|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6798
(Primary Standard Industrial
Classification Code Number)
|
| |
61-1800557
(I.R.S. Employer
Identification Number)
|
|
| 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 ☐
|
|
| | |||||||||||||||||||
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)
|
|
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 | | |
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 | | |
| | |
Page
|
| |||
| | | | ii | | | |
| | | | 1 | | | |
| | | | 6 | | | |
| | | | 13 | | | |
| | | | 14 | | | |
| | | | 15 | | | |
| | | | 25 | | | |
| | | | 44 | | | |
| | | | 46 | | | |
| | | | 47 | | | |
| | | | 48 | | | |
Experts | | | | | 48 | | |
| | | | 49 | | | |
| | | | 50 | | |
|
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.”
|
|
|
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”). | |
|
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. | |
|
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. | |
|
Issuer of Notes
|
| | IIP Operating Partnership, LP, a Delaware limited partnership. | |
|
Securities Offered
|
| | $300,000,000 principal amount of 5.50% Senior Notes due 2026. | |
|
Maturity Date
|
| | May 25, 2026, unless previously redeemed or repurchased by us prior to such date. | |
|
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;
•
equal in right of payment to any of its existing and future senior unsecured and unsubordinated indebtedness, including the exchangeable senior notes; and
•
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.
|
|
|
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. | |
|
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. |
|
|
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. | |
|
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.
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.
|
|
|
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. | |
|
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. | |
|
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. | |
|
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. | |
|
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 |
|
|
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) | |
|
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* | | | |
|
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* | | | |
|
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* | | | |
|
Exhibit
Number |
| |
Description of Exhibit
|
|
| 99.2* | | | | |
| 99.3* | | | | |
| 99.4* | | | | |
| 99.5* | | | | |
| 99.6* | | | |
|
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
|
|
|
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
|
|
|
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
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/s/ Catherine Hastings
Catherine Hastings
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| | 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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/s/ Andy Bui
Andy Bui
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| | 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
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/s/ Paul Smithers
Paul Smithers
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| | 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
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/s/ Catherine Hastings
Catherine Hastings
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| | 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
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/s/ Andy Bui
Andy Bui
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| | 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
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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
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· | 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
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· | 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
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· | 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
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· | 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.
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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.
[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:
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.
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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:
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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 10.9
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.
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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]
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:
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.
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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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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 |
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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.
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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.
[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-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:
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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-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.
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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.
[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
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
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
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:
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.
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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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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.
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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.
[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-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
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
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:
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:
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
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.
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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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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.
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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.
[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-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.
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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.
[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.
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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.
[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-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:
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:
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
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:
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:
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.
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-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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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 |
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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.
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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.
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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.
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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.
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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.
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 |
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. |
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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. |
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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: |