and IIP-WA 1 LLC (Principal Accounting Officer) ​ ​
July 20, 2021
​
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of San Diego, state of California, on July 20, 2021.
IIP-CA 1 LP
IIP-CA 2 LP
IIP-CA 3 LP
IIP-CA 4 LP
IIP-CA 5 LP
By:
IIP-GP LLC,
as the sole general partner
​
By:
IIP OPERATING PARTNERSHIP, LP,
as the sole member
​
By:
Innovative Industrial Properties, Inc.,
as the sole general partner
​
By:
/s/ Catherine Hastings
​
​
Name:
Catherine Hastings
​
Title:
Chief Financial Officer and Treasurer
​
 
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TABLE OF CONTENTS
 
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Paul Smithers and Catherine Hastings and each of them singly, his or her true and lawful attorneys-in- fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-4, and any and all additional registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
​
NAME
​ ​
CAPACITY
​ ​
DATE
​
​
/s/ Paul Smithers
​
Paul Smithers
​ ​ President and Chief Executive Officer of IIP-GP LLC, as general partner of IIP-CA 1 LP, IIP-CA 2 LP, IIP-CA 3 LP, IIP-CA 4 LP, and IIP-CA 5 LP (Principal Executive Officer) ​ ​
July 20, 2021
​
​
/s/ Catherine Hastings
​
Catherine Hastings
​ ​ Chief Financial Officer and Treasurer of IIP-GP LLC, as general partner of IIP-CA 1 LP, IIP-CA 2 LP, IIP-CA 3 LP, IIP-CA 4 LP, and IIP-CA 5 LP (Principal Financial Officer) ​ ​
July 20, 2021
​
​
/s/ Andy Bui
​
Andy Bui
​ ​ Vice President of IIP-GP LLC, as general partner of IIP-CA 1 LP, IIP-CA 2 LP, IIP-CA 3 LP, IIP-CA 4 LP, and IIP-CA 5 LP (Principal Accounting Officer) ​ ​
July 20, 2021
​
 
II-15

 

Exhibit 3.3

 

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

IGP OPERATING PARTNERSHIP, Lp

 

The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

 

First: The name of the limited partnership is IGP Operating Partnership, LP.

 

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19801. The name of the Registered Agent at such address is Corporation Service Company.

 

Third: The name and mailing address of the general partner are as follows: Innovative Greenhouse Properties, Inc., 17190 Bernardo Center Drive, San Diego, California 92128.

 

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Limited Partnership this 17th day of June, 2016.

 

  INNOVATIVE GREENHOUSE PROPERTIES, INC.
  General Partner
   
  By: /s/ Paul Smithers
    Paul Smithers
    Chief Executive Officer

 

 

 

 

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE

OF LIMITED PARTNERSHIP

 

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

 

FIRST: The name of the Limited Partnership is: IGP OPERATING PARTNERSHIP, LP

 

SECOND: Articles 1&3 of the Certificate of Limited Partnership shall be amended as follows:

 

FIRST: The name of the limited partnership is changed to be IIP Operating Partnership, LP.
THIRD: The name of the general partner is changed to Innovative Industrial Properties, Inc.

 

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 3rd day of August, A.D. 2016.

 

  INNOVATIVE INDUSTRIAL PROPERTIES, INC.
   
  By: /s/ Paul Smithers
  General Partner

   
  Name:   Paul Smithers, Chief Executive Officer
    Print or Type

 

 

 

 

 

Exhibit 3.4 

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-AZ 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:          The name of the limited liability company is IIP-AZ 1 LLC.

 

SECOND:    The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:         This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-AZ 1 LLC this 22nd day of November, 2017.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.5

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-AZ 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-AZ 2 LLC.

 

SECOND:      The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-AZ 2 LLC this 4th day of September, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.6 

 

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A LIMITED LIABILITY COMPANY TO A
LIMITED PARTNERSHIP PURSUANT TO

SECTION 17-217 OF THE LIMITED PARTNERSHIP ACT

 

1.) The jurisdiction where the Limited Liability Company first formed is Delaware.

 

2.) The jurisdiction immediately prior to filing this Certificate is Delaware.

 

3.) The date the Limited Liability Company first formed is January 10, 2019.

 

4.) The name of the Limited Liability Company immediately prior to filing this Certificate is IIP-CA 1 LLC.

 

5.) The name of the Limited Partnership as set forth in the Certificate of Limited Partnership is IIP-CA 1 LP.

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 15th  day of March, A.D. 2019,

 

  By: /s/ Brian Wolfe   
    General Partner(s)
     
  Name:  Brian Wolfe, General Counsel of IIP-GP LLC
    Print or Type

 

 

 

 

CERTIFICATE OF LIMITED PARTNERSHIP

 

· The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

 

· First: The name of the limited partnership is IIP-CA 1 LP.

 

· Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the city of Wilmington Zip Code 19801.
     
    The name of the Registered Agent at such address is The Corporation Trust Company.

 

· Third: The name and mailing address of each general partner is as follows:
      IIP-GP LLC
      c/o Innovative Industrial Properties, Inc.
      11440 West Bernardo Court, Suite 220
      San Diego, CA 92127

 

· In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of 15th day of March, A.D. 2019.

 

  By: /s/ Brian Wolfe
    General Partner
   
  Name:   Brian Wolfe, General Counsel of IIP-GP LLC
    (type or print name)

 

 

 

 

Exhibit 3.7

 

STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP

 

· The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
     
· First: The name of the limited partnership is IIP-CA 2 LP.

 

· Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the city of Wilmington. Zip code 19801. The name of the Registered Agent at such address is The Corporation Trust Company.

 

· Third: The name and mailing address of each general partner is as follows:

 

 

IIP-GP LLC

c/o Innovative Industrial Properties, Inc.

11440 West Bernardo Court, Suite 220

San Diego, CA 92127

 

 

· In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of 11th day of March, A.D. 2019.

 

  By: /s/ Brian Wolfe
    General Partner
     
  Name:   Brian Wolfe, General Counsel of IIP-GP LLC
    (type or print name)

 

 

 

 

eXHIBIT 3.8

 

STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP

 

· The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
     
· First: The name of the limited partnership is IIP-CA 3 LP.

 

· Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the city of Wilmington. Zip code 19801. The name of the Registered Agent at such address is The Corporation Trust Company.
     
  · Third: The name and mailing address of each general partner is as follows:

 

 

IIP-GP LLC

c/o Innovative Industrial Properties, Inc.

11440 West Bernardo Court, Suite 220

San Diego, CA 92127

 

 

· In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of 17th day of June, A.D. 2019.

 

  By: /s/ Brian Wolfe
    General Partner
 
  Name:   Brian Wolfe, General Counsel of IIP-GP LLC
    (type or print name)

 

 

 

 

eXHIBIT 3.9

 

STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP

 

· The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
     
· First: The name of the limited partnership is IIP-CA 4 LP.

 

· Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the city of Wilmington. Zip code 19801. The name of the Registered Agent at such address is The Corporation Trust Company.
     
  · Third: The name and mailing address of each general partner is as follows:

 

 

IIP-GP LLC

c/o Innovative Industrial Properties, Inc.

11440 West Bernardo Court, Suite 220

San Diego, CA 92127

 

 

· In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of 17th day of June, A.D. 2019.

 

  By: /s/ Brian Wolfe
    General Partner
 
  Name: Brian Wolfe, General Counsel of IIP-GP LLC
    (type or print name)

 

 

 

 

eXHIBIT 3.10

 

STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP

 

· The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
     
· First: The name of the limited partnership is IIP-CA 5 LP.

 

· Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the city of Wilmington. Zip code 19801. The name of the Registered Agent at such address is The Corporation Trust Company.
     
  · Third: The name and mailing address of each general partner is as follows:

 

 

IIP-GP LLC

c/o Innovative Industrial Properties, Inc.

11440 West Bernardo Court, Suite 220

San Diego, CA 92127

 

 

· In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of 30th day of July, A.D. 2019.

 

  By: /s/ Brian Wolfe
    General Partner
 
  Name:   Brian Wolfe, General Counsel of IIP-GP LLC
    (type or print name)

 

 

 

 

 

Exhibit 3.11

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-CO 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:         The name of the limited liability company is IIP-CO 1 LLC.

 

SECOND:    The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:        This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-CO 1 LLC this 19th day of October, 2018.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.12

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-CO 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:         The name of the limited liability company is IIP-CO 2 LLC.

 

SECOND:    The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:        This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-CO 2 LLC this 11th day of December, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.13

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-FL 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:         The name of the limited liability company is IIP-FL 1 LLC.

 

SECOND:    The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:        This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-FL 1 LLC this 24th day of September, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.14

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-FL 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:          The name of the limited liability company is IIP-FL 2 LLC.

 

SECOND:     The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:         This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-FL 2 LLC this 19th day of February, 2020.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.15

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-FL 3 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:         The name of the limited liability company is IIP-FL 3 LLC.

 

SECOND:    The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:        This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-FL 3 LLC this 21st day of December, 2020.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.16

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-GP LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:          The name of the limited liability company is IIP-GP LLC.

 

SECOND:     The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:         This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-GP LLC this 8th day of March, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.17

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-IL 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:          The name of the limited liability company is IIP-IL 1 LLC.

 

SECOND:     The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:         This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-IL 1 LLC this 13th day of December, 2018.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.18

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-IL 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:          The name of the limited liability company is IIP-IL 2 LLC.

 

SECOND:    The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:        This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-IL 2 LLC this 25th day of September, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.19

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-IL 3 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:          The name of the limited liability company is IIP-IL 3 LLC.

 

SECOND:    The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:         This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-IL 3 LLC this 25th day of September, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.20

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-IL 4 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:          The name of the limited liability company is IIP-IL 4 LLC.

 

SECOND:    The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:         This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-IL 4 LLC this 7th day of October, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.21 

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-IL 5 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:             The name of the limited liability company is IIP-IL 5 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-IL 5 LLC this 3rd day of February, 2020.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.22 

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-IL 6 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-IL 6 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-IL 6 LLC this 22nd day of March, 2021.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.23 

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MA 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MA 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MA 1 LLC this 3rd day of January, 2018.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.24

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MA 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MA 2 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MA 2 LLC this 20th day of June, 2018.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.25

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MA 3 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MA 3 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MA 3 LLC this 17th day of June, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.26

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MA 4 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MA 4 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MA 4 LLC this 11th day of December, 2019.

 

/s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.27

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MA 5 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MA 5 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MA 5 LLC this 17th day of April, 2020.

 

/s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.28

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MA 6 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MA 6 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MA 6 LLC this 5th day of November, 2020.

 

/s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.29

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MA 7 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MA 7 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MA 7 LLC this 3rd day of May, 2021.

 

/s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.30

 

CERTIFICATE OF FORMATION

 

OF

 

IIP-MD 1 LLC

 

 

1. The name of the limited liability company is IIP-MD 1 LLC.

 

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

 

3. This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of IIP-MD 1 LLC this 9th day of May, 2017.

 

/s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.31

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MI 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:             The name of the limited liability company is IIP-MI 1 LLC.

 

SECOND:        The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:            This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MI 1 LLC this 27th day of June, 2018.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.32

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MI 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MI 2 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MI 2 LLC this 25th day of April, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.33

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MI 3 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MI 3 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MI 3 LLC this 4th day of June, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.34

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MI 4 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MI 4 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MI 4 LLC this 13th day of September, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.35

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MI 5 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MI 5 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MI 5 LLC this 17th day of October, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.36

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MI 6 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MI 6 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MI 6 LLC this 26th day of November, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.37

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MI 7 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MI 7 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MI 7 LLC this 17th day of July, 2020.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.38

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MI 8 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MI 8 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MI 8 LLC this 3rd day of May, 2021.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.39

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-MN 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-MN 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-MN 1 LLC this 9th day of October, 2017.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.40

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-ND 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-ND 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-ND 1 LLC this 2nd day of December, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.41

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-NJ 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:             The name of the limited liability company is IIP-NJ 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:            This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-NJ 1 LLC this 9th day of June, 2020.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.42

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-NJ 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-NJ 2 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:            This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-NJ 2 LLC this 9th day of June, 2020.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.43

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-NV 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-NV 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-NV 1 LLC this 7th day of June, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.44

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-NY 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-NY 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-NY 1 LLC this 8th day of November, 2016.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.45

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-NY 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-NY 2 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:            This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-NY 2 LLC this 27th day of September, 2017.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.46

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-OH 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-OH 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-OH 1 LLC this 6th day of February, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.47

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-OH 2 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-OH 2 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-OH 2 LLC this 25th day of February, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.48

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-OH 3 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-OH 3 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-OH 3 LLC this 26th day of November, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.49

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-OH 4 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-OH 4 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-OH 4 LLC this 20th day of December, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.50

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-PA 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-PA 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-PA 1 LLC this 31st day of January, 2018.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.51

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-PA 2 LLC  

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:           The name of the limited liability company is IIP-PA 2 LLC.

 

SECOND:      The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:          This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-PA 2 LLC this 26th day of February, 2019. 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.52

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-PA 3 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:             The name of the limited liability company is IIP-PA 3 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-PA 3 LLC this 26th day of February, 2019.

 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

  

 

 

 

Exhibit 3.53

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-PA 4 LLC 

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:          The name of the limited liability company is IIP-PA 4 LLC.

 

SECOND:     The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:         This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-PA 4 LLC this 5th day of July, 2019. 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.54

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-PA 5 LLC

 

 

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-PA 5 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-PA 5 LLC this 26th day of August, 2019. 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.55

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-PA 6 LLC 

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:             The name of the limited liability company is IIP-PA 6 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-PA 6 LLC this 2nd day of December, 2019. 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

  

 

 

Exhibit 3.56

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-PA 7 LLC 

 

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-PA 7 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-PA 7 LLC this 17th day of April, 2020. 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.57

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-PA 8 LLC 

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-PA 8 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-PA 8 LLC this 19th day of March, 2021. 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.58

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-TX 1 LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-TX 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-TX 1 LLC this 10th day of February, 2021. 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

Exhibit 3.59

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-VA 1 LLC 

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:             The name of the limited liability company is IIP-VA 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:            This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-VA 1 LLC this 26th day of November, 2019.

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

 

Exhibit 3.60

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION of

 

IIP-WA 1 LLC 

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq (the “Act”), hereby certifies pursuant to Section 18-201.

 

FIRST:            The name of the limited liability company is IIP-WA 1 LLC.

 

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

 

THIRD:           This Certificate of Formation shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of IIP-WA 1 LLC this 5th day of November, 2020.

 

 

  /s/ Brian Wolfe
  Brian Wolfe, Authorized Person

 

 

 

EXHIBIT 5.1

 

  ATTORNEYS AT LAW
11988 El camino real, Suite 400
San Diego, CA  92130
858.847.6700 TEL
858.792.6773 FAX
www.foley.com

 

July 20, 2021

 

IIP Operating Partnership, LP

1389 Center Drive, Suite 200

Park City, Utah 84098

 

Ladies and Gentlemen:

 

We have acted as securities counsel to Innovative Industrial Properties, Inc., a Maryland corporation (“IIP”), IIP Operating Partnership, LP (the “Operating Partnership”) and the direct and indirect subsidiaries of IIP listed on Annex A attached hereto (the “Subsidiary Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”) relating to the proposed offer by the Operating Partnership, IIP and the Subsidiary Guarantors to exchange (the “Exchange Offer”) an aggregate principal amount of up to $300,000,000 of the Operating Partnership’s outstanding 5.50% Senior Notes due 2026 (the “Private Notes”) and related guarantees thereof (the “Private Guarantees”) for a like principal amount of the Operating Partnership’s 5.50% Senior Notes due 2026 that are to be registered under the Securities Act pursuant to the Registration Statement (the “Exchange Notes”) and which Exchange Notes are proposed to be guaranteed (the “Exchange Guarantees”) on a senior unsecured basis by IIP and the Subsidiary Guarantors.

 

The Private Notes and the related Private Guarantees have been, and the Exchange Notes and the related Exchange Guarantees will be, issued pursuant to an Indenture dated as of May 25, 2021 (the “Indenture”), by and among the Operating Partnership, as issuer; IIP and the Subsidiary Guarantors, as guarantors; and GLAS Trust Company, LLC, as trustee. The Operating Partnership, IIP and the Subsidiary Guarantors are proposing the Exchange Offer in accordance with the terms of a (i) a Registration Rights Agreement, dated as of May 25, 2021, by and among the Operating Partnership, IIP, the Subsidiary Guarantors and BTIG, LLC, as representative of the initial purchasers of the Private Notes (the “Registration Rights Agreement”).

 

As a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Rights Agreement, the Indenture, the form of the Exchange Notes and the Exchange Guarantees, and the Registration Statement. We also have reviewed such corporate or other organizational documents and records of the Operating Partnership, IIP and the Subsidiary Guarantors, such certificates of public officials, and such other materials as we have deemed necessary or appropriate for purposes of expressing the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein. As to various issues of fact, we have relied upon statements and certificates of officers of the Operating Partnership, IIP and the Subsidiary Guarantors without independent verification or investigation. For purposes of the opinions expressed herein regarding the good standing of the Operating Partnership, IIP and the Subsidiary Guarantors, we have relied solely upon good standing certificates of recent dates issued by the Secretary of State of Maryland or Delaware, as applicable.

 

Boston

Brussels

CHICAGO

Detroit

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

 

 

 

 

 

 

 

Innovative Industrial Properties, Inc.

July 20, 2021

Page 2

 

In connection with our examination of documents, we have assumed the genuineness of signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us as certified, conformed or photographic copies and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate, true and complete. We have assumed that all documents we have reviewed (i) are the valid and binding obligations of and enforceable against each party thereto; and (ii) have been duly authorized, executed and delivered by each party thereto (provided, however, that we do not make the foregoing assumption with respect to the Operating Partnership, IIP or the Subsidiary Guarantors). We have also assumed that there has been no oral or written modification or amendment to such documents, or waiver of any provision of such documents, by action or omission of the parties or otherwise.

 

We have assumed that all executed written factual statements, instruments, and other documents that we have relied upon in rendering this opinion letter have been executed by persons with legal capacity to execute such documents. Except as expressly set forth in this opinion letter, we have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to us in connection with the transactions contemplated by the Registration Statement.

 

The opinions expressed herein are limited solely to the Maryland General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and solely with respect to the opinion in paragraph 5, the laws of the State of New York. We do not express any opinion herein concerning any other laws, statutes, ordinances, rules, or regulations. We express no opinion as to compliance with the securities or “blue sky” laws of any jurisdiction. We are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. The opinions expressed herein are subject to the effect of judicial decisions, which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

 

 

 

 

 

 

Innovative Industrial Properties, Inc.

July 20, 2021

Page 3

 

Our opinion in paragraph 5 below is also subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief; (c) the waiver of rights or defenses contained in Sections 4.07, 15.01(e), 15.01(f), 15.01(g) and 15.03(b) of the Indenture (except, with respect to Section 15.03(b) and any other provisions of the Indenture waiving rights or defenses, to the extent such waiver is limited to the fullest extent that the Guarantor may do so under applicable law); (d) any provision requiring the payment of attorneys’ fees, where such payment would be contrary to law or public policy; (e) any provision permitting, upon acceleration of the Exchange Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (f) any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment in another currency; and (g) the severability, if invalid, of provisions to the foregoing effect.

 

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions, limitations and qualifications stated herein, and in reliance on the statements of fact contained in the documents that we have examined, as of the date hereof, we are of the opinion that:

 

1.     Each of the Operating Partnership, IIP and the Subsidiary Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.

 

2.     Each of the Operating Partnership, IIP and the Subsidiary Guarantors has all requisite corporate, partnership, or limited liability company power, as applicable, and corporate, partnership, or limited liability company authority, as applicable, under the laws of its state of incorporation or formation, to execute, deliver and perform its obligations under the Indenture, the Exchange Notes, and the Exchange Guarantees, in each case to the extent it is a party thereto.

 

3.     The Indenture (including the Exchange Guarantees proposed to be issued pursuant to the Exchange Offer) has been duly authorized and validly executed and delivered by the Operating Partnership, IIP and the Subsidiary Guarantors, in each case to the extent the Operating Partnership, IIP or the Subsidiary Guarantors are parties thereto.

 

4.     The Exchange Notes proposed to be issued pursuant to the Exchange Offer have been duly authorized by the Operating Partnership for issuance by the Operating Partnership in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer.

 

5.     When the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Private Notes in the circumstances contemplated by the Registration Statement and the prospectus included therein, the Exchange Notes and the Exchange Guarantees will be legally valid and binding obligations of the Operating Partnership, IIP and the Subsidiary Guarantors, respectively, enforceable against the Operating Partnership, IIP and the Subsidiary Guarantors, respectively, in accordance with their respective terms.

 

 

 

 

 

 

Innovative Industrial Properties, Inc.

July 20, 2021

Page 4

 

 

This opinion is issued as of the date hereof, and we assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

 

We hereby consent to the filing of this opinion letter in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement and the related prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

 

  Very truly yours,
   
  /s/ Foley & Lardner LLP
   
  FOLEY & LARDNER LLP

 

 

 

 

 

 

Innovative Industrial Properties, Inc.

July 20, 2021

Page 5

 

Annex A

 

Subsidiary Guarantors

 

Name of Subsidiary Guarantor     State or
Other Jurisdiction
of Organization
IIP-AZ 1 LLC     Delaware
IIP-AZ 2 LLC     Delaware
IIP-CA 1 LP     Delaware
IIP-CA 2 LP     Delaware
IIP-CA 3 LP     Delaware
IIP-CA 4 LP     Delaware
IIP-CA 5 LP     Delaware
IIP-GP LLC     Delaware
IIP-CO 1 LLC     Delaware
IIP-CO 2 LLC     Delaware
IIP-FL 1 LLC     Delaware
IIP-FL 2 LLC     Delaware
IIP-FL 3 LLC     Delaware
IIP-IL 1 LLC     Delaware
IIP-IL 2 LLC     Delaware
IIP-IL 3 LLC     Delaware
IIP-IL 4 LLC     Delaware
IIP-IL 5 LLC     Delaware
IIP-IL 6 LLC     Delaware
IIP-MA 1 LLC     Delaware
IIP-MA 2 LLC     Delaware
IIP-MA 3 LLC     Delaware
IIP-MA 4 LLC     Delaware
IIP-MA 5 LLC     Delaware
IIP-MA 6 LLC     Delaware
IIP-MA 7 LLC     Delaware
IIP-MD 1 LLC     Delaware

 

 

 

 

 

 

Innovative Industrial Properties, Inc.

July 20, 2021

Page 6

 

Name of Subsidiary Guarantor     State or
Other Jurisdiction
of Organization
IIP-MI 1 LLC     Delaware
IIP-MI 2 LLC     Delaware
IIP-MI 3 LLC     Delaware
IIP-MI 4 LLC     Delaware
IIP-MI 5 LLC     Delaware
IIP-MI 6 LLC     Delaware
IIP-MI 7 LLC     Delaware
IIP-MI 8 LLC     Delaware
IIP-MN 1 LLC     Delaware
IIP-ND 1 LLC     Delaware
IIP-NJ 1 LLC     Delaware
IIP-NJ 2 LLC     Delaware
IIP-NV 1 LLC     Delaware
IIP-NY 1 LLC     Delaware
IIP-NY 2 LLC     Delaware
IIP-OH 1 LLC     Delaware
IIP-OH 2 LLC     Delaware
IIP-OH 3 LLC     Delaware
IIP-OH 4 LLC     Delaware
IIP-PA 1 LLC     Delaware
IIP-PA 2 LLC     Delaware
IIP-PA 3LLC     Delaware
IIP-PA 4 LLC     Delaware
IIP-PA 5 LLC     Delaware
IIP-PA 6 LLC     Delaware
IIP-PA 7 LLC     Delaware
IIP-PA 8 LLC     Delaware
IIP-TX 1 LLC     Delaware
IIP-VA 1 LLC     Delaware
IIP-WA 1 LLC     Delaware

 

 

 

 

Exhibit 10.2

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-AZ 1 LLC

 

a Delaware limited liability company

 

Effective as of November 22, 2017

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-AZ 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-AZ 1 LLC (the “Company”) is effective as of the 22nd day of November, 2017.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER    
     
IIP Operating Partnership, LP    
a Delaware limited partnership    
     
  By: Innovative Industrial Properties, Inc.,    
    its sole general partner    
     
    By: /s/ Brian Wolfe    
    Name: Brian Wolfe    
    Title: Vice President    
     
COMPANY    
     
IIP-AZ 1 LLC,    
a Delaware limited liability company    
     
By: IIP Operating Partnership, LP,    
its sole Member    
     
  By: Innovative Industrial Properties, Inc.,    
    its sole general partner    
     
    By: /s/ Brian Wolfe    
    Name: Brian Wolfe    
    Title: Vice President    

 

4

 

Exhibit 10.3

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-AZ 2 LLC

 

a Delaware limited liability company

 

Effective as of September 4, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-AZ 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-AZ 2 LLC (the “Company”) is effective as of the 4th day of September, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-AZ 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER    
     
IIP Operating Partnership, LP    
a Delaware limited partnership    
     
  By: Innovative Industrial Properties, Inc.,    
    its sole general partner    
     
    By: /s/ Brian Wolfe    
    Name:   Brian Wolfe    
    Title: Vice President    
     
COMPANY    
     
IIP-AZ 2 LLC,    
a Delaware limited liability company    
     
By: IIP Operating Partnership, LP,    
its sole Member    
     
  By: Innovative Industrial Properties, Inc.,    
    its sole general partner    
     
    By: /s/ Brian Wolfe    
    Name:   Brian Wolfe    
    Title: Vice President    

 

4

 

Exhibit 10.4

 

LIMITED PARTNERSHIP AGREEMENT

OF

IIP-CA 1 LP

 

This LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this “Agreement”) of IIP-CA 1 LP, a Delaware limited partnership (the “Partnership”), is entered into as of March 15, 2019, by and between IIP-GP LLC, a Delaware limited liability company, as the initial general partner (in such capacity, the “General Partner”), and IIP Operating Partnership, LP, a Delaware limited partnership, as limited partner (the “Limited Partner”).

 

RECITALS

 

WHEREAS, the General Partner and the Limited Partner have formed a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.), as amended from time to time (the “Act”); and

 

WHEREAS, the General Partner and the Limited Partner desire to enter into this Agreement to provide for the Partnership’s management and to provide for certain other matters, all as permitted under the Act.

 

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                  Formation. Upon the filing of the Certificate of Limited Partnership in the Office of the Secretary of State of the State of Delaware as required by the Act, the Partnership was formed as a limited partnership under the Act for the purposes and upon the terms and conditions hereinafter set forth.

 

2.                  Name. The name of the limited partnership formed hereby is “IIP-CA 1 LP”.

 

3.                  Purpose. The purpose of the Partnership is to engage in any and all lawful businesses, purposes or activities and exercise any powers in which a limited partnership may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Registered Office. The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

5.                  Registered Agent. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

6.                  Partners. The names and the business, residence or mailing addresses of the General Partner and the Limited Partner are as follows:

 

1

 

 

General Partner

 

IIP-GP LLC

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

Limited Partner

 

IIP Operating Partnership, LP

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

7.                  Addition, Substitution and Removal of General Partners. The party serving as General Partner shall serve in such capacity at the pleasure of the Limited Partner, and the Limited Partner in its sole and absolute discretion may at any time and from time to time designate one or more new or additional general partners of the Partnership, replace the General Partner with a substitute general partner of the Partnership, and/or otherwise remove any General Partner from the Partnership. Each person or entity designated by the Limited Partner to serve as a general partner of the Partnership shall be referred to as the “General Partner” hereunder for so long as such person or entity serves in such capacity. Any party so designated as an additional or substitute General Partner shall become a party to this Agreement upon its execution of a counterpart signature page or joinder to this Agreement in any form approved by the Limited Partner, as evidenced by the Limited Partner’s written approval thereof, and any additional, substitute or replacement General Partner shall continue the activities of the Partnership without dissolution of the Partnership. Any removal, substitution or replacement of a General Partner by the Limited Partner shall be evidenced by the Limited Partner in writing, and following its removal, substitution or replacement, the prior General Partner shall have no rights or interests of any kind in respect of the Partnership. In connection with any addition, removal, substitution or replacement of any general partner(s) of the Partnership, the partners of the Partnership will cause all necessary filings to be made with the Secretary of State of the State of Delaware.

 

8.                  Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, at such time as (a) the partners of the Partnership unanimously approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, (c) there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act, or (d) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act; provided, however, the Partnership shall not be dissolved and required to be wound up upon an event of withdrawal of a general partner described in Section 8(b) if (i) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (ii) within 90 days after the occurrence of such event, a majority of the limited partners of the Partnership agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership.

 

9.                  Capital Contributions. The Limited Partner and General Partner have made capital contributions to the Partnership as set forth in the books and records of the Partnership.

 

2

 

 

10.              Additional Contributions. The partners of the Partnership shall make additional capital contributions to the Partnership only at such times and upon such terms and conditions as may be mutually agreed by all partners, each acting in its sole and absolute discretion.

 

11.              Allocations of Profit and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.

 

12.              Capital Accounts. A capital account shall be maintained for each partner of the Partnership in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

 

13.              Distributions. At any time determined by the General Partner, the General Partner may cause the Partnership to distribute any cash held by it to the partners of the Partnership that is not reasonably necessary for the operation of the Partnership. Such distributions shall be made to the partners in proportion to their then current positive capital account balances. Notwithstanding anything to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to any partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.

 

14.              Management of Partnership. Subject to Section 7, the General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint such officers of the Partnership as the General Partner may deem necessary or advisable to manage the day-to-day business affairs of the Partnership (the “Officers”). The Officers shall serve at the pleasure of the General Partner. To the extent delegated by the General Partner, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name and on behalf of the Partnership. No such delegation shall cause the General Partner to cease to be a partner of the Partnership. Such Officers shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of Delaware. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. Notwithstanding any other provision of this Agreement, the General Partner has the authority to bind the Partnership and is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner or other person or entity.

 

15.              Transfer or Pledge. A partner’s interest in the Partnership shall not be assigned, pledged, sold or otherwise transferred, in whole or in part, without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. No assignee of a partner’s interest in the Partnership shall be admitted into the Partnership as a substituted partner without: (a) the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion; and (b) such assignee executing a counterpart to this Agreement.

 

16.              Withdrawal. No partner of the Partnership may withdraw from the Partnership without the consent of the General Partner.

 

3

 

 

17. Additional Limited Partners.

 

(a)    Additional limited partners may be admitted to the Partnership only with the unanimous written consent of the existing partners of the Partnership.

 

(b)    After the admission of any additional limited partners pursuant to this Section 17, the Partnership shall continue as a limited partnership under the Act without dissolution.

 

(c)    The admission of additional limited partners to the Partnership pursuant to this Section 17 shall be accomplished by the execution of a counterpart signature page or joinder to this Agreement executed by such additional limited partner and if necessary the amendment of this Agreement and any other actions as may be required by the Act.

 

17.              Governing Law. This Agreement, and all rights and remedies in connection therewith, shall be governed by, and construed under, the laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law or choice of laws.

 

18.              Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the General Partner.

 

19.              Indemnification. The Partnership shall indemnify and hold harmless the partners to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which any partner may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Partnership. In addition, to the extent permitted by law, the General Partner may cause the Partnership to indemnify and hold harmless any officers of the Partnership from and against any and all Costs arising from any or all actions arising in connection with the business of the Partnership or by virtue of such person’s capacity as an agent of the Partnership. The rights of indemnification contained in this Section 19 shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which any indemnified party shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity. All rights to indemnification hereunder shall survive the dissolution of the Partnership and the death, retirement, incompetency, insolvency or bankruptcy of any partner.

 

20.              Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.

 

 

(Signature Page Follows)

 

4

 

 

IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have duly executed this Agreement as of the date first set forth above.

 

  GENERAL PARTNER
     
  IIP-GP LLC
     
  By: /s/ Brian Wolfe
  Name:   Brian Wolfe
  Title: Vice President, General Counsel and Secretary
     
  LIMITED PARTNER
     
  IIP OPERATING PARTNERSHIP, LP
     
  By: /s/ Brian Wolfe
  Name:   Brian Wolfe
  Title: Vice President, General Counsel and Secretary

 

S-1

 

Exhibit 10.5

 

LIMITED PARTNERSHIP AGREEMENT

OF

IIP-CA 2 LP

 

This LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this “Agreement”) of IIP-CA 2 LP, a Delaware limited partnership (the “Partnership”), is entered into as of March 11, 2019, by and between IIP-GP LLC, a Delaware limited liability company, as the initial general partner (in such capacity, the “General Partner”), and IIP Operating Partnership, LP, a Delaware limited partnership, as limited partner (the “Limited Partner”).

 

RECITALS

 

WHEREAS, the General Partner and the Limited Partner have formed a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.), as amended from time to time (the “Act”); and

 

WHEREAS, the General Partner and the Limited Partner desire to enter into this Agreement to provide for the Partnership’s management and to provide for certain other matters, all as permitted under the Act.

 

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                  Formation. Upon the filing of the Certificate of Limited Partnership in the Office of the Secretary of State of the State of Delaware as required by the Act, the Partnership was formed as a limited partnership under the Act for the purposes and upon the terms and conditions hereinafter set forth.

 

2.                  Name. The name of the limited partnership formed hereby is “IIP-CA 2 LP”.

 

3.                  Purpose. The purpose of the Partnership is to engage in any and all lawful businesses, purposes or activities and exercise any powers in which a limited partnership may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Registered Office. The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

5.                  Registered Agent. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

6.                  Partners. The names and the business, residence or mailing addresses of the General Partner and the Limited Partner are as follows:

 

1 

 

 

General Partner

 

IIP-GP LLC

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

Limited Partner

 

IIP Operating Partnership, LP

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

7.                  Addition, Substitution and Removal of General Partners. The party serving as General Partner shall serve in such capacity at the pleasure of the Limited Partner, and the Limited Partner in its sole and absolute discretion may at any time and from time to time designate one or more new or additional general partners of the Partnership, replace the General Partner with a substitute general partner of the Partnership, and/or otherwise remove any General Partner from the Partnership. Each person or entity designated by the Limited Partner to serve as a general partner of the Partnership shall be referred to as the “General Partner” hereunder for so long as such person or entity serves in such capacity. Any party so designated as an additional or substitute General Partner shall become a party to this Agreement upon its execution of a counterpart signature page or joinder to this Agreement in any form approved by the Limited Partner, as evidenced by the Limited Partner’s written approval thereof, and any additional, substitute or replacement General Partner shall continue the activities of the Partnership without dissolution of the Partnership. Any removal, substitution or replacement of a General Partner by the Limited Partner shall be evidenced by the Limited Partner in writing, and following its removal, substitution or replacement, the prior General Partner shall have no rights or interests of any kind in respect of the Partnership. In connection with any addition, removal, substitution or replacement of any general partner(s) of the Partnership, the partners of the Partnership will cause all necessary filings to be made with the Secretary of State of the State of Delaware.

 

8.                  Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, at such time as (a) the partners of the Partnership unanimously approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, (c) there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act, or (d) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act; provided, however, the Partnership shall not be dissolved and required to be wound up upon an event of withdrawal of a general partner described in Section 8(b) if (i) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (ii) within 90 days after the occurrence of such event, a majority of the limited partners of the Partnership agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership.

 

9.                  Capital Contributions. The Limited Partner and General Partner have made capital contributions to the Partnership as set forth in the books and records of the Partnership.

 

2 

 

 

10.              Additional Contributions. The partners of the Partnership shall make additional capital contributions to the Partnership only at such times and upon such terms and conditions as may be mutually agreed by all partners, each acting in its sole and absolute discretion.

 

11.              Allocations of Profit and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.

 

12.              Capital Accounts. A capital account shall be maintained for each partner of the Partnership in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

 

13.              Distributions. At any time determined by the General Partner, the General Partner may cause the Partnership to distribute any cash held by it to the partners of the Partnership that is not reasonably necessary for the operation of the Partnership. Such distributions shall be made to the partners in proportion to their then current positive capital account balances. Notwithstanding anything to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to any partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.

 

14.              Management of Partnership. Subject to Section 7, the General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint such officers of the Partnership as the General Partner may deem necessary or advisable to manage the day-to-day business affairs of the Partnership (the “Officers”). The Officers shall serve at the pleasure of the General Partner. To the extent delegated by the General Partner, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name and on behalf of the Partnership. No such delegation shall cause the General Partner to cease to be a partner of the Partnership. Such Officers shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of Delaware. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. Notwithstanding any other provision of this Agreement, the General Partner has the authority to bind the Partnership and is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner or other person or entity.

 

15.              Transfer or Pledge. A partner’s interest in the Partnership shall not be assigned, pledged, sold or otherwise transferred, in whole or in part, without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. No assignee of a partner’s interest in the Partnership shall be admitted into the Partnership as a substituted partner without: (a) the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion; and (b) such assignee executing a counterpart to this Agreement.

 

16.              Withdrawal. No partner of the Partnership may withdraw from the Partnership without the consent of the General Partner.

 

3 

 

 

17. Additional Limited Partners.

 

(a)      Additional limited partners may be admitted to the Partnership only with the unanimous written consent of the existing partners of the Partnership.

 

(b)      After the admission of any additional limited partners pursuant to this Section 17, the Partnership shall continue as a limited partnership under the Act without dissolution.

 

(c)      The admission of additional limited partners to the Partnership pursuant to this Section 17 shall be accomplished by the execution of a counterpart signature page or joinder to this Agreement executed by such additional limited partner and if necessary the amendment of this Agreement and any other actions as may be required by the Act.

 

17.              Governing Law. This Agreement, and all rights and remedies in connection therewith, shall be governed by, and construed under, the laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law or choice of laws.

 

18.              Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the General Partner.

 

19.              Indemnification. The Partnership shall indemnify and hold harmless the partners to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which any partner may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Partnership. In addition, to the extent permitted by law, the General Partner may cause the Partnership to indemnify and hold harmless any officers of the Partnership from and against any and all Costs arising from any or all actions arising in connection with the business of the Partnership or by virtue of such person’s capacity as an agent of the Partnership. The rights of indemnification contained in this Section 19 shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which any indemnified party shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity. All rights to indemnification hereunder shall survive the dissolution of the Partnership and the death, retirement, incompetency, insolvency or bankruptcy of any partner.

 

20.              Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.

 

 

(Signature Page Follows)

 

4 

 

 

IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have duly executed this Agreement as of the date first set forth above.

 

  GENERAL PARTNER
   
  IIP-GP LLC

 

  By: /s/ Brian Wolfe
  Name:   Brian Wolfe
  Title: Vice President, General Counsel and Secretary

 

  LIMITED PARTNER
   
  IIP OPERATING PARTNERSHIP, LP

 

  By: /s/ Brian Wolfe
  Name:   Brian Wolfe
  Title: Vice President, General Counsel and Secretary

 

S-1

 

 

Exhibit 10.6 

 

LIMITED PARTNERSHIP AGREEMENT

OF

IIP-CA 3 LP

 

This LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this “Agreement”) of IIP-CA 3 LP, a Delaware limited partnership (the “Partnership”), is entered into as of June 17, 2019, by and between IIP-GP LLC, a Delaware limited liability company, as the initial general partner (in such capacity, the “General Partner”), and IIP Operating Partnership, LP, a Delaware limited partnership, as limited partner (the “Limited Partner”).

 

RECITALS

 

WHEREAS, the General Partner and the Limited Partner have formed a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.), as amended from time to time (the “Act”); and

 

WHEREAS, the General Partner and the Limited Partner desire to enter into this Agreement to provide for the Partnership’s management and to provide for certain other matters, all as permitted under the Act.

 

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                  Formation. Upon the filing of the Certificate of Limited Partnership in the Office of the Secretary of State of the State of Delaware as required by the Act, the Partnership was formed as a limited partnership under the Act for the purposes and upon the terms and conditions hereinafter set forth.

 

2.                  Name. The name of the limited partnership formed hereby is “IIP-CA 3 LP”.

 

3.                  Purpose. The purpose of the Partnership is to engage in any and all lawful businesses, purposes or activities and exercise any powers in which a limited partnership may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Registered Office. The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

5.                  Registered Agent. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

6.                  Partners. The names and the business, residence or mailing addresses of the General Partner and the Limited Partner are as follows:

 

1

 

 

General Partner

 

IIP-GP LLC

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

Limited Partner

 

IIP Operating Partnership, LP

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

7.                  Addition, Substitution and Removal of General Partners. The party serving as General Partner shall serve in such capacity at the pleasure of the Limited Partner, and the Limited Partner in its sole and absolute discretion may at any time and from time to time designate one or more new or additional general partners of the Partnership, replace the General Partner with a substitute general partner of the Partnership, and/or otherwise remove any General Partner from the Partnership. Each person or entity designated by the Limited Partner to serve as a general partner of the Partnership shall be referred to as the “General Partner” hereunder for so long as such person or entity serves in such capacity. Any party so designated as an additional or substitute General Partner shall become a party to this Agreement upon its execution of a counterpart signature page or joinder to this Agreement in any form approved by the Limited Partner, as evidenced by the Limited Partner’s written approval thereof, and any additional, substitute or replacement General Partner shall continue the activities of the Partnership without dissolution of the Partnership. Any removal, substitution or replacement of a General Partner by the Limited Partner shall be evidenced by the Limited Partner in writing, and following its removal, substitution or replacement, the prior General Partner shall have no rights or interests of any kind in respect of the Partnership. In connection with any addition, removal, substitution or replacement of any general partner(s) of the Partnership, the partners of the Partnership will cause all necessary filings to be made with the Secretary of State of the State of Delaware.

 

8.                  Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, at such time as (a) the partners of the Partnership unanimously approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, (c) there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act, or (d) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act; provided, however, the Partnership shall not be dissolved and required to be wound up upon an event of withdrawal of a general partner described in Section 8(b) if (i) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (ii) within 90 days after the occurrence of such event, a majority of the limited partners of the Partnership agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership.

 

9.                  Capital Contributions. The Limited Partner and General Partner have made capital contributions to the Partnership as set forth in the books and records of the Partnership.

 

2

 

 

10.              Additional Contributions. The partners of the Partnership shall make additional capital contributions to the Partnership only at such times and upon such terms and conditions as may be mutually agreed by all partners, each acting in its sole and absolute discretion.

 

11.              Allocations of Profit and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.

 

12.              Capital Accounts. A capital account shall be maintained for each partner of the Partnership in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

 

13.              Distributions. At any time determined by the General Partner, the General Partner may cause the Partnership to distribute any cash held by it to the partners of the Partnership that is not reasonably necessary for the operation of the Partnership. Such distributions shall be made to the partners in proportion to their then current positive capital account balances. Notwithstanding anything to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to any partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.

 

14.              Management of Partnership. Subject to Section 7, the General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint such officers of the Partnership as the General Partner may deem necessary or advisable to manage the day-to-day business affairs of the Partnership (the “Officers”). The Officers shall serve at the pleasure of the General Partner. To the extent delegated by the General Partner, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name and on behalf of the Partnership. No such delegation shall cause the General Partner to cease to be a partner of the Partnership. Such Officers shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of Delaware. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. Notwithstanding any other provision of this Agreement, the General Partner has the authority to bind the Partnership and is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner or other person or entity.

 

15.              Transfer or Pledge. A partner’s interest in the Partnership shall not be assigned, pledged, sold or otherwise transferred, in whole or in part, without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. No assignee of a partner’s interest in the Partnership shall be admitted into the Partnership as a substituted partner without: (a) the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion; and (b) such assignee executing a counterpart to this Agreement.

 

16.              Withdrawal. No partner of the Partnership may withdraw from the Partnership without the consent of the General Partner.

 

3

 

 

17. Additional Limited Partners.

 

(a)          Additional limited partners may be admitted to the Partnership only with the unanimous written consent of the existing partners of the Partnership.

 

(b)          After the admission of any additional limited partners pursuant to this Section 17, the Partnership shall continue as a limited partnership under the Act without dissolution.

 

(c)          The admission of additional limited partners to the Partnership pursuant to this Section 17 shall be accomplished by the execution of a counterpart signature page or joinder to this Agreement executed by such additional limited partner and if necessary the amendment of this Agreement and any other actions as may be required by the Act.

 

17.              Governing Law. This Agreement, and all rights and remedies in connection therewith, shall be governed by, and construed under, the laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law or choice of laws.

 

18.              Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the General Partner.

 

19.              Indemnification. The Partnership shall indemnify and hold harmless the partners to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which any partner may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Partnership. In addition, to the extent permitted by law, the General Partner may cause the Partnership to indemnify and hold harmless any officers of the Partnership from and against any and all Costs arising from any or all actions arising in connection with the business of the Partnership or by virtue of such person’s capacity as an agent of the Partnership. The rights of indemnification contained in this Section 19 shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which any indemnified party shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity. All rights to indemnification hereunder shall survive the dissolution of the Partnership and the death, retirement, incompetency, insolvency or bankruptcy of any partner.

 

20.              Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.

 

(Signature Page Follows)

 

4

 

 

IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have duly executed this Agreement as of the date first set forth above.

 

  GENERAL PARTNER
   
  IIP-GP LLC 
   
    By: /s/ Brian Wolfe
    Name:  Brian Wolfe
    Title: Vice President, General Counsel and Secretary
   
  LIMITED PARTNER
   
  IIP OPERATING PARTNERSHIP, LP
   
    By: /s/ Brian Wolfe
    Name:  Brian Wolfe
    Title: Vice President, General Counsel and Secretary

 

S-1

 

 

Exhibit 10.7

 

LIMITED PARTNERSHIP AGREEMENT

OF

IIP-CA 4 LP

 

This LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this “Agreement”) of IIP-CA 4 LP, a Delaware limited partnership (the “Partnership”), is entered into as of June 17, 2019, by and between IIP-GP LLC, a Delaware limited liability company, as the initial general partner (in such capacity, the “General Partner”), and IIP Operating Partnership, LP, a Delaware limited partnership, as limited partner (the “Limited Partner”).

 

RECITALS

 

WHEREAS, the General Partner and the Limited Partner have formed a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.), as amended from time to time (the “Act”); and

 

WHEREAS, the General Partner and the Limited Partner desire to enter into this Agreement to provide for the Partnership’s management and to provide for certain other matters, all as permitted under the Act.

 

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                  Formation. Upon the filing of the Certificate of Limited Partnership in the Office of the Secretary of State of the State of Delaware as required by the Act, the Partnership was formed as a limited partnership under the Act for the purposes and upon the terms and conditions hereinafter set forth.

 

2.                  Name. The name of the limited partnership formed hereby is “IIP-CA 4 LP”.

 

3.                  Purpose. The purpose of the Partnership is to engage in any and all lawful businesses, purposes or activities and exercise any powers in which a limited partnership may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Registered Office. The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

5.                  Registered Agent. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

6.                  Partners. The names and the business, residence or mailing addresses of the General Partner and the Limited Partner are as follows:

 

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General Partner

 

IIP-GP LLC

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

Limited Partner

 

IIP Operating Partnership, LP

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

7.                  Addition, Substitution and Removal of General Partners. The party serving as General Partner shall serve in such capacity at the pleasure of the Limited Partner, and the Limited Partner in its sole and absolute discretion may at any time and from time to time designate one or more new or additional general partners of the Partnership, replace the General Partner with a substitute general partner of the Partnership, and/or otherwise remove any General Partner from the Partnership. Each person or entity designated by the Limited Partner to serve as a general partner of the Partnership shall be referred to as the “General Partner” hereunder for so long as such person or entity serves in such capacity. Any party so designated as an additional or substitute General Partner shall become a party to this Agreement upon its execution of a counterpart signature page or joinder to this Agreement in any form approved by the Limited Partner, as evidenced by the Limited Partner’s written approval thereof, and any additional, substitute or replacement General Partner shall continue the activities of the Partnership without dissolution of the Partnership. Any removal, substitution or replacement of a General Partner by the Limited Partner shall be evidenced by the Limited Partner in writing, and following its removal, substitution or replacement, the prior General Partner shall have no rights or interests of any kind in respect of the Partnership. In connection with any addition, removal, substitution or replacement of any general partner(s) of the Partnership, the partners of the Partnership will cause all necessary filings to be made with the Secretary of State of the State of Delaware.

 

8.                  Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, at such time as (a) the partners of the Partnership unanimously approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, (c) there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act, or (d) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act; provided, however, the Partnership shall not be dissolved and required to be wound up upon an event of withdrawal of a general partner described in Section 8(b) if (i) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (ii) within 90 days after the occurrence of such event, a majority of the limited partners of the Partnership agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership.

 

9.                  Capital Contributions. The Limited Partner and General Partner have made capital contributions to the Partnership as set forth in the books and records of the Partnership.

 

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10.              Additional Contributions. The partners of the Partnership shall make additional capital contributions to the Partnership only at such times and upon such terms and conditions as may be mutually agreed by all partners, each acting in its sole and absolute discretion.

 

11.              Allocations of Profit and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.

 

12.              Capital Accounts. A capital account shall be maintained for each partner of the Partnership in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

 

13.              Distributions. At any time determined by the General Partner, the General Partner may cause the Partnership to distribute any cash held by it to the partners of the Partnership that is not reasonably necessary for the operation of the Partnership. Such distributions shall be made to the partners in proportion to their then current positive capital account balances. Notwithstanding anything to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to any partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.

 

14.              Management of Partnership. Subject to Section 7, the General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint such officers of the Partnership as the General Partner may deem necessary or advisable to manage the day-to-day business affairs of the Partnership (the “Officers”). The Officers shall serve at the pleasure of the General Partner. To the extent delegated by the General Partner, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name and on behalf of the Partnership. No such delegation shall cause the General Partner to cease to be a partner of the Partnership. Such Officers shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of Delaware. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. Notwithstanding any other provision of this Agreement, the General Partner has the authority to bind the Partnership and is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner or other person or entity.

 

15.              Transfer or Pledge. A partner’s interest in the Partnership shall not be assigned, pledged, sold or otherwise transferred, in whole or in part, without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. No assignee of a partner’s interest in the Partnership shall be admitted into the Partnership as a substituted partner without: (a) the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion; and (b) such assignee executing a counterpart to this Agreement.

 

16.              Withdrawal. No partner of the Partnership may withdraw from the Partnership without the consent of the General Partner.

 

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17. Additional Limited Partners.

 

(a)     Additional limited partners may be admitted to the Partnership only with the unanimous written consent of the existing partners of the Partnership.

 

(b)     After the admission of any additional limited partners pursuant to this Section 17, the Partnership shall continue as a limited partnership under the Act without dissolution.

 

(c)     The admission of additional limited partners to the Partnership pursuant to this Section 17 shall be accomplished by the execution of a counterpart signature page or joinder to this Agreement executed by such additional limited partner and if necessary the amendment of this Agreement and any other actions as may be required by the Act.

 

17.              Governing Law. This Agreement, and all rights and remedies in connection therewith, shall be governed by, and construed under, the laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law or choice of laws.

 

18.              Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the General Partner.

 

19.              Indemnification. The Partnership shall indemnify and hold harmless the partners to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which any partner may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Partnership. In addition, to the extent permitted by law, the General Partner may cause the Partnership to indemnify and hold harmless any officers of the Partnership from and against any and all Costs arising from any or all actions arising in connection with the business of the Partnership or by virtue of such person’s capacity as an agent of the Partnership. The rights of indemnification contained in this Section 19 shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which any indemnified party shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity. All rights to indemnification hereunder shall survive the dissolution of the Partnership and the death, retirement, incompetency, insolvency or bankruptcy of any partner.

 

20.              Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.

  

(Signature Page Follows)

 

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IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have duly executed this Agreement as of the date first set forth above.

 

  GENERAL PARTNER
     
  IIP-GP LLC
     
  By: /s/ Brian Wolfe
  Name:   Brian Wolfe
  Title: Vice President, General Counsel and Secretary
     
  LIMITED PARTNER
     
  IIP OPERATING PARTNERSHIP, LP
     
  By: /s/ Brian Wolfe
  Name:   Brian Wolfe
  Title: Vice President, General Counsel and Secretary

 

S-1

 

 

Exhibit 10.8

 

LIMITED PARTNERSHIP AGREEMENT

OF

IIP-CA 5 LP

 

This LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this “Agreement”) of IIP-CA 5 LP, a Delaware limited partnership (the “Partnership”), is entered into as of July 30, 2019, by and between IIP-GP LLC, a Delaware limited liability company, as the initial general partner (in such capacity, the “General Partner”), and IIP Operating Partnership, LP, a Delaware limited partnership, as limited partner (the “Limited Partner”).

 

RECITALS

 

WHEREAS, the General Partner and the Limited Partner have formed a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.), as amended from time to time (the “Act”); and

 

WHEREAS, the General Partner and the Limited Partner desire to enter into this Agreement to provide for the Partnership’s management and to provide for certain other matters, all as permitted under the Act.

 

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                  Formation. Upon the filing of the Certificate of Limited Partnership in the Office of the Secretary of State of the State of Delaware as required by the Act, the Partnership was formed as a limited partnership under the Act for the purposes and upon the terms and conditions hereinafter set forth.

 

2.                  Name. The name of the limited partnership formed hereby is “IIP-CA 5 LP”.

 

3.                  Purpose. The purpose of the Partnership is to engage in any and all lawful businesses, purposes or activities and exercise any powers in which a limited partnership may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Registered Office. The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

5.                  Registered Agent. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

6.                  Partners. The names and the business, residence or mailing addresses of the General Partner and the Limited Partner are as follows:

 

1

 

 

General Partner

 

IIP-GP LLC

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

Limited Partner

 

IIP Operating Partnership, LP

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

7.                  Addition, Substitution and Removal of General Partners. The party serving as General Partner shall serve in such capacity at the pleasure of the Limited Partner, and the Limited Partner in its sole and absolute discretion may at any time and from time to time designate one or more new or additional general partners of the Partnership, replace the General Partner with a substitute general partner of the Partnership, and/or otherwise remove any General Partner from the Partnership. Each person or entity designated by the Limited Partner to serve as a general partner of the Partnership shall be referred to as the “General Partner” hereunder for so long as such person or entity serves in such capacity. Any party so designated as an additional or substitute General Partner shall become a party to this Agreement upon its execution of a counterpart signature page or joinder to this Agreement in any form approved by the Limited Partner, as evidenced by the Limited Partner’s written approval thereof, and any additional, substitute or replacement General Partner shall continue the activities of the Partnership without dissolution of the Partnership. Any removal, substitution or replacement of a General Partner by the Limited Partner shall be evidenced by the Limited Partner in writing, and following its removal, substitution or replacement, the prior General Partner shall have no rights or interests of any kind in respect of the Partnership. In connection with any addition, removal, substitution or replacement of any general partner(s) of the Partnership, the partners of the Partnership will cause all necessary filings to be made with the Secretary of State of the State of Delaware.

 

8.                  Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, at such time as (a) the partners of the Partnership unanimously approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act, (c) there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act, or (d) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act; provided, however, the Partnership shall not be dissolved and required to be wound up upon an event of withdrawal of a general partner described in Section 8(b) if (i) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (ii) within 90 days after the occurrence of such event, a majority of the limited partners of the Partnership agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership.

 

9.                  Capital Contributions. The Limited Partner and General Partner have made capital contributions to the Partnership as set forth in the books and records of the Partnership.

 

2

 

 

10.              Additional Contributions. The partners of the Partnership shall make additional capital contributions to the Partnership only at such times and upon such terms and conditions as may be mutually agreed by all partners, each acting in its sole and absolute discretion.

 

11.              Allocations of Profit and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.

 

12.              Capital Accounts. A capital account shall be maintained for each partner of the Partnership in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

 

13.              Distributions. At any time determined by the General Partner, the General Partner may cause the Partnership to distribute any cash held by it to the partners of the Partnership that is not reasonably necessary for the operation of the Partnership. Such distributions shall be made to the partners in proportion to their then current positive capital account balances. Notwithstanding anything to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to any partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.

 

14.              Management of Partnership. Subject to Section 7, the General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint such officers of the Partnership as the General Partner may deem necessary or advisable to manage the day-to-day business affairs of the Partnership (the “Officers”). The Officers shall serve at the pleasure of the General Partner. To the extent delegated by the General Partner, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name and on behalf of the Partnership. No such delegation shall cause the General Partner to cease to be a partner of the Partnership. Such Officers shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of Delaware. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. Notwithstanding any other provision of this Agreement, the General Partner has the authority to bind the Partnership and is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner or other person or entity.

 

15.              Transfer or Pledge. A partner’s interest in the Partnership shall not be assigned, pledged, sold or otherwise transferred, in whole or in part, without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. No assignee of a partner’s interest in the Partnership shall be admitted into the Partnership as a substituted partner without: (a) the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion; and (b) such assignee executing a counterpart to this Agreement.

 

16.              Withdrawal. No partner of the Partnership may withdraw from the Partnership without the consent of the General Partner.

 

3

 

 

17. Additional Limited Partners.

 

(a)         Additional limited partners may be admitted to the Partnership only with the unanimous written consent of the existing partners of the Partnership.

 

(b)         After the admission of any additional limited partners pursuant to this Section 17, the Partnership shall continue as a limited partnership under the Act without dissolution.

 

(c)         The admission of additional limited partners to the Partnership pursuant to this Section 17 shall be accomplished by the execution of a counterpart signature page or joinder to this Agreement executed by such additional limited partner and if necessary the amendment of this Agreement and any other actions as may be required by the Act.

 

17.              Governing Law. This Agreement, and all rights and remedies in connection therewith, shall be governed by, and construed under, the laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law or choice of laws.

 

18.              Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the General Partner.

 

19.              Indemnification. The Partnership shall indemnify and hold harmless the partners to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which any partner may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Partnership. In addition, to the extent permitted by law, the General Partner may cause the Partnership to indemnify and hold harmless any officers of the Partnership from and against any and all Costs arising from any or all actions arising in connection with the business of the Partnership or by virtue of such person’s capacity as an agent of the Partnership. The rights of indemnification contained in this Section 19 shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which any indemnified party shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity. All rights to indemnification hereunder shall survive the dissolution of the Partnership and the death, retirement, incompetency, insolvency or bankruptcy of any partner.

 

20.              Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.

 

(Signature Page Follows)

 

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IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have duly executed this Agreement as of the date first set forth above.

 

  GENERAL PARTNER
   
  IIP-GP LLC 
   
    By: /s/ Brian Wolfe
    Name:   Brian Wolfe
    Title: Vice President, General Counsel and Secretary
   
  LIMITED PARTNER
   
  IIP OPERATING PARTNERSHIP, LP
   
    By: /s/ Brian Wolfe
    Name:   Brian Wolfe
    Title: Vice President, General Counsel and Secretary

 

S-1

 

Exhibit 10.9

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-CO 1 LLC

 

a Delaware limited liability company

 

Effective as of October 19, 2018

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-CO 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-CO 1 LLC (the “Company”) is effective as of the 19th day of October, 2018.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-CO 1 LLC,

a Delaware limited liability company

 

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

 

4

 

Exhibit 10.10

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-CO 2 LLC

 

a Delaware limited liability company

 

Effective as of December 11, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-CO 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-CO 2 LLC (the “Company”) is effective as of the 11th day of December, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-CO 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-CO 2 LLC,

a Delaware limited liability company

 

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

 

4

 

 

Exhibit 10.11

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-FL 1 LLC

 

a Delaware limited liability company

 

Effective as of September 24, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

 

of

 

IIP-FL 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-FL 1 LLC (the “Company”) is effective as of the 24th day of September, 2019.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY  
     
IIP-FL 1 LLC,  
a Delaware limited liability company  

 

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

 

4

 

 

Exhibit 10.12

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-FL 2 LLC

 

a Delaware limited liability company

 

Effective as of February 19, 2020

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-FL 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-FL 2 LLC (the “Company”) is effective as of the 19th day of February, 2020.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-FL 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

3 

 

 

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

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  
   
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
       
    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title:   Vice President  
   
COMPANY  
   
IIP-FL 2 LLC,  
a Delaware limited liability company  
   
By: IIP Operating Partnership, LP,  
  its sole Member  
   
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title: Vice President  

 

4 

 

 

Exhibit 10.13 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-FL 3 LLC

 

a Delaware limited liability company

 

Effective as of December 21, 2020

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-FL 3 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-FL 3 LLC (the “Company”) is effective as of the 21st day of December, 2020.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-FL 3 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
   

IIP Operating Partnership, LP

a Delaware limited partnership

 
   
By:  Innovative Industrial Properties, Inc.,
its sole general partner 		 

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

COMPANY  
   

IIP-FL 3 LLC,

a Delaware limited liability company

 
   
By:  IIP Operating Partnership, LP, its sole Member  

 

    By:  Innovative Industrial Properties, Inc.,
its sole general partner 		 

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

4

 

 

 

Exhibit 10.14

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-GP LLC

 

a Delaware limited liability company

 

Effective as of March 8, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-GP LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-GP LLC (the “Company”) is effective as of the 8th day of March, 2019.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  

 

  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

COMPANY  
   
IIP-GP LLC,  
a Delaware limited liability company  

 

By: IIP Operating Partnership, LP,  
  its sole Member  

 

  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  

 

    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title: Vice President  

 

4

 

 

Exhibit 10.15 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-IL 1 LLC

 

a Delaware limited liability company

 

Effective as of December 13, 2018

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-IL 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-IL 1 LLC (the “Company”) is effective as of the 13th day of December, 2018.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY

 

IIP-IL 1 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,  
  its sole Member  

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

4

 

 

Exhibit 10.16 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-IL 2 LLC

 

a Delaware limited liability company

 

Effective as of September 25, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-IL 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-IL 2 LLC (the “Company”) is effective as of the 25th day of September, 2019.

 

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

 

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

 

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

 

4.            Name. The name of the Company shall be “IIP-IL 2 LLC.”

 

5.            Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-IL 2 LLC,

a Delaware limited liability company

 

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

 

4 

 

 

 

Exhibit 10.17 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-IL 3 LLC

 

a Delaware limited liability company

 

Effective as of September 25, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-IL 3 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-IL 3 LLC (the “Company”) is effective as of the 25th day of September, 2019.

 

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

 

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

 

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

 

4.             Name. The name of the Company shall be “IIP-IL 3 LLC.”

 

5.             Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-IL 3 LLC,

a Delaware limited liability company

 

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

 

4 

 

 

 Exhibit 10.18

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-IL 4 LLC

 

a Delaware limited liability company

 

Effective as of October 7, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-IL 4 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-IL 4 LLC (the “Company”) is effective as of the 7th day of October, 2019.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

 

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

 

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

 

COMPANY

 

IIP-IL 4 LLC,

a Delaware limited liability company

 

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

 

4 

 

 

 Exhibit 10.19

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-IL 5 LLC

 

a Delaware limited liability company

 

Effective as of February 3, 2020

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-IL 5 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-IL 5 LLC (the “Company”) is effective as of the 3rd day of February, 2020.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-IL 5 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1 

 

 

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

 

Name Title
   

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-IL 5 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

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

 

4 

 

 

Exhibit 10.20

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-IL 6 LLC

 

a Delaware limited liability company

 

Effective as of March 22, 2021

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-IL 6 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-IL 6 LLC (the “Company”) is effective as of the 22nd day of March, 2021.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-IL 6 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER                                                   
   
IIP Operating Partnership, LP  
a Delaware limited partnership  
   
By: Innovative Industrial Properties, Inc.,  
  its sole general partner  
         
  By: /s/ Brian Wolfe  
  Name:   Brian Wolfe  
  Title: Vice President  
       
COMPANY    
         
IIP-IL 6 LLC,  
a Delaware limited liability company  
         
By: IIP Operating Partnership, LP,  
  its sole Member  
       
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
         
    By: /s/ Brian Wolfe  
    Name:   Brian Wolfe  
    Title: Vice President  

 

4

 

 

Exhibit 10.21 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MA 1 LLC

 

a Delaware limited liability company

 

Effective as of January 3, 2018

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MA 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MA 1 LLC (the “Company”) is effective as of the 3rd day of January, 2018.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  
   
By: Innovative Industrial Properties, Inc.,  
   its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY  
   
IIP-MA 1 LLC,  
a Delaware limited liability company  
   
By: IIP Operating Partnership, LP,  
   its sole Member  
   
By: Innovative Industrial Properties, Inc.,  
       its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

4

 

 

Exhibit 10.22 

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-MA 2 LLC

 

a Delaware limited liability company

 

Effective as of June 20, 2018

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MA 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MA 2 LLC (the “Company”) is effective as of the 20th day of June, 2018.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MA 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-MA 2 LLC,

a Delaware limited liability company

 

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

 

4 

 

 

Exhibit 10.23

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-MA 3 LLC

 

a Delaware limited liability company

 

Effective as of June 17, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MA 3 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MA 3 LLC (the “Company”) is effective as of the 17th day of June, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MA 3 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  
   
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title:   Vice President  
   
COMPANY  
   
IIP-MA 3 LLC,  
a Delaware limited liability company  
   
By: IIP Operating Partnership, LP,  
  its sole Member  
   
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title: Vice President  

 

4

 

Exhibit 10.24

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-MA 4 LLC

 

a Delaware limited liability company

 

Effective as of December 11, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MA 4 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MA 4 LLC (the “Company”) is effective as of the 11th day of December, 2019.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-MA 4 LLC,

a Delaware limited liability company

 

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

 

4

 

Exhibit 10.25

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MA 5 LLC

 

a Delaware limited liability company

 

Effective as of April 17, 2020

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MA 5 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MA 5 LLC (the “Company”) is effective as of the 17th day of April, 2020.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MA 5 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-MA 5 LLC,

a Delaware limited liability company

 

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

 

4

 

 

Exhibit 10.26 

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-MA 6 LLC

 

a Delaware limited liability company

 

Effective as of November 5, 2020

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-MA 6 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MA 6 LLC (the “Company”) is effective as of the 5th day of November, 2020.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MA 6 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
     
IIP Operating Partnership, LP  
a Delaware limited partnership  
     
  By: Innovative Industrial Properties, Inc.,
its sole general partner 		 
       
    By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  
     
COMPANY  
     
IIP-MA 6 LLC,  
a Delaware limited liability company  
     
By: IIP Operating Partnership, LP,
its sole Member 		 

 

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

 

4

 

 

Exhibit 10.27 

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-MA 7 LLC

 

a Delaware limited liability company

 

Effective as of May 3, 2021

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MA 7 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MA 7 LLC (the “Company”) is effective as of the 3rd day of May, 2021.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MA 7 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,
  its sole general partner

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

COMPANY

 

IIP-MA 7 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

  By: Innovative Industrial Properties, Inc.,
    its sole general partner

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

4

 

 

Exhibit 10.28 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MD 1 LLC

 

a Delaware limited liability company

 

Effective as of May 9, 2017

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MD 1 LLC

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-MD 1 LLC,

a Delaware limited liability company

 

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

 

4

 

 

Exhibit 10.29

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-MI 1 LLC

 

a Delaware limited liability company

 

Effective as of June 27, 2018

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MI 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MI 1 LLC (the “Company”) is effective as of the 27th day of June, 2018.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

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

 

COMPANY  
   
IIP-MI 1 LLC,  
a Delaware limited liability company  
   
  By: IIP Operating Partnership, LP,  
     its sole Member  
   
  By: Innovative Industrial Properties, Inc.,  
     its sole general partner  
   
    By: /s/ Brian Wolfe  
    Name:   Brian Wolfe  
    Title: Vice President  

 

4

 

 

Exhibit 10.30 

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-MI 2 LLC

 

a Delaware limited liability company

 

Effective as of April 25, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MI 2 LLC (the “Company”) is effective as of the 25th day of April, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MI 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  

   

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

 

COMPANY  

 

IIP-MI 2 LLC,  
a Delaware limited liability company  
   
By:   IIP Operating Partnership, LP,  
  its sole Member    
   
  By:   Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By: /s/ Brian Wolfe  
    Name:   Brian Wolfe  
    Title: Vice President  

 

4

 

 

Exhibit 10.31

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 3 LLC

 

a Delaware limited liability company

 

Effective as of June 4, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 3 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MI 3 LLC (the “Company”) is effective as of the 4th day of June, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MI 3 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER    
     
IIP Operating Partnership, LP    
a Delaware limited partnership    
     
  By: Innovative Industrial Properties, Inc.,    
    its sole general partner    
     
    By: /s/ Brian Wolfe    
    Name: Brian Wolfe    
    Title: Vice President    
     
COMPANY    
     
IIP-MI 3 LLC,    
a Delaware limited liability company    
     
By:   IIP Operating Partnership, LP,    
  its sole Member    
     
  By: Innovative Industrial Properties, Inc.,    
    its sole general partner    
     
    By: /s/ Brian Wolfe    
    Name:   Brian Wolfe    
    Title: Vice President    

 

4

 

 

 

Exhibit 10.32

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 4 LLC

 

a Delaware limited liability company

 

Effective as of September 13, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 4 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MI 4 LLC (the “Company”) is effective as of the 13th day of September, 2019.

 

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

 

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

 

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

 

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

 

5.             Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

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

 

COMPANY

 

IIP-MI 4 LLC,  
a Delaware limited liability company  
   
By:   IIP Operating Partnership, LP,  
  its sole Member  
   
  By:   Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By:   /s/ Brian Wolfe  
    Name:   Brian Wolfe  
    Title:   Vice President  

 

4 

 

 

Exhibit 10.33

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 5 LLC

 

a Delaware limited liability company

 

Effective as of October 17, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 5 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MI 5 LLC (the “Company”) is effective as of the 17th day of October, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MI 5 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  

 

  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  

  

  By:   /s/ Brian Wolfe  
  Name:   Brian Wolfe  
  Title:   Vice President  

 

COMPANY
 
IIP-MI 5 LLC,
a Delaware limited liability company

 

  By:   IIP Operating Partnership, LP,  
    its sole Member  

 

  By:   Innovative Industrial Properties, Inc.,  
    its sole general partner  

 

  By:   /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

4

 

Exhibit 10.34 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 6 LLC

 

a Delaware limited liability company

 

Effective as of November 26, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 6 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MI 6 LLC (the “Company”) is effective as of the 26th day of November, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MI 6 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  
   
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By: /s/ Brian Wolfe  
    Name:   Brian Wolfe  
    Title:   Vice President  
   
COMPANY  
   
IIP-MI 6 LLC,  
a Delaware limited liability company  
   
By: IIP Operating Partnership, LP,  
  its sole Member  
   
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By: /s/ Brian Wolfe  
    Name:   Brian Wolfe  
    Title:   Vice President  

 

4

 

 

 Exhibit 10.35

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 7 LLC

 

a Delaware limited liability company

 

Effective as of July 17, 2020

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 7 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MI 7 LLC (the “Company”) is effective as of the 17th day of July, 2020.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MI 7 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1 

 

 

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

 

Name Title

Alan Gold Executive Chairman

 

Paul Smithers President and Chief Executive Officer

 

Catherine Hastings Chief Financial Officer, Chief Accounting Officer and Treasurer

 

Brian Wolfe Vice President, General Counsel and Secretary

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-MI 7 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

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

 

4 

 

 

 

Exhibit 10.36 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MI 8 LLC

a Delaware limited liability company

 

Effective as of May 3, 2021

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-MI 8 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-MI 8 LLC (the “Company”) is effective as of the 3rd day of May, 2021.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-MI 8 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1 

 

 

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

 

Name Title

Alan Gold Executive Chairman
   
Paul Smithers President and Chief Executive Officer
   
Catherine Hastings Chief Financial Officer and Treasurer
   
Brian Wolfe Vice President, General Counsel and Secretary

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

 

COMPANY

 

IIP-MI 8 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

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

 

4 

 

 

Exhibit 10.37 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MN 1 LLC

 

a Delaware limited liability company

 

Effective as of October 9, 2017

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-MN 1 LLC

 

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

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY

 

IIP-MN 1 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,  
  its sole Member  

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

4

 

 

Exhibit 10.38

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-ND 1 LLC

 

a Delaware limited liability company

 

Effective as of December 2, 2019

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-ND 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-ND 1 LLC (the “Company”) is effective as of the 2nd day of December, 2019.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY

 

IIP-ND 1 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,  
  its sole Member  

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

4

 

 

Exhibit 10.39

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-NJ 1 LLC

 

a Delaware limited liability company

 

Effective as of June 9, 2020

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-NJ 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-NJ 1 LLC (the “Company”) is effective as of the 9th day of June, 2020.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
         
    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title: Vice President  
         
COMPANY    
         
IIP-NJ 1 LLC,    
a Delaware limited liability company  
         
By: IIP Operating Partnership, LP,  
  its sole Member  
         
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
         
:   By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title: Vice President  

 

4

 

 

Exhibit 10.40 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-NJ 2 LLC

 

a Delaware limited liability company

 

Effective as of June 9, 2020

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-NJ 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-NJ 2 LLC (the “Company”) is effective as of the 9th day of June, 2020.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-NJ 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  
   
By: Innovative Industrial Properties, Inc.,  
   its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY  
   
IIP-NJ 2 LLC,  
a Delaware limited liability company  
   
By: IIP Operating Partnership, LP,  
   its sole Member  
   
By: Innovative Industrial Properties, Inc.,  
       its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

4

 

 

Exhibit 10.41 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-NV 1 LLC

 

a Delaware limited liability company

 

Effective as of June 7, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-NV 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-NV 1 LLC (the “Company”) is effective as of the 7th day of June, 2019.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,
  its sole general partner

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

COMPANY

 

IIP-NV 1 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

  By: Innovative Industrial Properties, Inc.,
    its sole general partner

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

4

 

 

Exhibit 10.42

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-NY 1 LLC

 

a Delaware limited liability company

 

Effective as of November 9, 2016

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-NY 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-NY 1 LLC (the “Company”) is effective as of the 9th day of November, 2016.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

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

 

COMPANY

 

IIP-NY 1 LLC,  
a Delaware limited liability company  
   
  By:   IIP Operating Partnership, LP,  
    its sole Member  
   
    By:   Innovative Industrial Properties, Inc.,  
      its sole general partner  
   
      By:   /s/ Brian Wolfe  
      Name:   Brian Wolfe  
      Title:   Vice President  

 

4 

 

 

Exhibit 10.43 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-NY 2 LLC

 

a Delaware limited liability company

 

Effective as of September 27, 2017

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-NY 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-NY 2 LLC (the “Company”) is effective as of the 27th day of September, 2017.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-NY 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-NY 2 LLC,

a Delaware limited liability company

 

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

 

4 

 

Exhibit 10.44 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-OH 1 LLC

 

a Delaware limited liability company

 

Effective as of February 6, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-OH 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-OH 1 LLC (the “Company”) is effective as of the 6th day of February, 2019.

 

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

 

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

 

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

 

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

 

5.             Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

COMPANY

 

IIP-OH 1 LLC,

a Delaware limited liability company

 

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

 

4 

 

 

 

Exhibit 10.45 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-OH 2 LLC

 

a Delaware limited liability company

 

Effective as of February 25, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-OH 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-OH 2 LLC (the “Company”) is effective as of the 25th day of February, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-OH 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

 

COMPANY

 

IIP-OH 2 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

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

 

4 

 

 

 Exhibit 10.46

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-OH 3 LLC

 

a Delaware limited liability company

 

Effective as of November 26, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-OH 3 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-OH 3 LLC (the “Company”) is effective as of the 26th day of November, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-OH 3 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2 

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3 

 

 

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

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

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

 

 

COMPANY

 

IIP-OH 3 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

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

 

4 

 

 

Exhibit 10.47 

 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 

IIP-OH 4 LLC

 

a Delaware limited liability company

 

Effective as of December 20, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-OH 4 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-OH 4 LLC (the “Company”) is effective as of the 20th day of December, 2019.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  
   
By: Innovative Industrial Properties, Inc.,  
   its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY  
   
IIP-OH 4 LLC,  
a Delaware limited liability company  
   
By: IIP Operating Partnership, LP,  
   its sole Member  
   
By: Innovative Industrial Properties, Inc.,  
       its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

4

 

 

Exhibit 10.48

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-PA 1 LLC

 

a Delaware limited liability company

 

Effective as of January 31, 2018

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-PA 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-PA 1 LLC (the “Company”) is effective as of the 22nd day of November, 2017.

 

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

 

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

 

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

 

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

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

MEMBER                                                    
         
IIP Operating Partnership, LP  
a Delaware limited partnership  
         
By:    Innovative Industrial Properties, Inc.,  
  its sole general partner  
         
  By: /s/ Brian Wolfe  
  Name:   Brian Wolfe  
  Title: Vice President  
         
COMPANY    
         
IIP-PA 1 LLC,    
a Delaware limited liability company  
         
By:    IIP Operating Partnership, LP,
  its sole Member  
         
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
         
    By: /s/ Brian Wolfe  
    Name:   Brian Wolfe  
    Title: Vice President  

 

4

 

 

Exhibit 10.49

 

LIMITED LIABILITY COMPANY AGREEMENT

OF 

IIP-PA 2 LLC

 

a Delaware limited liability company

 

Effective as of February 26, 2019

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-PA 2 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-PA 2 LLC (the “Company”) is effective as of the 26th day of February, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-PA 2 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

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

 

1

 

 

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

 

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

 

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

 

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

 

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

 

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

 

2

 

 

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

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

3

 

 

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

 

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

 

COMPANY  
   
IIP-PA 2 LLC,  
a Delaware limited liability company  
   
  By: IIP Operating Partnership, LP,  
    its sole Member  
   
    By: Innovative Industrial Properties, Inc.,  
      its sole general partner  
   
      By: /s/ Brian Wolfe  
      Name: Brian Wolfe  
      Title: Vice President  

 

4

 

 

Exhibit 10.50

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-PA 3 LLC

 

a Delaware limited liability company

 

Effective as of February 26, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-PA 3 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-PA 3 LLC (the “Company”) is effective as of the 26th day of February, 2019.

 

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

 

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

 

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

 

4.                  Name. The name of the Company shall be “IIP-PA 3 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

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

 

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

 

1

 

 

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

 

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

 

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

 

10.                Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.                Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.                Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.                Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

2

 

 

14.                Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

15.                Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.                Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.                Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

[Remainder of page intentionally left blank]

 

3

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,
  its sole general partner

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

COMPANY

 

IIP-PA 3 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

  By: Innovative Industrial Properties, Inc.,
    its sole general partner

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

4

 

 

Exhibit 10.51 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-PA 4 LLC

 

a Delaware limited liability company

 

Effective as of July 5, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-PA 4 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-PA 4 LLC (the “Company”) is effective as of the 5th day of July, 2019.

 

1.                  Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

 

2.                  Member. The Member is the sole member of the Company.

 

3.                  Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Name. The name of the Company shall be “IIP-PA 4 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

6.                  Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

 

7.                  Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

 

1

 

8.                  Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:

 

Name Title
Alan Gold Executive Chairman
Paul Smithers President and Chief Executive Officer
Catherine Hastings Chief Financial Officer, Chief Accounting Officer and Treasurer
Brian Wolfe Vice President, General Counsel and Secretary

 

9.                  Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

 

10.                Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.                Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.                Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.                Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

2

 

14.                Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

15.                Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.                Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.                Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

[Remainder of page intentionally left blank]

 

3

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY

 

IIP-PA 4 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,  
  its sole Member  

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  

Title: Vice President  

4

 

 

 

 

Exhibit 10.52 

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-PA 5 LLC

 

a Delaware limited liability company

 

Effective as of August 26, 2019

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-PA 5 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-PA 5 LLC (the “Company”) is effective as of the 26th day of August, 2019.

 

1.                  Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

 

2.                  Member. The Member is the sole member of the Company.

 

3.                  Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Name. The name of the Company shall be “IIP-PA 5 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

6.                  Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

 

7.                  Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

 

1

 

8.                  Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:

 

Name Title
Alan Gold Executive Chairman
Paul Smithers President and Chief Executive Officer
Catherine Hastings Chief Financial Officer, Chief Accounting Officer and Treasurer
Brian Wolfe Vice President, General Counsel and Secretary

 

9.                  Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

 

10.                Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.                Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.                Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.                Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

2

 

14.                Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

15.                Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.                Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.                Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

[Remainder of page intentionally left blank]

 

3

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY

 

IIP-PA 5 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,  
  its sole Member  

 

By: Innovative Industrial Properties, Inc.,  
  its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  

Title: Vice President  

 

4

 

 

Exhibit 10.53

 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 

IIP-PA 6 LLC

 

a Delaware limited liability company

 

Effective as of December 2, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-PA 6 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-PA 6 LLC (the “Company”) is effective as of the 2nd day of December, 2019.

 

1.           Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

 

2.           Member. The Member is the sole member of the Company.

 

3.           Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

 

4.           Name. The name of the Company shall be “IIP-PA 6 LLC.”

 

5.           Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

6.           Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

 

7.           Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

 

8.           Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:

 

1 

 

 

Name Title
Alan Gold Executive Chairman
Paul Smithers President and Chief Executive Officer
Catherine Hastings Chief Financial Officer, Chief Accounting Officer and Treasurer
Brian Wolfe Vice President, General Counsel and Secretary

 

9.           Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

 

10.         Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.         Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.         Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.         Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

2 

 

 

14.         Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

15.         Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.         Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.         Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

[Remainder of page intentionally left blank]

 

3 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER

 

IIP Operating Partnership, LP  
a Delaware limited partnership  
   
  By:   Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By:   /s/ Brian Wolfe  
   
    Name:   Brian Wolfe  
    Title: Vice President  

 

COMPANY

 

IIP-PA 6 LLC,  
a Delaware limited liability company  
   
By:   IIP Operating Partnership, LP,  
  its sole Member  
   
  By:   Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By:   /s/ Brian Wolfe  
   
    Name:   Brian Wolfe  
    Title: Vice President  

 

4 

 

 

Exhibit 10.54 

 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 

IIP-PA 7 LLC 

 

a Delaware limited liability company

 

Effective as of April 17, 2020

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-PA 7 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-PA 7 LLC (the “Company”) is effective as of the 17th day of April, 2020.

 

1.                  Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

 

2.                  Member. The Member is the sole member of the Company.

 

3.                  Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Name. The name of the Company shall be “IIP-PA 7 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

6.                  Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

 

7.                  Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

 

8.                  Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:

 

1

 

 

Name   Title
Alan Gold   Executive Chairman
     
Paul Smithers   President and Chief Executive Officer
     
Catherine Hastings   Chief Financial Officer, Chief Accounting Officer and Treasurer
     
Brian Wolfe   Vice President, General Counsel and Secretary

 

9.                  Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

 

10.                Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.                Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.                Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.                Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

2

 

 

14.                Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

15.                Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.                Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.                Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

[Remainder of page intentionally left blank]

 

3

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER  
   
IIP Operating Partnership, LP  
a Delaware limited partnership  
   
By: Innovative Industrial Properties, Inc.,  
   its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

COMPANY  
   
IIP-PA 7 LLC,  
a Delaware limited liability company  
   
By: IIP Operating Partnership, LP,  
   its sole Member  
   
By: Innovative Industrial Properties, Inc.,  
       its sole general partner  

 

By: /s/ Brian Wolfe  
Name: Brian Wolfe  
Title: Vice President  

 

4

 

 

 Exhibit 10.55

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-PA 8 LLC

 

a Delaware limited liability company

 

Effective as of March 19, 2021

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-PA 8 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-PA 8 LLC (the “Company”) is effective as of the 19th day of March, 2021.

 

1.                  Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

 

2.                  Member. The Member is the sole member of the Company.

 

3.                  Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Name. The name of the Company shall be “IIP-PA 8 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

6.                  Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

 

7.                  Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

 

1 

 

 

8.                  Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:

 

Name Title
Alan Gold Executive Chairman
Paul Smithers President and Chief Executive Officer
Catherine Hastings Chief Financial Officer and Treasurer
Brian Wolfe Vice President, General Counsel and Secretary

 

9.                  Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

 

10.              Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.              Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.              Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.              Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

2 

 

 

14.              Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

15.              Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.              Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.              Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

[Remainder of page intentionally left blank]

 

3 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
       
    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title: Vice President  

 

 

COMPANY

 

IIP-PA 8 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
       
    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title: Vice President  

 

4 

 

 

 Exhibit 10.56

 

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

IIP-TX 1 LLC

 

a Delaware limited liability company

 

Effective as of February 11, 2021

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-TX 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-TX 1 LLC (the “Company”) is effective as of the 11th day of February, 2021.

 

1.                  Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

 

2.                  Member. The Member is the sole member of the Company.

 

3.                  Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Name. The name of the Company shall be “IIP-TX 1 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

6.                  Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

 

7.                  Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

 

1 

 

 

8.                  Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:

 

  Name Title
  Alan Gold Executive Chairman
  Paul Smithers President and Chief Executive Officer
  Catherine Hastings Chief Financial Officer, Chief Accounting Officer and Treasurer
  Brian Wolfe Vice President, General Counsel and Secretary

 

9.                  Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

 

10.              Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.              Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.              Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.              Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

2 

 

 

14.              Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

15.              Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.              Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.              Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

[Remainder of page intentionally left blank]

 

3 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
       
    By: /s/ Brian Wolfe  
    Name:  Brian Wolfe  
    Title: Vice President  

 

COMPANY

 

IIP-TX 1 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
       
    By: /s/ Brian Wolfe  
    Name:  Brian Wolfe  
    Title: Vice President  

 

4 

 

 

Exhibit 10.57

 

LIMITED LIABILITY COMPANY AGREEMENT

OF

IIP-VA 1 LLC

 

a Delaware limited liability company

 

Effective as of November 26, 2019

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-VA 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-VA 1 LLC (the “Company”) is effective as of the 26th day of November, 2019.

 

1.                  Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

 

2.                  Member. The Member is the sole member of the Company.

 

3.                  Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Name. The name of the Company shall be “IIP-VA 1 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 220, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

6.                  Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

 

7.                  Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

 

1

 

 

8.                  Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:

 

Name   Title
Alan Gold   Executive Chairman
Paul Smithers   President and Chief Executive Officer
Catherine Hastings   Chief Financial Officer, Chief Accounting Officer and Treasurer
Brian Wolfe   Vice President, General Counsel and Secretary

 

9.                  Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

 

10.                Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.                Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.                Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.                Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

14.                Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

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15.                Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.                Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.                Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By:   Innovative Industrial Properties, Inc.,  
  its sole general partner  
   
  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

COMPANY

 

IIP-VA 1 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,  
  its sole Member  
   
  By: Innovative Industrial Properties, Inc.,  
    its sole general partner  
   
    By: /s/ Brian Wolfe  
    Name: Brian Wolfe  
    Title: Vice President  

 

4

 

 

Exhibit 10.58

 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 

IIP-WA 1 LLC

 

a Delaware limited liability company

 

Effective as of November 5, 2020

 

 

 

 

LIMITED LIABILITY COMPANY AGREEMENT

of

IIP-WA 1 LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-WA 1 LLC (the “Company”) is effective as of the 5th day of November, 2020.

 

1.                  Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

 

2.                  Member. The Member is the sole member of the Company.

 

3.                  Purpose. The Company may engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

 

4.                  Name. The name of the Company shall be “IIP-WA 1 LLC.”

 

5.                  Principal Place of Business; Other Places of Business. The principal place of business of the Company is 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. The Company may have such other offices as the Member may designate from time to time.

 

6.                  Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

 

7.                  Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

 

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8.                  Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:

 

Name Title
Alan Gold Executive Chairman
   
Paul Smithers President and Chief Executive Officer
   
Catherine Hastings Chief Financial Officer, Chief Accounting Officer and Treasurer
   
Brian Wolfe Vice President, General Counsel and Secretary

 

9.                  Other Activities. The Member and its agents, representatives and affiliates may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

 

10.                Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

 

11.                Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

 

12.                Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

 

13.                Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member.

 

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14.                Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.

 

15.                Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

 

16.                Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

 

17.                Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

 

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3

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.

 

MEMBER

 

IIP Operating Partnership, LP

a Delaware limited partnership

 

By: Innovative Industrial Properties, Inc.,
  its sole general partner

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

COMPANY

 

IIP-WA 1 LLC,

a Delaware limited liability company

 

By: IIP Operating Partnership, LP,
  its sole Member

 

  By: Innovative Industrial Properties, Inc.,
    its sole general partner

 

  By: /s/ Brian Wolfe  
  Name: Brian Wolfe  
  Title: Vice President  

 

4

 

 

Exhibit 21.1

 

Subsidiaries of the Registrant

 

The list below excludes subsidiaries in the same line of business (ownership and operation of commercial real estate) and includes the immediate parent of each excluded subsidiary. The list also excludes subsidiaries that in the aggregate, as a single subsidiary, would not constitute a significant subsidiary as of July 20, 2021. A total of 57 subsidiaries have been excluded.

 

Subsidiary   State of Incorporation/Formation
IIP Operating Partnership, LP   Delaware
Innovative Industrial Properties, LP   Delaware
IIPR, Inc.   Maryland
IIP-GP 2 LLC   Delaware 

 

 

 

Exhibit 22.1

 

IIP Operating Partnership, LP, a Delaware limited partnership is the issuer of the the following guaranteed securities: 5.50% Senior Notes due 2026.

 

Guarantor Subsidiaries of IIP Operating Partnership, LP’s 5.50% Senior Notes due 2026

 

Subsidiary   State of Formation/Organization  
IIP-AZ 1 LLC   Delaware  
IIP-AZ 2 LLC   Delaware  
IIP-CA 1 LP   Delaware  
IIP-CA 2 LP   Delaware  
IIP-CA 3 LP   Delaware  
IIP-CA 4 LP   Delaware  
IIP-CA 5 LP   Delaware  
IIP-CO 1 LLC   Delaware  
IIP-CO 2 LLC   Delaware  
IIP-FL 1 LLC   Delaware  
IIP-FL 2 LLC   Delaware  
IIP-FL 3 LLC   Delaware  
IIP-GP LLC   Delaware  
IIP-IL 1 LLC   Delaware  
IIP-IL 2 LLC   Delaware  
IIP-IL 3 LLC   Delaware  
IIP-IL 4 LLC   Delaware  
IIP-IL 5 LLC   Delaware  
IIP-IL 6 LLC   Delaware  
IIP-MA 1 LLC   Delaware  
IIP-MA 2 LLC   Delaware  
IIP-MA 3 LLC   Delaware  
IIP-MA 4 LLC   Delaware  
IIP-MA 5 LLC   Delaware  
IIP-MA 6 LLC   Delaware  
IIP-MA 7 LLC   Delaware  
IIP-MD 1 LLC   Delaware  
IIP-MI 1 LLC   Delaware  
IIP-MI 2 LLC   Delaware  
IIP-MI 3 LLC   Delaware  
IIP-MI 4 LLC   Delaware  
IIP-MI 5 LLC   Delaware  
IIP-MI 6 LLC   Delaware  
IIP-MI 7 LLC   Delaware  
IIP-MI 8 LLC   Delaware  
IIP-MN 1 LLC   Delaware  
IIP-ND 1 LLC   Delaware  
IIP-NJ 1 LLC   Delaware  
IIP-NJ 2 LLC   Delaware  
IIP-NV 1 LLC   Delaware  
IIP-NY 1 LLC   Delaware  
IIP-NY 2 LLC   Delaware  
IIP-OH 1 LLC   Delaware  
IIP-OH 2 LLC   Delaware  
IIP-OH 3 LLC   Delaware  
IIP-OH 4 LLC   Delaware  
IIP-PA 1 LLC   Delaware  
IIP-PA 2 LLC   Delaware  
IIP-PA 3 LLC   Delaware  
IIP-PA 4 LLC   Delaware  
IIP-PA 5 LLC   Delaware  
IIP-PA 6 LLC   Delaware  
IIP-PA 7 LLC   Delaware  
IIP-PA 8 LLC   Delaware  
IIP-TX 1 LLC   Delaware  
IIP-VA 1 LLC   Delaware  
IIP-WA 1 LLC   Delaware  

 

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

Innovative Industrial Properties, Inc.

Park City, Utah

 

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated February 25, 2021, relating to the consolidated financial statements and schedule and the effectiveness of Innovative Industrial Properties, Inc.’s internal control over financial reporting, of Innovative Industrial Properties, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

 

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

/s/ BDO USA, LLP  

 

San Diego, California

July 20, 2021  

 

 

 

 

Exhibit 25.1

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

FORM T-1

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

 

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

 

GLAS TRUST COMPANY LLC

(Exact name of trustee as specified in its charter)

 

A New Hampshire Limited Liability Company 81-4468886
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)  

 

3 Second Street, Suite 206 07311
Jersey City, NJ  
(Address of principal executive offices) (Zip code)

 

GLAS AMERICAS LLC
230 Park Avenue, 3rd floor West

New York, New York 10169

(212) 808-3050

(Name, address and telephone number of agent for service)

 

 

 

IIP Operating Partnership, LP

 

(Exact name of obligor as specified in its charter)

 

Delaware 61-1800557
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

1389 Center Drive, Suite 200  
Park City, Utah  
(858) 997-3332 84098
(Address of principal executive offices) (Zip code)

 

$300,000,000 5.50% Senior Notes due 2026

Shelf Indenture – Debt Securities

(Title of the indenture securities)

 

 

 

 

 

Item 1. General Information. Furnish the following information as to the trustee:

 

(a) Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

Treasury Department

Washington, D.C.

 

Federal Deposit Insurance Corporation

Washington, D.C.

 

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

(b) Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None with respect to the trustee.

 

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

 

Item 15. Foreign Trustee. Not applicable.

 

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

  Exhibit 1.   A copy of the Limited Liability Company Agreement of the trustee now in effect. *
       
  Exhibit 2.   A copy of the State of New Hampshire – Office of the Bank Commissioner Certificate to Conduct Business for GLAS TRUST COMPANY LLC, dated February 23, 2017 *
       
  Exhibit 3.   A copy of the State of New Hampshire Certificate to Exercise Corporate Trust Powers for GLAS TRUST COMPANY LLC, dtd. February 12, 2016. *
       
  Exhibit 4.   Copy of By-laws of the trustee as now in effect. *
       
  Exhibit 5.   Not applicable.
       
  Exhibit 6.   The consent of the trustee required by Section 321(b) of the Act.

 

 

 

  Exhibit 7.   A copy of the latest State of New Hampshire Call Report with Attestation of the trustee published pursuant to law or the requirements of its supervising or examining authority.
       
  Exhibit 8.   Not applicable.
       
  Exhibit 9.   Not applicable.

 

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing F-10 dated May 10, 2019 of file number 333-230692.

 

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, GLAS Trust Company LLC , a New Hampshire Limited Liability Company organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 06 Day of July 2021.

 

  GLAS TRUST COMPANY LLC
   
  /s/ Diana Gulyan
  Diana Gulyan
  Assistant Vice President

 

 

 

 

EXHIBIT 6

 

July 6, 2021

 

Securities and Exchange Commission

Washington, D.C. 20549

 

Gentlemen:

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

  Very truly yours,
   
  GLAS TRUST COMPANY LLC
   
  /s/ Diana Gulyan
  Diana Gulyan
  Assistant Vice President

 

 

 

 

 

Schedule RI -- Income Statement Quarter Ending:All Report of Income schedules are to be entered on a calendar year-to-date basis in thousands of dollars.1 Interest Income: 1. a. Interest and fee income on loans: (1) Loans secured by real estate (2) Commercial and industrial loans (3) Loans to individuals for household, family, and other personal expenditures: (a) Credit cards (b) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) (4) Loans to foreign governments and official institutions (5) All other loans (6) Total interest and fee income on loans (sum of items 1.a.(1) through 1.a.(5)) 1. b. Income from lease financing receivables 1. c. Interest income on balances due from depository institutions 1. d. Interest and dividend income on securities (1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities) (2) Mortgage-backed securities (3) All other securities (includes securities issued by states and political subdivisions in the U.S.) 1. e. Interest income from trading assets 1. f. Interest income on federal funds sold and securities purchased under agreements to resell 1. g. Other interest income 1. h. Total interest income (sum of items 1.a.(6) through 1.g) 0 2. Interest expense: 2. a. Interest on deposits: (1) Transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (2) Nontransaction accounts: (a) Savings deposits (includes MMDAs) (b) Time deposits of $100,000 or more (c) Time deposits of less than $100,000 2. b. Expense of federal funds purchased and securities sold under agreements to repurchase 2. c. Interest on trading liabilities and other borrowed money 2. d. Interest on subordinated notes and debentures 2. e. Total interest expense (sum of items 2. a though 2. d) 3. Net interest income (item 1.h minus 2.e) 0 4. Provision for loan and lease losses 5. Noninterest income: 5. a. Income from fiduciary activities 449 5. b. Service charges on deposit accounts 5. c. Trading revenue 5. d. (1) Fees and commissions from securities brokerage (2) Investment banking, advisory, and underwriting fees and commissions (3) Fees and commissions from annuity sales (4) Underwriting income from insurance and reinsurance activities (5) Income from other insurance activities 5. e. Venture capital revenue 5. f. Net servicing fees 5. g. Net securitization income 5. h. Not applicable 5. i. Net gains (losses) on sales of loans and leases 5. j. Net gains (losses) on sales of other real estate owned 5. k. Net gains (losses) on sales of other assets (excluding securities) 5. l. Other noninterest income* 5. m. Total noninterest income (sum of items 5.a though 5.l) 449 6. a. Realized gains (losses) on held-to-maturity securities 6. b. Realized gains (losses) on available-for-sale securities 7. Noninterest expense: 7. a. Salaries and employee benefits 7. b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) 7. c. (1) Goodwill impairment losses (2) Amortization expense and impairment losses for other intangible assets 0 7. d. Other noninterest expense* 471 7. e. Total noninterest expense (sum of items 7.a though 7.d) 471 8. Income (loss) before income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b and 7.e) (22) 9. Applicable income taxes (on item 8) 34 10. Income (loss) before extraordinary items and other adjustments (item 8 minus item 9) 12 11. Extraordinary items and other adjustments, net of income taxes* 12. Net income (loss) attributable to bank and noncontrolling (minority) interests (sum of items 10 and 11) 12 13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net income, report as a positive value; if net loss, report as a negative value) 14. Net income (loss) attributable to bank (item 12 minus item 13) 12* Describe on Schedule RI-E - ExplanationsRevised 9/16/13

 

 

Schedule RI - Continued Quarter Ending: All Report of Income schedules are to be entered on a calendar year - to - date basis in thousands of dollars. Memoranda 14. Other - than - temporary impairment losses on held - to - maturity and available - for - sale debt securities: Total other - than - temporary impairment losses Portion of losses recognized in other comprehensive income (before income taxes) Net impairment losses recognized in earnings (included in Schedule RI, items 6.a and 6.b)(Memorandum item 14.a minus Memorandum item 14.b) a. b. c. *Memoranda Items 1 - 13 Omitted Revised 9/16/13

 

 

Quarter Ending: Total equity capital most recently reported for the previous year end, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) Restatements due to corrections of material accounting errors and changes in accounting principles* Balance end of previous calendar year as restated (sum of items 1 and 2) Net income (loss) (must equal Schedule RI, item 14) Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) Treasury stock transactions, net Changes incident to business combinations, net LESS: Cash dividends declared on preferred stock LESS: Cash dividends declared on common stock Other comprehensive income Other transactions with parent holding company* (not included in items 5, 6, 8, or 9 above) Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 27.a) 1,568 1,568 12 1,580 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. * Describe on Schedule RI - E - Explanations Schedule RI - A -- Changes in Equity Capital Indicate decreases and losses in parentheses. Dollar Amounts in Thousands Revised 9/16/13

 

 

Quarter Ending: 1. see below Other noninterest income (from Schedule RI, item 5.l) Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 5.1: Income and fees from the printing and sale of checks Earnings on/increase in value of cash surrender value of life insurance Income and fees from automated teller machines (ATMs) Rent and other income from other real estate owned Safe deposit box rent Net change in the fair values of financial instruments accounted for under a fair value option Bank card and credit card interchange fees Gains on bargain purchases 1. a. 1. b. 1. c. 1. d. 1. e. 1. f. 1. g. 1. h. 1. i. 1. j. 1. k. 2. see below 13 Other noninterest expense (from Schedule RI, item 7.d) Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 7.d: 2. a. Data processing expenses 2. b. Advertising and marketing expenses 2. c. Directors' fees 2. d. Printing, stationery, and supplies 2. e. Postage 2. f. Legal fees and expenses 2. g. FDIC deposit insurance assessments 2. h. Accounting and auditing expenses 2. i. Consulting and advisory expenses 2. j. Insurance 2. k. Telecommunications expenses 2. l. 2. m. 2. n. 3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI, item 11) (itemize and describe all extraordinary items and other adjustments): 3. a. (1) Increase in Owner's Capital Investment (2) Applicable income tax effect 3. b. (1) (2) Applicable income tax effect 3. c. (1) (2) Applicable income tax effect 4. Cumulative effect of changes in accounting principles and corrections of material accounting errors (from Schedule RI - A, item 2) (itemize and describe all such effects): 4. a. 4. b. 5. Other transactions with parent holding company (from Schedule RI - A, item 11) (itemize and describe all such transactions): Introduction of initial capital as membership interest. 5. a. 5. b. 6. 6. a. 6. b. 7. Adjustments to allowance for loan and lease losses; (itemize and describe all adjustments) Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): Comments? (Yes or No) Other explanations (please type or print clearly): Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 7.d: $400k expenses for services provided by GLAS affiliates Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 5.1: Schedule RI - E is to be completed each quarter on a calendar year - to - date basis. Dollar Amounts in Thousands Advanz (aka Concordia) Curaleaf Holding GNC Murray $25k deferred revenue and $35k fees $26k loan agency, deferred revenue and disbursements $32.5k deferred revenue $41.3k deferred revenue, $42k transfer fees Schedule RI - E -- Explanations Revised 9/16/13

 

 

Quarter Ending: 85 1,514 0 620 2,219 639 639 ASSETS 1. Cash and balances due from depository institutions : 1. a. Noninterest - bearing balances and currency and coin 1. b. Interest - bearing balances 2. Securities: 2. a. Held - to - maturity securities (from Schedule RC - B, column A) 2. b. Available - for - sale securities (from Schedule RC - B, column D) 3. Federal funds sold and securities purchased under agreements to resell: 3. a. Federal funds sold 3. b. Securities purchased under agreements to resell 4. Loans and lease financing receivables: 4. a. Loans and leases held for sale 4. b. Loans and leases, net of unearned income 4. c. LESS: Allowance for loan and lease losses 4. d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 5. Trading assets 6. Premises and fixed assets (including capitalized leases) 7. Other real estate owned 8. Investments in unconsolidated subsidiaries and associated companies 9. Direct and indirect investments in real estate ventures 10. Intangible assets: 10. a. Goodwill 10. b. Other intangible assets 11. Other assets (from Schedule RC - F) 12. Total assets (sum of items 1 though 11) LIABILITIES 13. Deposits: 14. a. In domestic offices: (1) Noninterest - bearing (2) Interest - bearing 15. b. Not applicable 16. Federal funds purchased and securities sold under agreements to repurchase: 14. a. Federal funds purchased 14. b. Securities sold under agreements to repurchase 15. Trading liabilities 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) and 18. Not applicable 19. Subordinated notes and debentures 20. Other liabilities (from Schedule RC - G) 21. Total liabilities (sum of items 13 through 20) 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 24. Common Stock 25. Surplus (exclude all surplus related to preferred stock) 26. a. Retained earnings 26. b. Accumulated other comprehensive income (includes net unrealized holding gains (losses) on available - for - sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments.) 26. c. Other equity capital components 27. a. Total bank equity capital (sum of items 23 through 26.c) 28. b. Noncontrolling (minority) interests in consolidated subsidiaries 29. Total equity capital (sum of items 27.a and 27.b) 30. Total liabilities and equity capital (sum of items 21 and 28) 1,585 (6) 1,580 1,580 2 , 219 Memorandum Indicate in the box at the right the year of the last completed audit, that conforms to the standards listed in NH RSA 384:43, "Annual Audits". 2019 Schedule RC -- Balance Sheet Dollar Amounts in Thousands Revised 9/13/13

 

 

Quarter Ending: 1. 2. 2. a. 2. b. 3. 4. 4. a. (1) (2) (3) 4. b. (1) (2) (3) 4. c. (1) (2) 5. a. b. (1) (2) (3) 6. 6. a. 6. b. 7. 8. U.S. Treasury securities U.S. Government agency obligations (exclude mortgage - backed securities): Issued by U.S. Government agencies Issued by U.S. Government - sponsored agencies Securities issued by states and political subdivisions in the U.S. Mortgage - backed securities (MBS): Pass - through securities: Guaranteed by GNMA Issued by FNMA and FHLMC Other pass - through securities Other mortgage - backed securities (include CMOs, REMICs and stripped MBS): Issued or guaranteed by U.S. Government agencies or sponsored agencies Collateralized by MBS issued or guaranteed by U.S. Government agencies or sponsored agencies All other residential MBS Commercial MBS: Commercial mortgage pass - through securities (a) Issued or guaranteed by FNMA, FHLMC, or GNMA (b) Other pass - through securities Other commercial MBS: (c) Issued or guaranteed by U.S. Government agencies or sponsored agencies (d) All other commercial MBS Asset - backed securities and structured financial products: Asset - backed securities (ABS) Structured financial products: Cash Synthetic Hybrid Other debt securities: Other domestic debt securities Foreign debt securities Investments in mutual funds and other equity securities with readily determinable fair values Total (sum of items 1 through 7) (total of column A must equal Schedule RC, item 2.a) (total of column D must equal Schedule RC, item 2.b) Held to maturity Available for sale (Column A) Amortized Cost (Column B) Fair Value (Column C) Amortized Cost (Column D) Fair Value Memoranda 1. Pledged securities 1 1 Includes held - to - maturity securities at amortized cost and available - for - sale securities at fair value. Dollar Amounts in Thousands Schedule RC - B -- Securities Dollar Amounts in Thousands https://globalloanagencyservices.sharepoint.com/sites/GLASTrust/Policies and Procedures/New Hampshire/Quarterly Filings - Call Reports/2021/2021 Q1 Call Report - State of New Hampshire Revised 9/16/13

 

 

Quarter Ending: Interest accrued and unpaid on deposits Other expenses accrued and unpaid (includes accrued income taxes payable) Net deferred tax liabilities Allowance for credit losses on off - balance sheet credit exposures All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25% of this item) 59 580 Accounts payable Deferred compensation liabilities Dividends declared but not yet payable Derivatives with a negative fair value held for purposes other than trading Deferred revenue Due to GLAS affiliates Total (sum of items 1 though 4) (must equal Schedule RC, item 20) 580 639 1. a. 1. b. 2. 3. 4. 4. a. 4. b. 4. c. 4. d. 4. e. 4. f. 4. g. 5. Schedule RC - G -- Other Liabilities Dollar Amounts in Thousands https://globalloanagencyservices.sharepoint.com/sites/GLASTrust/Policies and Procedures/New Hampshire/Quarterly Filings - Call Reports/2021/2021 Q1 Call Report - State of New Hampshire Revised 9/16/13

 

 

Quarter Ending: Accrued interest receivable Net deferred tax assets Interest - only strips receivable (not in the form of a security) on: Mortgage loans Other financial assets Equity securities that DO NOT have readily determinable fair values Life insurance assets: General account life insurance assets Separate account life insurance assets Hybrid account life insurance assets All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item) 620 Prepaid expenses Repossessed personal property (including vehicles) Derivatives with a positive fair value held for purposes other than trading Retained interests in accrued interest receivables related to securitized credit cards FDIC loss - sharing indemnification assets Prepaid deposit insurance assessments Account receivables Taxation 370 216 34 Total (sum of items 1 through 6) (must equal Schedule RC, item 11) 620 1. 2. 3. 3. a. 3. b. 4. 5. a. b. c. 6. 6. a. 6. b. 6. c. 6. d. 6. e. 6. f. 6. g. 6. h. 6. i. 7. 6. itemized amounts Schedule RC - F -- Other Assets Dollar Amounts in Thousands https://globalloanagencyservices.sharepoint.com/sites/GLASTrust/Policies and Procedures/New Hampshire/Quarterly Filings - Call Reports/2021/2021 Q1 Call Report - State of New Hampshire Revised 9/16/13

 

 

Quarter Ending: (Column A) Managed Assets (Column B) Non - Managed Assets (Column C) Number of Managed Accounts (Column D) Number of Non - Managed Accounts 13,088,989 3 9 13,088,989 39 449 449 (471) (22) (Column A) Personal Trust and Agency and Investment Management Agency Accounts (Column B) Employee Benefit and Retirement Related Trust and Agency Accounts (Column C ) All Other Accounts 14. Personal trust and agency accounts 15. Employee benefit and retirement related trust and agency accounts: `` 15. a. Employee benefit -- defined contribution 15. b. Employee benefit -- defined benefit 15. c. Other employee benefit and retirement - related accounts 16. Corporate trust and agency accounts 17. Investment management and investment advisory agency accounts 18. Foundation and endowment trust and agency accounts 19. Other fiduciary accounts 20. Custody and safekeeping accounts 21. Other fiduciary and related services income 22. Total gross fiduciary and related services income (sum of items 14 through 21) (must equal Schedule RI, item 5.a) 23. Less: Expenses 24. Less: Net losses from fiduciary and related services 25. Plus: Intracompany income credits for fiduciary and related services 26. Net fiduciary and related services income FIDUCIARY AND RELATED ASSETS 4. Personal trust and agency accounts 5. Retirement related trust and agency accounts: 5. a. Employee benefit -- defined contribution 5. b. Employee benefit -- defined benefit 5. c. Other employee benefit and retirement - related accounts 6. Corporate trust and agency accounts USD 7. Investment management and investment advisory agency accounts 8. Foundation and endowment trust and agency accounts 9. Other fiduciary accounts 10. Total fiduciary accounts (sum of items 4 through 9) 11. Custody and safekeeping accounts 12. Not applicable 13. Individual Retirement Accounts, Health Savings Accounts, and other similar accounts (included in items 5.c and 11) FIDUCIARY AND RELATED SERVICES INCOME Memoranda 1. Managed assets held in fiduciary accounts: 1. a. Noninterest - bearing deposits 1. b. Interest - bearing deposits 1. c. U.S. Treasury and U.S. Government agency obligations 1. d. State, county and municipal obligations 1. e. Money market mutual funds 1. f. Equity mutual funds 1. g. Other mutual funds 1. h. Common trust funds and collective investment funds 1. i. Other short - term obligations 1. j. Other notes and bonds 1. k. Investments in unregistered funds and private equity investments 1. l. Other common and preferred stocks 1. m. Real estate mortgages 1. n. 1. o. 1. p. Real estate Miscellaneous assets Total managed assets held in fiduciary accounts (for each column, sum of Memorandum items 1.a through 1.o) (Column A) Managed Assets (Column B) Number of Managed Accounts 1. q. Investments of managed fiduciary accounts in advised or sponsored mutual funds Schedule RC - T -- Fiduciary and Related Services https://globalloanagencyservices.sharepoint.com/sites/GLASTrust/Policies and Procedures/New Hampshire/Quarterly Filings - Call Reports/2021/2021 Q Call Report - State of New Hampshire Revised 9/16/13

 

 

Corporate trust and agency accounts: Corporate trust and agency accounts: Corporate and municipal trusteeships USD (1) Issues reported in Memorandum item 2.a. that are in default Transfer agent, registrar, paying agent, and other corporate agency (Column A) Number of Issues (Column B) Principal Amount Outstanding 29 10,030,815 10 (Column A) Number of Funds (Column B) Market Value of Fund Assets (Column A) (Column B) (Column C) Gross Gross Losses Recoveries Losses Non - Managed Managed Accounts Accounts 2. 2.a. 2.b. 3. 3. a. 3. b. 3. c. 3. d. 3. e. 3. f. 3. g. 3. h. Collective investment funds and common trust funds: Domestic equity International/Global equity Stock/Bond blend Taxable bond Municipal bond Short term investments/Money market Specialty/Other Total collective investment funds (sum of Memorandum items 3.a through 3.g) 4. 4. a. 4. b. 4. c. 4. d. 4. e. Fiduciary settlements, surcharges, and other losses : Personal trust and agency accounts Employee benefit and retirement - related trust and agency accounts Investment management and investment advisory agency accounts Other fiduciary accounts and related services Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4 . a through 4 . d) (sum of columns A and B minus column C must equal Schedule RC - T, item 24 ) Number of Accounts 5. Accounts where the institution is named or serves as a fiduciary of an account to be funded at a later date Number of Accounts 6. Accounts where the institution is named or serves as "Trust Protector" (Continued) -- Schedule RC - T -- Fiduciary and Related Services Dollar Amounts in Thousands https://globalloanagencyservices.sharepoint.com/sites/GLASTrust/Policies and Procedures/New Hampshire/Quarterly Filings - Call Reports/2021/2021 Q1 Call Report - State of New Hampshire Revised 9/16/13

 

 

Attestation This report is required by RSA 383:13 Quarte r Endin g : _ Name of Institution: GLAS Trust Company LLC Dat e report wa s sent electronicall y t o th e Ne w Hampshir e Bankin g Departmen t 30 - _ A p_r_il - _2_0_2_ 1 _ Information in the report is for Quarter Ending: ""31"""""Maaaa'"'rc""'h'""2""'0;.a2""'1 NOTE : The report must be signed by an authorized officer and attested to by no t l ess than two directors (tru stees) . I, Martin Reed, Senior Vice PresidenVCorporate Secretary Typed Name and Title or Olftcer Authorized t o SlgltReport of the namecfbaok do hereby eclare that the r port sen t electronically to the New Hampshire Banking Department has been prepared in conformance with !he instructions issued by the FFIEC and are true lo the best of my knowledge and belief. I •.•• 28 - Apr - 21 Date of Signature We, the undersigned d ire ctors (trustees) , attest to the correctness of the report sent electronically to the New Hampshire Ban k ing Department and declare that it h as been examined by us and to the best of our knowledge and be li ef has been prepared in conformance with the i nstructionissued by the FFIEC and is true and correct . Steven Hodgetts Printed Name or D i rector (Trustee) Martin Reed Printed Name or Directo r (Trustee) Signature of D irector (Trustee) Printed Name of Director (frustee) The signed "Attestation" ne e d s to be rece i ved by the department n o later than 32 days after the quarter end.

 

 

 

Exhibit 99.1

 

LETTER OF TRANSMITTAL
To Tender For Exchange
5.50% Senior Notes due 2026
of
IIP OPERATING PARTNERSHIP, LP
Pursuant To The Prospectus Dated _______, 2021

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______, 2021, UNLESS EXTENDED (THE “EXPIRATION DATE”).

 

The Exchange Agent for the Exchange Offer is:

 

GLAS TRUST COMPANY LLC

 

By Hand, Overnight Delivery or Mail
(Registered or Certified Mail Recommended): 		  By Facsimile Transmission
(for eligible institutions only):
     

GLAS TRUST COMPANY LLC

 

3 Second Street, Suite 206

Jersey City, NJ 07311

Attn: Transaction Management for IIPR

 

Email: clientservices.americas@glas.agency

 

212-202-6246

Attn: Transaction Management for IIPR

 

Fax cover sheets should provide a call back number and request

a call back, upon receipt.

 

Confirm receipt by calling:

201-839-2200

     

For Information Call:

201-839-2200

Email: clientservices.americas@glas.agency

 

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL. DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

 

The undersigned hereby acknowledges receipt of the prospectus, dated                    , 2021, of IIP Operating Partnership, LP, a Delaware limited partnership (the “Company”), which, together with this letter of transmittal, constitute the Company’s offer to exchange up to $300,000,000 aggregate principal amount of its new 5.50% Senior Notes due 2026 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered 5.50% Senior Notes due 2026 (the “private notes”). Private notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

 

IF YOU DESIRE TO EXCHANGE YOUR PRIVATE NOTES FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF EXCHANGE NOTES, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR PRIVATE NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

 

YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

 

This letter of transmittal is to be completed by holders of the Company’s private notes either if certificates representing such notes are to be forwarded herewith or, unless an agent’s message is utilized, tenders of such notes are to be made by book-entry transfer to an account maintained by the exchange agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the heading “The Exchange Offer — Procedures for Tendering.”

 

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

 

Holders that are tendering by book-entry transfer to the exchange agent’s account at DTC may execute the tender though the DTC Automated Tender Offer Program, for which the exchange offer is eligible. DTC participants that are tendering private notes pursuant to the exchange offer must transmit their acceptance through the Automated Tender Offer Program to DTC, which will edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance.

 

 

 

 

In order to properly complete this letter of transmittal, a holder of private notes must:

 

· complete the box entitled “Description of Private Notes;”

 

· if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;

 

· sign the letter of transmittal; and

 

· complete the included Form W-9 (or provide an IRS Form W-8).

 

If a holder desires to tender private notes pursuant to the exchange offer and (1) certificates representing such notes are not immediately available, (2) time will not permit this letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, such holder may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures described in the prospectus under “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery” are followed. See Instruction 1 below.

 

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR CHECKING ANY BOX BELOW. The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents may be directed to GLAS Trust Company LLC, at the address and telephone number set forth on the cover page of this letter of transmittal. See Instruction 11 below.

 

List below the private notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts at maturity on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of private notes will be accepted only in principal amounts at maturity equal to $2,000 or integral multiples of $1,000 in excess thereof.

 

DESCRIPTION OF PRIVATE NOTES
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN) 		  SERIES AND CERTIFICATE NUMBER(S)*   AGGREGATE PRINCIPAL AMOUNT AT MATURITY REPRESENTED**   PRINCIPAL AMOUNT AT MATURITY TENDERED**
             
             
             
             

 

TOTAL PRINCIPAL AMOUNT AT MATURITY OF PRIVATE NOTES

 

 
* Need not be completed by holders delivering by book-entry transfer (see below)
** Unless otherwise indicated in the column “Principal Amount at Maturity Tendered” and subject to the terms and conditions of the exchange offer, the holder will be deemed to have tendered the entire aggregate principal amount at maturity represented by each note listed above and delivered to the exchange agent. See Instruction 4.

 

2 

 

 

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES BELOW

 

¨ CHECK HERE IF CERTIFICATES FOR TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.

 

¨ CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

 

  Name of Tendering Institution:  
     
  Account Number with DTC:  
     
  Transaction Code Number:  

 

¨ CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 

  Name(s) of Registered Holder(s):  
     
  Window Ticket Number(s) (if any):  
     
  Date of Execution of the Notice of Guaranteed Delivery:  
     
  Name of Eligible Institution that Guaranteed Delivery:  
     
  If delivered by Book-Entry Transfer, complete the following:  
     
  Name of Tendering Institution:  
     
  Account Number at DTC:  
     
  Transaction Code Number:  

 

¨ PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN ADDITIONAL COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

 

  Name:  
     
  Address:  
     
  Area Code and Telephone Number:  

 

NOTE: SIGNATURES MUST BE PROVIDED BELOW

 

 

 

 

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

 

Ladies and Gentlemen:

 

Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to IIP Operating Partnership, LP, a Delaware limited partnership (the “Company”), the principal amount at maturity of the Company’s 5.50% Senior Notes due 2026 (the “private notes”) described above. Subject to, and effective upon, the acceptance for exchange of the private notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such private notes.

 

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Company and as trustee under the indenture relating to the private notes) with respect to such tendered private notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered private notes, or transfer ownership of such notes, on the account books maintained by The Depository Trust Company (“DTC”), and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Company upon receipt by the exchange agent, as the undersigned’s agent, of the exchange notes to which the undersigned is entitled upon the acceptance by the Company of such private notes for exchange pursuant to the exchange offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such private notes, all in accordance with the terms and conditions of the exchange offer, and (3) present such private notes for transfer, and transfer such private notes, on the relevant security register.

 

The undersigned hereby represents and warrants that the undersigned (1) owns the private notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the private notes and to acquire exchange notes issuable upon the exchange of such tendered private notes, and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title to the tendered private notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered private notes or to transfer ownership of such notes on the account books maintained by DTC. The undersigned agrees to all of the terms of the exchange offer, as described in the prospectus and this letter of transmittal.

 

Tenders of the private notes pursuant to any one of the procedures described in the prospectus under the caption “The Exchange Offer — Procedures for Tendering” and in the instructions to this letter of transmittal will, upon the Company’s acceptance of the private notes for exchange, constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions of the exchange offer.

 

The exchange offer is subject to the conditions set forth in the prospectus under the caption “The Exchange Offer — Conditions.” As a result of these conditions (which may be waived, in whole or in part, by the Company) as more particularly set forth in the prospectus, the Company may not be required to exchange any of the private notes tendered by this letter of transmittal and, in such event, the private notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

 

Unless a box under the heading “Special Issuance Instructions” is checked, by tendering private notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

 

(1)            the undersigned or any beneficial owner of the private notes is acquiring the exchange notes in the ordinary course of business of the undersigned (or such other beneficial owner);

 

(2)            neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the private notes within the meaning of the federal securities laws;

 

(3)            neither the undersigned nor any beneficial owner has an arrangement or understanding with any person or entity to participate in a distribution of the private notes;

 

(4)            neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company or Innovative Industrial Properties, Inc. Upon request by the Company, the undersigned or such beneficial owner will deliver to the Company a legal opinion confirming it is not such an affiliate;

 

 

 

 

(5)            if the undersigned or any beneficial owner is a resident of the State of California, it falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations;

 

(6)            if the undersigned or any beneficial owner is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985;

 

(7)            the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

 

(8)            a secondary resale transaction described in clause (7) above and any resales of exchange notes or interests therein obtained by such holder in exchange for private notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; and

 

(9)            the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

 

The undersigned may, IF AND ONLY IF UNABLE TO MAKE ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN CLAUSES (1)-(9) ABOVE, elect to have its private notes registered in the shelf registration described in the Registration Rights Agreement, dated as of May 25, 2021, by and among Innovative Industrial Properties, Inc., the Company, the subsidiaries of the Company, and BTIG, LLC, as representative of the initial purchasers, in the form filed or incorporated by reference as an exhibit to the registration statement of which the prospectus is a part (the “Registration Statement”). Such election may be made by checking a box under “Special Issuance Instructions” below. By making such election, the undersigned agrees, as a holder of restricted securities participating in a shelf registration, severally and not jointly, to indemnify and hold harmless the Company, the guarantors, their respective agents, employees, directors and officers and each Person who controls the Company or the guarantors, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended, against any and all losses, claims, damages, liabilities and judgments caused by (1) any untrue statement or alleged untrue statement of any material fact contained in the shelf registration statement filed with respect to such private notes or the prospectus or in any amendment thereof or supplement thereto or (2) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, claim, damage, liability or judgment arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein based on information relating to the undersigned furnished to the Company in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreement.

 

If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for private notes, it represents that the private notes were acquired as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer and private notes held for its own account were not acquired as a result of market-making or other trading activities, such private notes cannot be exchanged pursuant to the exchange offer.

 

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

 

Tendered private notes may be withdrawn at any time prior to 5:00 p.m., New York City time on, __________, 2021, or on such later date or time to which the Company may extend the exchange offer.

 

Unless otherwise indicated herein under the box entitled “Special Issuance Instructions” below, exchange notes, and private notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, exchange notes, and private notes not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of exchange notes, the exchange agent will credit the account maintained by DTC with any private notes not tendered. The Company has no obligation pursuant to the “Special Issuance Instructions” to transfer any private notes from the name of the registered holder thereof if the Company does not accept for exchange any of the principal amount at maturity of such private notes so tendered.

 

The exchange notes will bear interest from the date of original issuance of the private notes or, if interest has already been paid on the private notes, from the date interest was most recently paid. Interest on the private notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

 

 

 

 

PLEASE SIGN HERE
(To Be Completed By All Tendering Holders of Private Notes)

 

This letter of transmittal must be signed by the registered holder(s) of private notes exactly as their name(s) appear(s) on certificate(s) for private notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Company or the trustee for the private notes to comply with the restrictions on transfer applicable to the private notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the exchange agent of such person’s authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the private notes, then the registered holder(s) must sign a valid power of attorney.

 

X  

 

X  

Signature(s) of Holder(s) or Authorized Signatory

 

Dated: ______________, 2021

 

Name(s):  

 

Capacity:  

 

Address:  
 
(Zip Code)

 

Area Code and Telephone No.:  

 

GUARANTEE OF SIGNATURE(S)
(If required—see Instructions 2 and 5 below)

 

Certain Signatures Must Be Guaranteed by a Signature Guarantor
 
 
(Name of Signature Guarantor Guaranteeing Signatures)
 
 
(Address (including zip code) and Telephone Number (including area code) of Firm)
 
 
(Authorized Signature)
 
 
(Printed Name)
 
 
(Title)
 
Dated: ______________, 2021

 

 

 

 

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 through 7)

 

To be completed ONLY if (1) certificates for private notes in a principal amount at maturity not tendered are to be issued in the name of, or exchange notes issued pursuant to the exchange offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled “Description of Private Notes” within this letter of transmittal, (2) private notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above or (3) exchange notes issued pursuant to the exchange offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above.

 

Issue:

 

¨ Exchange Notes, to:

 

¨ Private Notes, to:

 

Name(s)  
   
Address  
   
Telephone Number:  
 
 
(Tax Identification or Social Security Number)
   
DTC Account Number:  

 

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 Through 7)

 

To be completed ONLY if certificates for private notes in a principal amount at maturity not tendered, or exchange notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the box entitled “Description of Private Notes” within this letter of transmittal.

 

Deliver:

 

¨ Exchange Notes, to:

 

¨ Private Notes, to:

 

Name(s)  
   
Address  
   
Telephone Number:  
 
(Tax Identification or Social Security Number)

 

Is this a permanent address change? (check one box)

 

¨ Yes

 

¨ No

 

2 

 

 

INSTRUCTIONS TO LETTER OF TRANSMITTAL
(Forming part of the terms and conditions of the Exchange Offer)

 

1.            DELIVERY OF THIS LETTER OF TRANSMITTAL AND PRIVATE NOTES. This letter of transmittal is to be completed by holders of private notes if certificates representing such private notes are to be forwarded herewith, or, unless an agent’s message is utilized, if tender is to be made by book-entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under “The Exchange Offer — Procedures for Tendering.” For a holder to properly tender private notes pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent’s message in the case of a book entry transfer, must be received by the exchange agent at its address set forth herein on or prior to the expiration date, and either (1) certificates representing such private notes must be received by the exchange agent at its address, or (2) such private notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under “The Exchange Offer — Procedures for Tendering — Book-Entry Transfer” and a book-entry confirmation must be received by the exchange agent on or prior to the expiration date. A holder who desires to tender private notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose private notes are not immediately available must comply with the guaranteed delivery procedures discussed below.

 

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE PRIVATE NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY OLD NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO THE COMPANY.

 

If a holder desires to tender private notes pursuant to the exchange offer and (1) certificates representing such private notes are not immediately available, (2) time will not permit such holder’s letter of transmittal, certificates representing such private notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, such holder may nevertheless tender such private notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures set forth in the prospectus under “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery” are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible guarantor institution (as defined below), (2) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Company herewith, or an agent’s message with respect to a guaranteed delivery that is accepted by the Company, must be received by the exchange agent on or prior to the expiration date, and (3) the certificates for the tendered private notes, in proper form for transfer (or a book-entry confirmation of the transfer of such private notes into the exchange agent’s account at DTC as described in the prospectus) together with a letter of transmittal (or manually signed facsimile thereof) properly completed and duly executed, with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, must be received by the exchange agent within three New York Stock Exchange, Inc. trading days after the execution of the notice of guaranteed delivery.

 

The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery. For private notes to be properly tendered pursuant to the guaranteed delivery procedure, the exchange agent must receive a notice of guaranteed delivery prior to the expiration date. As used herein and in the prospectus, an “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

 

2.            GUARANTEE OF SIGNATURES. Signatures on this letter of transmittal must be guaranteed by a member of or participant in STAMP, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program or by an eligible guarantor institution unless the private notes tendered hereby are tendered (1) by a registered holder of private notes (or by a participant in DTC whose name appears on a security position listing as the owner of such private notes) who has signed this letter of transmittal and who has not completed any of the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions,” on the letter of transmittal, or (2) for the account of an eligible guarantor institution. If the private notes are registered in the name of a person other than the signer of the letter of transmittal or if private notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder or if private notes not tendered are to be sent to someone other than the registered holder, then the signature on this letter of transmittal accompanying the tendered private notes must be guaranteed as described above. Beneficial owners whose private notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender private notes. See “The Exchange Offer — Procedures for Tendering,” in the prospectus.

 

3 

 

 

3.            WITHDRAWAL OF TENDERS. Tenders of private notes may be withdrawn at any time on or prior to the expiration date. For a withdrawal of tendered private notes to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be received by the exchange agent on or prior to the expiration date at its address set forth on the cover of this letter of transmittal. Any such notice of withdrawal must (1) specify the name of the person who tendered the private notes to be withdrawn, (2) identify the private notes to be withdrawn, including the certificate number or numbers shown on the particular certificates evidencing such private notes (unless such private notes were tendered by book-entry transfer), the aggregate principal amount at maturity represented by such private notes and the name of the registered holder of such private notes, if different from that of the person who tendered such private notes, (3) be signed by the holder of such private notes in the same manner as the original signature on the letter of transmittal by which such private notes were tendered (including any required signature guarantees), or be accompanied by (a) documents of transfer sufficient to have the trustee register the transfer of the private notes into the name of the person withdrawing such notes, and (b) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder (unless the private notes were tendered by book entry transfer), and (4) specify the name in which any such private notes are to be registered, if different from that of the registered holder. If the private notes were tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering — Book-Entry Transfer” in the prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of private notes and must otherwise comply with the procedures of DTC. If the private notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written or facsimile notice of such withdrawal even if physical release is not yet effected.

 

Any permitted withdrawal of private notes may not be rescinded. Any private notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. However, properly withdrawn private notes may be retendered by following one of the procedures described in the prospectus under the caption “The Exchange Offer — Procedures for Tendering” at any time prior to the expiration date.

 

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. Neither the Company, any affiliates of the Company, the exchange agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

 

4.            PARTIAL TENDERS. Tenders of private notes pursuant to the exchange offer will be accepted only in principal amounts at maturity equal to $2,000 or integral multiples of $1,000 in excess thereof. If less than the entire principal amount at maturity of any private notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount at maturity tendered in the last column of the box entitled “Description of Private Notes” herein. The entire principal amount at maturity represented by the certificates for all private notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount at maturity of all private notes held by the holder is not tendered, new certificates for the principal amount at maturity of private notes not tendered and exchange notes issued in exchange for any private notes tendered and accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on this letter of transmittal (see Instruction 6), as soon as practicable following the expiration date.

 

5.            SIGNATURE ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this letter of transmittal is signed by the registered holder(s) of the private notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If this letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the private notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the private notes.

 

If any of the private notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

 

If any tendered private notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

 

4 

 

 

If this letter of transmittal is signed by the holder, and the certificates for any principal amount at maturity of private notes not tendered are to be issued (or if any principal amount at maturity of private notes that is not tendered is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the account of DTC of the registered holder, and exchange notes exchanged for private notes in connection with the exchange offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered private notes nor provide a separate bond power. In any other case (including if this letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for private notes tendered or transmit a separate properly completed bond power with this letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such private notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of private notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Company or the trustee for the original private notes may require in accordance with the restrictions on transfer applicable to the private notes. See Instruction 2.

 

Endorsements on certificates for private notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing this letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

 

If this letter of transmittal or any certificates representing private notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the exchange agent, in its sole discretion, of their authority so to act must be submitted with this letter of transmittal.

 

6.            SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate in the applicable box or boxes the name and address to which private notes for principal amounts at maturity not tendered or exchange notes exchanged for private notes in connection with the exchange offer are to be issued or sent, if different from the name and address of the holder signing this letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that private notes not exchanged be credited to such accounted maintained at DTC as such holder may designate. If no instructions are given, private notes not tendered will be returned to the registered holder of the private notes tendered. For holders of private notes tendered by book-entry transfer, private notes not tendered will be returned by crediting the account at DTC designated above.

 

7.            TAXPAYER IDENTIFICATION NUMBER AND IRS FORM W-9. Each tendering holder should provide the exchange agent with its correct taxpayer identification number, which, in the case of a holder who is an individual, is his or her social security number. If the exchange agent is not provided with the correct taxpayer identification number or an adequate basis for an exemption, the holder may be subject to backup withholding in an amount currently equal to up to 28% of any reportable payments made with respect to the private notes and a $50 penalty imposed by the Internal Revenue Service. If withholding results in an over-payment of taxes, a refund may be obtained.

 

To prevent backup withholding on any reportable payments, each holder tendering private notes must provide such holder’s correct taxpayer identification number by completing the included IRS Form W-9, certifying that the taxpayer identification number provided is correct (or that such holder is awaiting a taxpayer identification number), and that (1) such holder is exempt from backup withholding, (2) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (3) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. See the instructions to the included IRS Form W-9.

 

Certain holders tendering private notes are exempt from these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder that is a U.S. person (as defined in the instructions to the IRS Form W-9) should provide its correct taxpayer identification number and check the “Exempt payee” box on the IRS Form W-9. In order for a non-U.S. person to qualify as exempt, such person must submit an appropriate IRS Form W-8. An IRS Form W-8 may be obtained from the Internal Revenue Service website at www.irs.gov or from the exchange agent.

 

The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligation regarding backup withholding.

 

8.            TRANSFER TAXES. The Company will pay all transfer taxes, if any, required to be paid by the Company in connection with the exchange of the private notes for the exchange notes. If, however, exchange notes, or private notes for principal amounts at maturity not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the private notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the private notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

 

5 

 

 

 

9.           MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES. If any certificate representing private notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the exchange agent at the address indicated above. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

 

10.         IRREGULARITIES. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of private notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any or all tenders of any private notes determined by it not to be in proper form or the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion subject to applicable law, to waive or amend any of the conditions of the exchange offer for all holders of private notes or to waive any defects or irregularities of tender for any private notes. The Company’s interpretations of the terms and conditions of the exchange offer (including, without limitation, the instructions in this letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as the Company shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such private notes shall not be deemed to have been made until such irregularities have been cured or waived. Any private notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless such holders have otherwise provided herein, promptly following the expiration date. None of the Company, any of its affiliates, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification.

 

11.         REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent at the address and telephone number set forth above. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

 

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR PRIVATE NOTES OR A BOOK-ENTRY-CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

 

6 

 

 

Form W-9

(Rev. October 2018)

 

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

 

► Go to www.irs.gov/FormW9 for instructions and the latest information.

Give Form to the
requester. Do not
send to the IRS.
 

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

 

 

2 Business name/disregarded entity name, if different from above

 

Print or type.
See Specific Instructions on page 3. 		 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

4 Exemptions (codes apply only to
certain entities, not individuals; see
instructions on page 3):

 

Exempt payee code (if any)_________

 

Exemption from FATCA reporting
code (if any)____________________

 

(Applies to accounts maintained outside the U.S.)

 ¨ Individual/Sole proprietor or single-member LLC ¨ C Corporation ¨ S Corporation ¨ Partnership ¨ Trust/estate
 ¨ Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ► ________
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.
 ¨ Other (see instructions) ► 
 

5 Address (number, street, and apt. or suite no.) See instructions.

 

Requester’s name and address (optional)
 

6 City, state, and ZIP code

 

 

7 List account number(s) here (optional)

 

Part I Taxpayer Identification Number (TIN)
   
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Social security number
                     

 

 

    -     -        

 

or

   
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Employer identification number
 

 

 

  -              
                     
Part II           Certification

Under penalties of perjury, I certify that:

 

1.       The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

 

2.       I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

 

3.       I am a U.S. citizen or other U.S. person (defined below); and

 

4.       The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

 

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

 

Sign Here Signature of
U.S. person ► 		Date ►
                                                             

General Instructions

 

Section references are to the Internal Revenue Code unless otherwise noted.

 

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

 

  Cat. No. 10231X Form W-9 (Rev. 10-2018)

 

Form W-9 (Rev. 10-2018)   Page 2

 

 

Purpose of Form

 

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

 

· Form 1099-INT (interest earned or paid)

 

· Form 1099-DIV (dividends, including those from stocks or mutual funds)

 

· Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

 

· Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

 

· Form 1099-S (proceeds from real estate transactions)

 

· Form 1099-K (merchant card and third party network transactions)

 

· Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

 

· Form 1099-C (canceled debt)

 

· Form 1099-A (acquisition or abandonment of secured property)

 

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

 

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

 

By signing the filled-out form, you:

 

1.            Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

 

2.            Certify that you are not subject to backup withholding, or

 

3.            Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

 

4.            Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

 

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

 

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

 

· An individual who is a U.S. citizen or U.S. resident alien;

 

· A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

 

· An estate (other than a foreign estate); or

 

· A domestic trust (as defined in Regulations section 301.7701-7).

 

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

 

Form W-9 (Rev. 10-2018)   Page 3

 

 

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

 

· In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

 

· In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

 

· In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

 

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

 

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

 

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

 

1.            The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

 

2.            The treaty article addressing the income.

 

3.            The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

 

4.            The type and amount of income that qualifies for the exemption from tax.

 

5.            Sufficient facts to justify the exemption from tax under the terms of the treaty article.

 

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

 

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

 

Backup Withholding

 

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

 

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

 

Form W-9 (Rev. 10-2018)   Page 4

 

 

Payments you receive will be subject to backup withholding if:

 

1.            You do not furnish your TIN to the requester,

 

2.            You do not certify your TIN when required (see the instructions for Part II for details),

 

3.            The IRS tells the requester that you furnished an incorrect TIN,

 

4.            The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

 

5.            You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

 

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

 

Also see Special rules for partnerships, earlier.

 

What is FATCA Reporting?

 

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

 

Updating Your Information

 

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

 

Penalties

 

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

 

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

 

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

 

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

 

Specific Instructions

 

Line 1

 

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

 

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

 

a.            Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

 

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

 

Form W-9 (Rev. 10-2018)   Page 5

 

 

b.            Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

 

c.            Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

 

d.            Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

 

e.            Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

 

Line 2

 

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

 

Line 3

 

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

 

IF the entity/person on line 1 is a(n) . . .

THEN check the box for . . .
• Corporation Corporation

• Individual

• Sole proprietorship, or

• Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.

Individual/sole proprietor or single-member LLC

• LLC treated as a partnership for U.S. federal tax purposes,

• LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or

• LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.

Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)

 

• Partnership Partnership
• Trust/estate Trust/estate

 

Line 4, Exemptions

 

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

 

Exempt payee code.

 

· Generally, individuals (including sole proprietors) are not exempt from backup withholding.

 

· Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

 

· Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

 

· Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

 

Form W-9 (Rev. 10-2018)   Page 6

 

 

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

 

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

 

2—The United States or any of its agencies or instrumentalities

 

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

 

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

 

5—A corporation

 

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

 

7—A futures commission merchant registered with the Commodity Futures Trading Commission

 

8—A real estate investment trust

 

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

 

10—A common trust fund operated by a bank under section 584(a) 11—A financial institution

 

12—A middleman known in the investment community as a nominee or custodian

 

13—A trust exempt from tax under section 664 or described in section 4947

 

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

 

IF the payment is for . . . THEN the payment is exempt for . . .
Interest and dividend payments All exempt payees except for 7
Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations.  S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.

2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

 

Form W-9 (Rev. 10-2018)   Page 7

 

 

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

 

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

 

B—The United States or any of its agencies or instrumentalities

 

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

 

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

 

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

 

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

 

G—A real estate investment trust

 

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

 

I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581

 

K—A broker

 

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

 

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

 

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

 

Line 5

 

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

 

Line 6

 

Enter your city, state, and ZIP code.

 

Part I. Taxpayer Identification Number (TIN)

 

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

 

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

 

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

 

Form W-9 (Rev. 10-2018)   Page 8

 

 

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

 

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

 

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

 

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

 

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

 

Part II. Certification

 

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

 

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

 

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

 

1.            Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

 

2.            Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

 

3.            Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

 

4.            Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

 

5.            Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

 

Form W-9 (Rev. 10-2018)   Page 9

 

 

What Name and Number To Give the Requester
For this type of account: Give name and SSN of:
1. Individual The individual
   
2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1
   
3. Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account
   
4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2
   
5. a.  The usual revocable savings trust (grantor is also trustee) The grantor-trustee1
   
b.  So-called trust account that is not a legal or valid trust under state law The actual owner1
   
6. Sole proprietorship or disregarded entity owned by an individual The owner3
   
7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The grantor*
   
For this type of account: Give name and EIN of:
8. Disregarded entity not owned by an individual The owner
   
9. A valid trust, estate, or pension trust Legal entity4
   
10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation
   
11. Association, club, religious, charitable, educational, or other tax- exempt organization The organization
   
12. Partnership or multi-member LLC The partnership
   
13. A broker or registered nominee The broker or nominee
   
For this type of account: Give name and EIN of:
14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity
   
15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) The trust
   

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

 

2 Circle the minor’s name and furnish the minor’s SSN.

 

3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

 

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.

 

*Note: The grantor also must provide a Form W-9 to trustee of trust.

 

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

 

Form W-9 (Rev. 10-2018)   Page 10

 

 

Secure Your Tax Records From Identity Theft

 

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

 

To reduce your risk:

 

· Protect your SSN,

 

· Ensure your employer is protecting your SSN, and

 

· Be careful when choosing a tax preparer.

 

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

 

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

 

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

 

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

 

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

 

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

 

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

 

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

 

Privacy Act Notice

 

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

 

Form W-9 (Rev. 10-2018)   Page 11

 

 

 

Exhibit 99.2

 

NOTICE OF GUARANTEED DELIVERY 

For Tender Of Any And All Outstanding 

5.50% Senior Notes due 2026

 

of

 

IIP Operating Partnership, LP

 

Pursuant to the Prospectus Dated _______, 2021

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______, 2021, UNLESS EXTENDED (THE “EXPIRATION DATE”).

 

The Exchange Agent for the Exchange Offer is:

 

GLAS TRUST COMPANY LLC

 

By Hand, Overnight Delivery or Mail
(Registered or Certified Mail
Recommended): 		  By Facsimile Transmission
(for eligible institutions only)
     
    212-202-6246
GLAS TRUST COMPANY LLC   Attn: Transaction Management for IIPR
     
3 Second Street, Suite 206   Fax cover sheets should provide a call
Jersey City, NJ 07311   back number and request a call back,
Attn: Transaction Management for IIPR   upon receipt.
     
Email: clientservices.americas@glas.agency   Confirm receipt by calling:
    201-839-2200

 

For Information Call: 

201-839-2200 

Email: clientservices.americas@glas.agency

 

This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the exchange offer (as defined below) if (1) certificates for IIP Operating Partnership, LP’s 5.50% Senior Notes due 2026 (the “private notes”) are not immediately available, (2) private notes, the letter of transmittal, and all other required documents cannot be delivered to the exchange agent prior to the expiration date, or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the expiration date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand, or overnight courier to the exchange agent prior to the expiration date, See “The Exchange Offer – Procedures for Tendering – Guaranteed Delivery” in the prospectus.

 

 

 

 

Transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above or delivery of this notice of guaranteed delivery to an address other than as set forth above will not constitute a valid delivery.

 

This notice of guaranteed delivery is not to be used to guarantee signatures. If an “eligible institution” is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.

 

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

 

Ladies and Gentlemen:

 

The undersigned hereby tenders to IIP Operating Partnership, LP (the “Company”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of private notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer – Procedures for Tendering – Guaranteed Delivery.” The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to the Company with respect to the private notes tendered pursuant to the exchange offer.

 

The undersigned understands that tenders of the private notes will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000 in excess thereof. The undersigned also understands that tenders of the private notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. For a withdrawal of a tender of private notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under “The Exchange Offer – Withdrawal of Tenders.”

 

The undersigned understands that the exchange of any exchange notes for private notes will be made only after timely receipt by the exchange agent of (1) the certificates of the tendered private notes, in proper form for transfer (or a book-entry confirmation of the transfer of such private notes into the exchange agent’s account at The Depository Trust Company), and (2) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent’s message), within three New York Stock Exchange, Inc. trading days after the execution hereof.

 

All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

 

 

 

 

PLEASE SIGN AND COMPLETE

 

X     Date:  

X     Address:  

Signature(s) of Registered Holder(s) or
  Area Code and Telephone No.:  
Authorized Signatory    
     
Name(s) of Registered Holder(s):   If private notes will be delivered by book-entry
    transfer, provide information below:
     
Series and Principal Amount of Private   Name of Tendering Institution:
Notes Tendered*:    
     
     
Certificate No.(s) of Private Notes (if   Depository Account No. with DTC:
available):    
     

*Must be in denominations of $2,000
  Transaction Code Number:  
and integral multiples of $1,000 in      
excess thereof.      

 

DO NOT SEND PRIVATE NOTES WITH THIS FORM. PRIVATE NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT’S MESSAGE.

 

This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for private notes or on a security position listing as the owner of private notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

 

PLEASE PRINT NAME(S) AND ADDRESS(ES)

 

Name:  

 

Capacity:  

 

Address(es):  

 

 

 

 

THE GUARANTEE BELOW MUST BE COMPLETED

 

GUARANTEE 

(Not to be used for Signature Guarantee)

 

The undersigned, an “eligible guarantor institution” meeting the requirements of the registrar for the private notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the private notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees that the private notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “The Exchange Offer – Procedures for Tendering – Guaranteed Delivery”), and that the exchange agent will receive (a) such private notes, or a book-entry confirmation of the transfer of such private notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof.

 

The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and private notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.

 

Name of Firm:  

 

Authorized Signature:  

 

Title:  

 

Address:  

 

Are Code and Telephone Number:  

 

Dated: ________________________, 2021

 

 

 

 

Exhibit 99.3

 

IIP OPERATING PARTNERSHIP, LP

 

Offer to exchange its 5.50% Senior Notes due 2026, which have been registered under the
Securities Act of 1933, for any and all of its outstanding 5.50% Senior Notes due 2026

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ________, 2021, UNLESS EXTENDED.

 

_________, 2021

 

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

 

We are offering, upon the terms and subject to the conditions set forth in the prospectus dated ________, 2021 (the “prospectus”) and the accompanying letter of transmittal enclosed herewith (which together constitute the “exchange offer”), to exchange up to $300,000,000 aggregate principal amount of our new 5.50% Senior Notes due 2026, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “exchange notes”), for any and all of our outstanding 5.50% Senior Notes due 2026 (the “private notes”). As set forth in the prospectus, the terms of the exchange notes are substantially identical to the private notes, except that the exchange notes have been registered under the Securities Act, and the transfer restrictions, registration rights and additional interest provisions applicable to the private notes will not apply to the exchange notes. Private notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

The exchange offer is subject to certain conditions. See “The Exchange Offer – Conditions” in the prospectus.

 

Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

 

1. The prospectus, dated _________, 2021;

 

2. The letter of transmittal for your use and for the information of your clients (facsimile copies of the letter of transmittal may be used to tender private notes);

 

3. A form of letter which may be sent to your clients for whose accounts you hold private notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer; and

 

4. A notice of guaranteed delivery.

 

Your prompt action is requested. Please note the exchange offer will expire are 5:00 p.m., New York City time, on _________, 2021, unless extended. Please furnish copies of the enclosed materials to those of your clients for whom you hold private notes registered in your name or in the name of your nominee as quickly as possible.

 

 

 

 

In all cases, exchanges of private notes pursuant to the exchange offer will be made only after timely receipt by the exchange agent (as defined in the prospectus) of (1) certificates representing such private notes, or a book-entry confirmation (as defined in the prospectus), as the case may be, (2) the letter of transmittal (or facsimile thereof), properly completed and duly executed, or an agent’s message (as defined in the prospectus), and (3) any other required documents.

 

Holders who wish to tender their private notes and (1) whose private notes are not immediately available, (2) who cannot deliver their private notes, the letter of transmittal or an agent’s message and any other documents required by the letter of transmittal to the exchange agent prior to 5:00 p.m., New York City time, on _______, 2021 (unless extended), or (3) who cannot comply with the procedures for delivery by book-entry transfer prior to 5:00 p.m. New York City time, on _______, 2021 (unless extended), must tender their private notes according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery” in the prospectus.

 

We are not making the exchange offer to, nor will we accept tenders from or on behalf of, holders of private notes residing in any jurisdiction in which the making of the exchange offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

 

We will not make any payments to brokers, dealers or other persons for soliciting acceptances of the exchange offer. We will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. We will pay or cause to be paid any transfer taxes payable on the transfer of private notes to us, except as otherwise provided in instruction 8 of the letter of transmittal.

 

Questions and requests for assistance with respect to the exchange offer or for copies of the prospectus and letter of transmittal may be directed to the exchange agent at its numbers and address set forth in the prospectus.

 

  Very truly yours,
   
  IIP OPERATING PARTNERSHIP, LP
   

 

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person our agent or the agent of any of our affiliates, or authorize you or any other person to make any statements or use any document on behalf of any of us in connection with the exchange offer other than the enclosed documents and the statements contained therein.

 

 

 

 

Exhibit 99.4

 

Instruction to Registered Holders and DTC Participants 

From Beneficial Owner of 5.50% Senior Notes due 2026

 

Of

 

IIP OPERATING PARTNERSHIP, LP

 

The undersigned hereby acknowledges receipt of the prospectus, dated _________, 2021, of IIP Operating Partnership, LP, a Delaware limited partnership (the “Company”), and the letter of transmittal, that together constitute the Company’s offer to exchange up to $300,000,000 aggregate principal amount of its new 5.50% Senior Notes due 2026 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered 5.50% Senior Notes due 2026 (the “private notes”). Private notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

 

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the exchange offer with respect to the private notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the letter of transmittal.

 

The aggregate face amount of the private notes held by you for the account of the undersigned is (fill in amount): $_________________________ of 5.50% Senior Notes due 2026.

 

With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):

 

¨ To TENDER ALL of the private notes held by you for the account of the undersigned.

 

¨ To TENDER the following private notes held by you for the account of the undersigned (insert principal amount of private notes to be tendered, if any): $___________ of 5.50% Senior Notes due 2026.

 

¨ NOT to TENDER the following private notes held by you for the account of the undersigned.

 

If the undersigned instructs you to tender private notes held by you for the account of the undersigned, the undersigned represents, warrants and agrees that:

 

· You are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties and agreements contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations, that:

 

o The exchange notes acquired pursuant to the exchange offer being acquired in the ordinary course of business of the undersigned;

 

 

 

 

o The undersigned is not engaging in and does not intend to engage in a distribution of the exchange notes;

 

o The undersigned does not have an arrangement or understanding with any person to participate in the distribution of such exchange notes;

 

o The undersigned is not an “affiliate” of the Company, Innovative Industrial Properties, Inc. or any subsidiary of the Company or Innovative Industrial Properties, Inc., within the meaning of Rule 405 under the Securities Act;

 

o If the undersigned is a resident of the State of California, it falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations;

 

o If the undersigned is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985;

 

o Any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

 

o A secondary resale transaction described in the previous bullet point and any resales of exchange notes or interests therein obtained by such holder in exchange for private notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC;

 

o If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for private notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, the undersigned is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

 

o The undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations.

 

 

 

 

· You, on behalf of the undersigned, agree to the terms set forth in the letter of transmittal; and

 

· You will take such other action as necessary under the prospectus or the letter of transmittal to effect the valid tender of private notes.

 

If an executed copy of this instruction letter is returned, the entire principal amount of private notes held for the undersigned’s account will be tendered unless otherwise specified above.

 

The undersigned hereby represents and warrants that the undersigned (1) owns the private notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the private notes and to acquire exchange notes issuable upon the exchange of such tendered private notes, and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title to the tendered private notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind.

 

SIGN HERE

 

Name of beneficial owner(s) (please print):  

 

Signature(s):  

 

Capacity (full title), if signing in a fiduciary or representative capacity:  

 

Address:  

 

Telephone Number:  

 

Taxpayer Identification Number or Social Security Number:  

 

Date:  

 

 

 

 

Exhibit 99.5

 

IIP OPERATING PARTNERSHIP, LP

 

Offer to exchange its 5.50% Senior Notes due 2026,

which have been registered under the Securities Act of 1933,

for any and all of its outstanding 5.50% Senior Notes due 2026

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________, 2021, UNLESS EXTENDED.

 

____________, 2021

 

To Our Clients:

 

Enclosed for your consideration is a prospectus dated ______, 2021 (the “prospectus”) and the accompanying letter of transmittal (which together constitute the “exchange offer”) relating to the offer by IIP Operating Partnership, LP (the “Company”) to exchange up to $300,000,000 aggregate principal amount of its new 5.50% Senior Notes due 2026, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “exchange notes”), for any and all of its outstanding 5.50% Senior Notes due 2026 (the “private notes”). As set forth in the prospectus, the terms of the exchange notes are substantially identical to the private notes, except that the exchange notes have been registered under the Securities Act and therefore will not be subject to certain restrictions on their transfer and will not contain certain provisions providing for an increase in the interest rate thereon under the circumstances set forth in the registration rights agreement described in the prospectus. Private notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

 

We are forwarding the enclosed material to you as the beneficial owner of private notes held by us for your account or benefit but not registered in your name. Only we may tender private notes in the exchange offer as the registered holder, if you so instruct us. Therefore, the Company urges beneficial owners of private notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such holder promptly if they wish to exchange private notes in the exchange offer.

 

Accordingly, we request instructions as to whether you wish us to exchange any or all private notes held by us for your account or benefit pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal. We urge you to read carefully the prospectus and the letter of transmittal before instructing us to exchange your private notes.

 

You should forward instructions to us as promptly as possible in order to permit us to exchange private notes on your behalf before the exchange offer expires at 5:00 p.m., New York City time, on ____, 2021, unless extended. A tender of private notes may be withdrawn at any time prior to the expiration time, which is 5:00 p.m., New York City time, on _______, 2021, or the latest time to which the exchange offer is extended.

 

 

We call your attention to the following:

 

1. The exchange offer will expire at 5:00 p.m., New York City time, on ___________, 2021, unless extended. Private notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to 5:00 p.m., New York City time, on the expiration date.

 

2. The exchange offer is for the exchange of $2,000 principal amount of exchange notes, and integral multiples of $1,000 in excess thereof, for each $2,000 principal amount of private notes, and integral multiples of $1,000 in excess thereof. An aggregate principal amount of $300,000,000 of private notes was outstanding as of _____, 2021.

 

3. The exchange offer is subject to certain conditions. See “Exchange Offer — Conditions” in the prospectus.

 

4. The Company has agreed to pay certain of the expenses of the exchange offer. It will pay any transfer taxes incident to the transfer of private notes from the tendering holder to the Company, except as provided in the prospectus and the letter of transmittal. See “The Exchange Offer — Fees and Expenses” in the prospectus and instruction 8 of the letter of transmittal.

 

5. Based on an interpretation of the Securities Act by the staff of the Securities Exchange Commission, the Company believes that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act so long as:

 

a. You are acquiring the exchange notes in the ordinary course of your business;

 

b. You are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange notes;

 

c. You are not an “affiliate” of the Company, Innovative Industrial Properties, Inc., or any subsidiary of the Company or Innovative Industrial Properties, Inc.; and

 

d. You are not a broker-dealer that acquired any of its private notes directly from the Company.

 

The Company is not making the exchange offer to, nor will it accept tenders from or on behalf of, holders of private notes residing in any jurisdiction in which the making of the exchange or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

 

If you wish us to tender any or all of your private notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form entitled “Instruction to Registered Holders and DTC Participants From Beneficial Owner of 5.50% Senior Notes due 2026.” The accompanying letter of transmittal is furnished to you for informational purposes only and may NOT be used by you to exchange private notes held by us and registered in our name for your account or benefit.

 

 

Exhibit 99.6

 

EXCHANGE AGENT AGREEMENT

 

This Exchange Agent Agreement (this “Agreement”) is entered into as of this day of , 2021 by and between IIP Operating Partnership, LP, a Delaware limited partnership (the “Company”), and GLAS TRUST COMPANY LLC, a limited liability company organized and existing under the laws of the State of New Hampshire (hereinafter referred to from time to time as “GLAS” or the “Exchange Agent”).

 

WHEREAS, the Company is offering to exchange all of its outstanding 5.50% Senior Notes due 2026 (the “Notes”) for its 5.50% Senior notes due 2026 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), upon the terms and subject to the conditions set forth in the Prospectus dated , 2021 (the “Prospectus”), and the related Letter of Transmittal, which together, as they may be supplemented or amended from time to time, constitute the “Offer.” All capitalized terms not defined herein shall have the meaning ascribed to such term in the Offer;

 

WHEREAS, the Offer is expected to be commenced by the Company on , 2021. The Letter of Transmittal that accompanies the Offer is to be used by the holders of the Notes to accept the Offer. The Letter of Transmittal contains instructions with respect to the delivery of certificates for Notes tendered in connection therewith;

 

WHEREAS, the Offer shall expire at 5:00 p.m., New York City time, on , 2021, or on such subsequent date or time to which the Company may extend the Offer (the “Expiration Date”). Subject to the terms and conditions of the Offer, the Company expressly reserves the right to extend the Offer from time to time and may extend the Offer by giving oral (promptly confirmed in writing) or written notice to the Exchange Agent before 9:00 a.m., New York City time, on the business day following the scheduled Expiration Date;

 

WHEREAS, the Company expressly reserves the right, in its sole discretion, to (1) delay accepting any validly tendered Notes or (2) terminate or amend the Offer, in each case, by giving oral or written notice (any such oral notice to be promptly confirmed in writing) of such delay, termination or amendment to the Exchange Agent. Any such delay in acceptance, termination or amendment will be followed as promptly as practicable by a public announcement (with a copy to the Exchange Agent) thereof by the Company.

 

NOW, THEREFORE, it is mutually agreed as follows:

 

1. The Company hereby appoints GLAS TRUST COMPANY LLC as exchange agent in connection with the Offer, and the Exchange Agent hereby accepts its appointment as exchange agent in accordance with this Agreement.

 

2. The Exchange Agent will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “The Exchange Offer” or as specifically set forth herein and no implied covenants or obligations shall be read into this Agreement against the Exchange Agent.

 

3. The Exchange Agent shall examine each of the Letters of Transmittal and certificates for Notes and any other documents delivered or mailed to the Exchange Agent by or for holders of the Notes to ascertain whether: (a) the Letters of Transmittal and such other documents as may be required are duly executed and properly completed in accordance with the instructions set forth therein; and (b) the Notes have otherwise been properly tendered in accordance with the instructions in the Offer. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Offer exists, the Exchange Agent will endeavor to inform the presenters of the need for fulfillment of the requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected. The Exchange Agent shall have no other responsibility with respect to such irregularities.

 

1

 

4. With the written approval of the Chief Financial Officer or General Counsel of the Company, the Exchange Agent is authorized to waive any irregularities in connection with any tender pursuant to the Offer.

 

5. Tenders of Notes may be made only as set forth in the section of the Prospectus captioned “Exchange Offer” and Notes shall be considered properly tendered or delivered to the Exchange Agent only when tendered in accordance with the procedures set forth therein.

 

6. Notwithstanding the provisions of Section 5 of this Agreement, Notes that the Chief Financial Officer or General Counsel of the Company shall approve in writing as having been properly tendered in accordance with section 4 of this Agreement shall be considered to be properly tendered.

 

7. The Exchange Agent shall advise the Company with respect to any tendered Notes received subsequent to the Expiration Date and accept such Notes for exchange if the Company informs the Exchange Agent in writing to accept such Notes. Absent written instructions from the Company within 3 business days of the receipt of tendered Notes past the Expiration Date, the Exchange Agent will return the tendered Notes to such noteholder.

 

8. The Exchange Agent shall accept tenders:

 

(a) in cases where the Notes are registered in two or more names only if signed by all named holders;

 

(b) in cases where the signatory indicated on the Letter of Transmittal is acting in a fiduciary or a representative capacity only when proper evidence of its authority to so act is submitted; and

 

(c) from persons other than the registered holder of Notes, provided that customary transfer requirements, including, but not limited to, signature guarantees are fulfilled, and applicable transfer taxes, if any, are paid.

 

Exchange Agent shall accept partial tenders of Notes (only to the extent that the partial tender is equal to $2,000 in aggregate principal amount and integral multiples of $1,000 in excess thereof) and deliver certificates for Notes to the registrar for split-up and return any untendered Notes to the holder as promptly as practicable after expiration or termination of the Offer.

 

9. Upon satisfaction or waiver of all of the conditions to the Offer, the Company will notify the Exchange Agent (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Notes properly tendered indicating the aggregate principal amount of Notes accepted. The Exchange Agent, on behalf of the Company, will exchange, in accordance with the terms hereof, accepted Notes for Exchange Notes and cause such Notes to be cancelled. Delivery of the Exchange Notes will be made on behalf of the Company by the Exchange Agent at the rate of $1,000 principal amount of Exchange Notes for each $1,000 principal amount of the corresponding series of Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of such Notes by the Company; provided, however, that in all cases, Notes tendered pursuant to the Offer will be exchanged only after timely receipt by the Exchange Agent of certificates for such Notes, a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents, or an agent’s message in lieu thereof. The Exchange Agent shall issue Exchange Notes only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

2

 

10. Notes tendered pursuant to the Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Notes tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date.

 

11. The Company shall not be required to exchange any Notes tendered if any of the conditions set forth in the Offer are not met. Notice of any decision by the Company not to exchange any Notes tendered shall be given (such notice, if given orally, to be promptly confirmed in writing) by the Company to the Exchange Agent.

 

12. If, pursuant to the Offer, the Company does not accept for exchange all or part of the Notes tendered, the Exchange Agent shall as soon as practicable after the expiration or termination of the Offer return those certificates representing Notes not accepted for exchange, together with any related required documents and the Letters of Transmittal relating thereto that are in the Exchange Agent’s possession, to the persons who deposited them.

 

13. All certificates for Exchange Notes and Notes not accepted for exchange shall be forwarded by first-class mail.

 

14. The Exchange Agent is not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, commercial bank, trust company or other persons or to engage or utilize any person to solicit tenders.

 

15. The Exchange Agent:

 

(a) shall not be liable for any act or omission by it unless such act or omission constitutes gross negligence or willful misconduct; in no event shall it be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether it has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement;

 

(b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between Exchange Agent and the Company;

 

(c) makes no representations and has no responsibility for the validity, sufficiency, value or genuineness of any of the certificates or the Notes represented thereby deposited with Exchange Agent pursuant to the Offer, and will not be required to and will make no representation as to the validity, sufficiency, value or genuineness of the Offer;

 

(d) shall not be obligated to take any action hereunder which might in the Exchange Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it;

 

(e) may conclusively rely on and shall be protected in acting or refraining from acting upon any tender, statement, request, document, certificate, agreement, opinion, notice, letter or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Exchange Agent shall in good faith reasonably believe to be genuine and to have been signed or presented by the proper person or persons;

 

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(f) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any officer of the Company;

 

(g) may consult with counsel of its selection, including its in-house counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Exchange Agent hereunder in accordance with the advice or opinion of such counsel;

 

(h) will not advise any person tendering Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of Notes or as to the market value, or the decline or appreciation in market value of any Notes;

 

(i) may perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

 

(j) the Company and the Exchange Agent agree that the Exchange Agent may seek adjudication of any adverse claim, demand or controversy over its person, in either a Federal or State court located in the State and County where either the Exchange Agent’s principal office or the administrative offices of the Company are located; the parties agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person claiming any interest herein.

 

(k) in no event shall the Exchange Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Exchange Agent shall use commercially reasonable efforts, consistent with accepted practices in the banking industry, to resume performance as soon as practicable under the circumstances.

 

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16. The Exchange Agent shall take such action as may from time to time be requested by the Company (and such other action as the Exchange Agent may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as described in the Prospectus) to all persons requesting such documents and to accept and comply with reasonable telephone requests for information relating to the Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Offer. All other requests for information relating to the Offer shall be directed to the Company, Attention: General Counsel. The Company will promptly furnish the Exchange Agent with copies of such documents at its request.

 

17. The Exchange Agent is authorized to cooperate with and to furnish information to any organization (and its representatives) designated from time to time by the Company in the manner directed or authorized by the Company in connection with the Offer and any tenders thereunder.

 

18. Up to and including the Expiration Date, the Exchange Agent shall send by email transmission to the General Counsel of the Company (at the email address brian.wolfe@iipreit.com), and such other person or persons as the Company may request weekly (and more frequently during the week immediately preceding the Expiration Date, if requested), a report of activity, if any, including as to the aggregate principal amount of Notes which have been tendered pursuant to the Offer and the items received by the Exchange Agent pursuant to this Agreement, separately reporting and giving cumulative totals as items properly received and items improperly received. In addition, the Exchange Agent also will inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by the Exchange Agent to the Company and such person as the Company may request, of access to those persons on the Exchange Agent’s staff who are responsible for receiving tenders, in order to ensure that promptly prior to the Expiration Date and each other Expiration Date, if any, the Company shall have received information in sufficient detail to enable it to decide whether to extend the Offer. The Exchange Agent shall then prepare a final list of all persons whose tenders were accepted, the principal amount of Notes tendered and the amount accepted, taking into account any Notes that the Company advised the Exchange Agent were not accepted as a result of proration, and deliver such list to the Company.

 

19. Letters of Transmittal and Notices of Guaranteed Delivery (when received by the Exchange Agent) shall be stamped by Exchange Agent as to the date, and, after the expiration of the Offer, the time, of receipt thereof and shall be preserved by Exchange Agent for a period of time at least equal to the period of time Exchange Agent preserves records pertaining to the transfer of securities. Exchange Agent shall dispose of unused Letters of Transmittal and other surplus materials in accordance with its customary procedures.

 

20. For services rendered hereunder, the Exchange Agent shall be entitled to such compensation as shall be agreed to in writing between the Company and the Exchange Agent and the Company promises to pay such compensation and to reimburse the Exchange Agent for the out-of-pocket expenses (including reasonable attorneys’ and other reasonable professionals’ fees and expenses) incurred by it in connection with the services rendered by it hereunder. The provisions of this section shall survive the termination of this Agreement.

 

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21. Exchange Agent hereby acknowledges receipt of the relevant offering materials, including, but not limited to, the Prospectus and the Letter of Transmittal, which may be received via electronic transmission in PDF format.

 

22. The Company agrees to indemnify the Exchange Agent for, and to hold it harmless against, any and all loss, liability, damage, claim, cost or expense, including attorneys’ fees and expenses (including the costs and expenses of defending against any claim of liability, regardless of who asserts such claim), incurred by the Exchange Agent that arises out of or in connection with its accepting appointment as, or acting as, Exchange Agent hereunder, except such losses, liabilities, damages, claims, costs or expenses as may result from the gross negligence or willful misconduct of the Exchange Agent, as finally adjudicated by a court of competent jurisdiction. The Exchange Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by it in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by the Exchange Agent to be genuine and presented by the proper person or persons and in accepting any tender or effecting any transfer of Notes believed by Exchange Agent in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Notes. The Exchange Agent shall notify the Company, by letter or facsimile transmission, of a claim against the Exchange Agent or of any other action commenced against the Exchange Agent, promptly after the Exchange Agent shall have received written notice thereof. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by the Exchange Agent, so long as the Company shall retain counsel satisfactory to the Exchange Agent; provided, that the Company shall not be entitled to assume the defense of any such action if the named parties to such action include both the Exchange Agent and the Company and representation of both parties by the same legal counsel would, in the written opinion of the Exchange Agent's counsel, be inappropriate due to actual or potential conflicting interests between the Exchange Agent and the Company. The provisions of this paragraph and paragraph 15 hereof shall survive the termination of this Agreement and the resignation or removal of the Exchange Agent.

 

23. Exchange Agent shall arrange to comply with all applicable withholding and tax reporting requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service as directed in writing by the Company.

 

24. Exchange Agent shall deliver or cause to be delivered in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the transfer of Notes to the Company, the Company’s payment in the amount of all transfer taxes so payable; provided, however, that Exchange Agent shall reimburse the Company for amounts refunded to Exchange Agent in respect of Exchange Agent payment of any such transfer taxes, at such time as such refund is received by Exchange Agent.

 

25. Any entity into which the Exchange Agent may be merged with or which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Exchange Agent shall be a party, or any entity succeeding to all or substantially all the corporate trust assets or business of the Exchange Agent shall be the successor Exchange Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

 

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26. This Agreement and the Exchange Agent’s appointment hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state and without regard to conflicts of laws principles thereof. This Agreement shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, the parties hereto expressly agree that no holder of the Notes or Exchange Notes shall have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The Exchange Agent may assign or transfer its rights under this Agreement to any of its affiliates without the prior written consent of any party hereto, provided that the Exchange Agent shall notify the Company in writing of such assignment or transfer promptly following the effectiveness thereof. For purposes of this Section, “affiliate” means any Person that directly or indirectly controls, or is under common control with, or is controlled by, the Exchange Agent, provided that “control” (including its correlative meanings -- “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

 

27. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT IT MIGHT HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

 

28. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

29. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

30. This Agreement shall not be amended, in whole or in part, except by a written instrument signed by the Company and the Exchange Agent. This Agreement may not be modified orally or by electronic mail (other than in PDF format).

 

31. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile and electronic transmission in PDF format) and shall be given to such party, addressed to it, at its address or facsimile number set forth below:

 

If to the Company:

 

IIP Operating Partnership, LP

11440 West Bernardo Court, Suite 100

San Diego, CA 92127

Attention: General Counsel

Email: brian.wolfe@iipreit.com

 

If to the Exchange Agent:

 

GLAS TRUST COMPANY LLC

3 Second Street, Suite 206

Jersey City, NJ 07311

Attention: Transaction Management for IIPR

Email: clientservices.americas@glas.agency

 

32. This Agreement, the Prospectus and the Letter of Transmittal constitute the entire agreement between the parties hereto. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to Exchange Agent duties, liabilities, compensation and indemnification as Exchange Agent.

 

33. Unless terminated sooner, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 15, 20 and 22 shall survive the termination of this Agreement. Upon any termination of this Agreement, Exchange Agent shall promptly deliver to the Company any certificates for Notes, funds or property then held by Exchange Agent as Exchange Agent under this Agreement.

 

34. This Agreement shall be binding and effective as of the date hereof.

 

35. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Exchange Agent, in order to help fight the funding of terrorism and prevent money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Exchange Agent. The parties to this Agreement agree that they will provide the Exchange Agent with such information as it may request in order for the Exchange Agent to satisfy the requirements of the U.S.A. Patriot Act.

 

[Signature pages to follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Exchange Agent Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first above written.

 

IIP OPERATING PARTNERSHIP, LP

 

By: Innovative Industrial Properties, Inc.,

its sole general partner

 

 

By:    
Name:  
Title:  

 

 

GLAS TRUST COMPANY LLC, as Exchange Agent

 

 

By:    
Name:  
Title: