Agreement to Lease, dated October 1, 2017 between R&D Labs Canada Inc. and CEN Biotech Inc

☐

The Landlord shall pay the cost of hydro, gas, water, heating, air-conditioning and for all other services and utilities as may be provided to the premises.

(i)

snow, garbage, and trash removal;

(ii)

landscaping and planters;

(iii)

heating, ventilating and air-conditioning, and providing hot and cold water and other utilities and services to, and operating the common areas of the property, and maintaining and repairing the machinery and equipment for such utilities and services;

(iv)

the realty taxes, assessments, rates, charges and duties levied or assessed against the properly (save any tax on the personal income of the Landlord);

(v)

insuring the property and such other insurance as the Landlord will effect against public liability, property damage, loss of rental income and other casualties and risks.

(vi)

Snow Removal,

(viii)

Building maintenance and repair.

10.

NOTICES: The Landlord hereby appoints the Listing Brokerage as agent for the Landlord for the purpose of giving and receiving notices pursuant to this Agreement. Where a Brokerage (Tenant's Brokerage) has entered into a representation agreement with the Tenant, the Tenant hereby appoints the Tenant's Brokerage as agent for the purpose of giving and receiving notices pursuant to this Agreement. Where a Brokerage represents both the Landlord and the Tenant (multiple representation), the Brokerage shall not be appointed or authorized to be agent for either the Tenant or the Landlord for the purpose of giving and receiving notices. Any notice relating hereto or provided for herein shall be in writing. In addition to any provision contained herein and in any Schedule hereto, this offer, any counter-offer, notice of acceptance thereof or any notice to be given or received pursuant to this Agreement or any Schedule hereto (any of them, "Document") shall be deemed given and received when delivered personally or hand delivered to the Address for Service provided in the Acknowledgement below, or where a facsimile number or email address is provided herein, when transmitted electronically to that facsimile number or email address, respectively, in which case, the signature(s) of the party (parties) shall be deemed to be original.

12.

SIGNAGE: The Tenant may, at its own expense, erect signage in a good and workmanlike manner, subject to municipal by-laws and government regulations and subject to the Landlord's written approval as to the design, colour, and content of any such signs, which approval shall not be

13.

INSURANCE: The Tenant agrees to insure the property and operations of the Tenant, including insurance for fire and such additional perils as are normally insured against, liability insurance and any other insurance as may be reasonably required by the Landlord.

14.

EXECUTION OF LEASE: The Lease shall be prepared by the Landlord at the Landlord's expense, in accordance with the terms and conditions of this Agreement. The Lease will be signed and executed by both parties hereto prior to the commencement of work on the premises by either party and prior to occupancy by the Tenant.

15.

OCCUPANCY OR RENT TO ABATE: In the event the premises are not completed by the Landlord for occupancy by the Tenant on the date set out herein for commencement of the Term of the Lease, the rent under this agreement shall abate to the extent of such delay, and the Tenant hereby agrees to accept such abatement of rent in full settlement of all claims which the Tenant might otherwise make because the Premises were not ready for occupancy by the said date.

16.

ASSIGNMENT: This Agreement to Lease shall not be assignable or otherwise transferable by the Tenant. The Tenant may not sublet or assign or transfer its interest in the Lease contemplated herein without securing the written consent from the Landlord, which consent shall not be unreasonably withheld, provided however, if the consent is granted, the Tenant shall remain liable for all obligations under the Lease.

If the Tenant is a corporation, the transfer of the majority of the issued shares in the capital stock, or any transfer, issuance or division of shares of the corporation sufficient to transfer control of the corporation shall be deemed for all purposes to be an assignment within the meaning of this Agreement and any Lease. This provision shall not apply to a corporation whose shares are listed and traded on any recognized public stock exchange in Canada or the United States.

17.

PARKING: Unless otherwise stipulated, parking, if applicable, shall be in common and unreserved.

18.

AGREEMENT IN WRITING: If there is any conflict or discrepancy between any provision added to this Agreement (including any Schedule attached hereto) and any provision in the standard pre-set portion hereof, the added provision shall supersede the standard pre-set provision to the extent of such conflict or discrepancy. This Agreement, including any Schedule attached hereto, shall constitute the entire Agreement between Landlord and Tenant. There is no representation, warranty, collateral agreement or condition, which affects this Agreement other than as expressed herein. This Agreement shall be read with all changes of gender or number required by the context.

19.

LEGAL, ACCOUNTING AND ENVIRONMENTAL ADVICE: The parties acknowledge that any information provided by the broker is not legal, accounting, tax or environmental advice, and that it has been recommended that the parties obtain independent professional advice prior to signing this document.

20.

BINDING AGREEMENT: This Agreement and the acceptance thereof shall constitute a binding agreement by the parties to enter into the Lease of the Premises and to abide by the terms and conditions herein contained.

21.

SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms herein.

Cen Biotech, Inc.

DATE 10/1/17

(Witness)

(Tenant or Authorize Representative)

(Seal)

/s/ Richard Boswell

DATE

(Witness)

(Tenant or Authorize Representative)

(Seal)

DATE

(Witness)

(Guarantor)

(Seal)

R&D Labs Canada Inc.

DATE 10/1/17

(Witness)

(Landlord or Authorized Representative)

(Seal)

/s/ [Signed]

DATE

(Witness)

(Landlord or Authorized Representative)

(Seal)

Listing Brokerage

Tel. No.

Co-op/Buyer Brokerage

Tel. No.

I acknowledge receipt of my signed copy of this accepted Agreement to lease and I authorize the Brokerage to forward a copy to my lawyer.

R&D Labs Canada Inc                     DATE 10-1-17

(Landlord)

/s/ [signed]                                       DATE

(Landlord)

Address for Service 888 Old Tecumseh Rd., Lakeshore Canada

Tel. No.

Landlord’s Lawyer

Address

Email

Tel. No.                         FAX No.

I acknowledge receipt of my signed copy of this accepted Agreement to lease and I authorize the Brokerage to forward a copy to my lawyer.

Cen Biotech, Inc.                    DATE 10-1-17

(Tenant)

/s/ Richard Boswell                 DATE

(Tenant)

Address for Service 7405 Tecumseh Rd. E. Suite 300, Windsor Ontario

Tel. No.

Tenant’s Lawyer

Address

Email

Tel. No.                 FAX No.

FOR OFFICE USE ONLY                                                                 COMMISSION TRUST AGREEMENT

Co-operating Brokerage shown on the foregoing Agreement to Lease:

In considering for the Co-operating Brokerage procuring the foregoing Agreement to Lease, I hereby declare that all moneys received or receivable by me in connection with the Transaction as contemplated in the MLS Rules and Regulations of my Real Estate Board shall be receivable and held in trust. This agreement shall constitute a Commission Trust Agreement as defined in the MLS Rules and shall be subject to and governed by the MLS Rules pertaining to Commission Trust.

DATED as of the date and time of the acceptance of the foregoing Agreement to Lease.                      Acknowledged by:

(Authorized to bind the Listing Brokerage)                                                                                             (Authorized to bind the Co-operating Brokerage)