Amended Annual Report (10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2

X .

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2015

Commission File Number: 333-139482

Indie Growers Association

(Exact name of registrant as specified in its charter)


Nevada	98-0492900
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

311 Division St. Carson City, NV 89703

(Address of principal executive offices)(Zip code)

888-648-0488

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act - None

Securities registered pursuant to Section 12(g) of the Act - Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes . No X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post files). Yes X . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):


Large accelerated filer .	Accelerated filer .	Non-accelerated filer .	Smaller reporting company X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter:

As of June 30, 2015, based on the last reported closing price of $0.34 for the Company’s common stock on the OTC Bulletin Board interdealer quotation system on that date, the aggregate market value of the approximately 65,160,437 shares held by non-affiliates was $22,154,549.

The number of shares outstanding of the registrant’s common stock as of November 13, 2015 is 140,881,967.

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K ( e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes:

None.

EXPLANATORY NOTE

In this Annual Report on Form 10-K/A, Amendment No. 2, we are addressing a number of issues raised in a comment letter received from the Securities and Exchange Commission on September 15, 2015, namely:

We have included Interactive Data pursuant to Item 601(b)(101) of Regulation S-K;

We have provided a more detailed discussion of our business and the property leased by our subsidiary, River Ridge Sunshine Farms LLC, and filed copies of the lease and sublease agreements;

We have added a more detailed discussion of the governmental regulations that could impact our business and the risks related to our involvement in the cannabis industry;

We have provided more information about the convertible loan agreement we have in place with one of our investors and filed it as an exhibit; and

We have updated out disclosures on Management’s Report on Internal Control Over Financial Reporting.

This Amendment 2 on Form 10-K/A affects the abovementioned disclosures only. All other disclosures, including the Financial Statements and Notes, remain unchanged from our previous filing.

Table of Contents to Annual Report on Form 10-K

For the Fiscal Year Ended March 31, 2015



		Page Number

	PART I

ITEM 1.	BUSINESS	5
ITEM 1A.	RISK FACTORS	7
ITEM 1B.	UNRESOLVED STAFF COMMENTS	7
ITEM 2.	PROPERTIES	7
ITEM 3.	LEGAL PROCEEDINGS	10
ITEM 4.	MINE SAFETY DISCLOSURES	10

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
ITEM 6.	SELECTED FINANCIAL DATA	12
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	14
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
ITEM 9A.	CONTROLS AND PROCEDURES	15
ITEM 9B.	OTHER INFORMATION	16

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 11.	EXECUTIVE COMPENSATION	19
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	20
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	21
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	21

	PART IV

ITEM 15.	EXHIBITS	22

PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are only predictions and provide our current expectations or forecasts of future events and financial performance and may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, though the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements include all matters that are not historical facts and include, without limitation statements concerning: our business strategy, outlook, objectives, future milestones, plans, intentions, goals, and future financial condition, including the period of time for which our existing resources will enable us to fund our operations.

We intend that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from any future results expressed or implied by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

The forward-looking statements contained in this Report or the documents incorporated by reference herein speak only of their respective dates. Factors or events that could cause our actual results to differ may emerge from time to time and it is not possible for us to predict them all. Except to the extent required by applicable laws, rules or regulations, we do not undertake any obligation to publicly update any forward-looking statements or to publicly announce revisions to any of the forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 1 - BUSINESS

(i) Principal products or services and their markets;

Indie Growers Association ("Indie Growers" or the "Company") was organized under the laws of the State of Nevada on March 24, 2006. The company was originally organized for the purpose of acquiring and developing mineral claims (SIC Code: 1000). However, on April 14, 2014, the Company completed a name change from Viking Minerals Inc. to Indie Growers Association to pursue business opportunities in agriculture, specifically supporting the cannabis industry production. On June 30, 2014, the company acquired River Ridge Sunshine Farms LLC, a Washington State corporation, which holds a lease on 40 acres of agricultural land in Benton County, Washington. The company intends to develop the land for the purpose of subleasing the land and agricultural buildings to licensed cannabis producers (SIC Code: 6519) in Washington State.

(ii) Distribution methods of the products or services;

Not applicable

(iii) Status of any publicly announced new product or service;

Not applicable

(iv) Competitive business conditions and the smaller reporting company's competitive position in the industry and methods of competition;

Currently we are engaged in the business of leasing land and buildings to licensed cannabis producers in the state of Washington who don’t have the financial resources to purchase land and build their own greenhouses. There are other public and private companies which compete with us in this area. However, we believe that our principal competitive advantage is our location in Benton County, one of the most fertile regions in the state.

The recent growth in the industry, particularly in Washington, has attracted many businesses trying to enter the market. Some of our competitors have greater capital resources and facilities which may enable them to compete more effectively in this market by offering more attractive terms. Due to this competition, there is no assurance that we will not encounter difficulties in generating revenues. If we are unable to successfully compete with existing companies and new entrants to the market, this will have a negative impact on our business and financial condition.

(v) Sources and availability of raw materials and the names of principal suppliers;

Not applicable

(vi) Dependence on one or a few major customers;

Currently we have only one tenant leasing from us. Our revenue is generated solely from the rent paid by this client so we are dependent on the success of our tenant in order to generate revenue. The tenant has planted his first crop and completed the harvest in late October. The product is currently being dried but still must undergo State mandated testing before it can be packaged and ready to sell. The product could suffer mold or mildew while drying or while in storage, or the product could fail the State mandated tests for any number of reasons. Any of these situations would render the product unsellable. Until the product is sold by our tenant, our tenant is unlikely to have sufficient financial resources to meet the obligations of their lease.

(vii) Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;

Not applicable

(viii) Need for any government approval of principal products or services.

Not applicable

(ix) Effect of existing or probable governmental regulations on the business;

Under federal law, it is illegal to possess, use, buy, sell, or cultivate marijuana, since the Controlled Substances Act of 1970 classifies marijuana as a Schedule I drug, claiming it has a high potential for abuse and has no acceptable medical use. This means that Congress has determined that marijuana is a dangerous drug and that the illegal distribution and sale of marijuana is a serious crime.

In November 2012, voters in Washington approved the legalization of non-medical use of cannabis, however under the Supremacy Clause of the United States Constitution, federal law pre-empts conflicting state laws. Therefore, the company is operating in an industry that walks the line between what is legal in the state and illegal federally.

The majority of the states across the US have created exemptions for medical cannabis use, as well as decriminalized non-medical cannabis use and the rest of the states are expected to follow. However, multiple efforts to remove cannabis from under the federal Controlled Substances Act have so far been unsuccessful. This means there exists a clear conflict between Federal and state law which has yet to be resolved.

Although Washington has enacted voter initiated measures to allow for the personal use of small amounts of cannabis by its citizens, the State has been very clear to remind its citizens that cannabis is currently illegal under federal law and classified as a Class I Controlled Substance.

Since the Company only leases land and infrastructure to cannabis producers, we are not directly involved in the production, processing, or distribution of illegal products. However, our operations clearly support such activities so we could be deemed to facilitate the selling or distribution of such products and therefore be in violation of the federal Controlled Substances Act anyway or, at the very least, considered to be aiding or abetting, or being an accessory to, a violation of that Act.

Should the federal government decide to override the state regulations and enforce the Controlled Substance Act, our land and buildings could be seized under civil forfeiture regulations for our involvement, albeit indirectly, in illegal activities. However, even if they did not seize our property, they could seize or destroy our tenant’s crop before they can sell it hampering their ability to meet their lease obligations.

Changes in the laws or enforcement of such laws, especially in light of the upcoming federal election, could have a material adverse effect on our business and financial condition. However, such changes or their impact are impossible to predict.

(x) Estimate of the amount spent during each of the last two fiscal years on research and development activities, and if applicable, the extent to which the cost of such activities is borne directly by customers;

Not applicable

(xi) Costs and effects of compliance with environmental laws (federal, state and local); and

Not applicable

(xii) Number of total employees and number of full-time employees

On March 31, 2015, the company had three employees: our director, Robert Coleridge, our Chief Operating Officer, Ricardo Esparza, and Mr. Esparza’s daughter, Natasha Esparza.

ITEM 1A - RISK FACTORS

As a smaller reporting company we are not required to provide this information.

ITEM 1B - UNRESOLVED STAFF COMMENTS

In March 2015, we received a letter from the Securities and Exchange Commission with comments related to our acquisition of River Ridge Sunshine Farms LLC which are summarized as follows:

We no longer met the criteria of Rule 3-11 of Regulation S-X and, accordingly, audited financial statements of River Ridge Sunshine Farms LLC were required to have been filed 75 days after the date of the acquisition.

Since we no longer met the criteria of Rule 3-11 of Regulation S-X, the interim financial statements included in the Forms 10-Q for each of the quarters ended June 30, 2014, September 30, 2014, and December 31, 2014 were required to be reviewed by an independent accountant.

The audited financial statements of River Ridge Sunshine Farms LLC were filed with the U.S. Securities and Exchange Commission on Form 8-K/A on September 1, 2015. Our interim financial statements for the quarter ended June 30, 2014 and September 30, 2014 have now been reviewed by our independent accountant and were filed with the U.S. Securities and Exchange Commission on Form 10-Q/A on September 11, 2015 and October 15, 2015, respectively. We anticipate the interim financial statements for December 31, 2014 will be reviewed and filed within the next 30 days.

ITEM 2 - PROPERTIES

On June 30, 2014, the Company acquired River Ridge Sunshine Farms LLC, a Washington state corporation in exchange for 62,000,000 shares. The acquisition was valued at $51,482,198, which is the closing market value of the shares of $0.83 per share on June 30, 2014, plus $22,197, which is the net book value of the assets and liabilities of River Ridge Sunshine Farms on the acquisition date. River Ridge Sunshine Farms LLC holds a 10 year lease on a 40 acre property which will be subleased to licensed cannabis producers. The lease agreement is attached to this Annual report as Exhibit 10-2.

The property is located in Benton County in the south-central portion of the state of Washington (see Figure 1). This region is known primarily for agricultural, in particular as a successful wine region because of its unique microclimates and soil conditions. Yakima Valley, where our property is located, was the first American Viticultural Area established within Washington State, gaining recognition in 1983.

[f10ka2033115_10kz001.jpg]

Figure 1: Map of Washington State highlighting Benton County

The 40 acre property is owned substantially by our Chief Operations Officer, Ricardo Esparza, who has leased it to our subsidiary for a nominal monthly fee. Our subsidiary has subleased one 3.86 acre parcel at 22604 Hosko Road in the city of Prosser to Fourdub LLC, a licensed Tier 3 Producer (see Figure 2).

[f10ka2033115_10kz002.jpg]

Figure 2: Leased Land Parcels (Subleased parcel highlighted)

We have added improvements to the subleased parcel including perimeter fencing, security cameras, septic system, water supply, two small greenhouses, and an administration/warehouse building. The large open space within the fenced area is used for planting crops outdoors (see Figures 3, 4 & 5). It is our intent to build 25,000 square feet of greenhouse on the existing subleased parcel so that our tenant can grow crops year round. This enables us to charge a higher lease rate as further explained in the sublease agreement attached to this Annual Report as Exhibit 10-3.

[f10ka2033115_10kz003.jpg]

ITEM 3 - LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal actions to which we are a party or of which our property is the subject that would, if determined adversely to us, have a material adverse effect on our business and operations.

We have from time to time been involved in disputes and proceedings arising in the ordinary course of business. In addition, as a public company, we are also potentially susceptible to litigation, such as claims asserting violations of securities laws. Any such claims, with or without merit, if not resolved, could be time-consuming and result in costly litigation. There can be no assurance that an adverse result in any future proceeding would not have a potentially material adverse effect on our business, results of operations or financial condition.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the OTC Markets Group, Inc.’s OTCQB tier under the symbol “UPOT.” The following is a summary of the high and low closing bid prices of our common stock for the periods indicated, as reported by the OTC Markets Group, Inc. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.


	High		Low
Year ended March 31, 2015
First Quarter	$	10.25	$	0.81
Second Quarter	$	1.09	$	0.45
Third Quarter	$	1.00	$	0.35
Fourth Quarter	$	0.63	$	0.15

Year ended March 31, 2016
First Quarter	$	0.50	$	0.18

The share prices above reflect our 1-for-200 stock consolidation effective April 15, 2014.

On June 30, 2015, the closing bid price on the OTC Markets Group, Inc.’s OTCQB tier for our common stock was $0.34.

Stockholders

As of March 31, 2015, we had approximately 32 shareholders of record and 140,881,967 shares of common stock outstanding.

Dividends

We have not declared or paid any cash dividends on our capital stock in our history as a public company. We currently intend to retain all future earnings to finance our business and do not anticipate paying cash or other dividends on our common stock in the foreseeable future.

Transfer Agent

Our transfer agent is Pacific Stock Transfer located at 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119.

Tel: (702) 361-3033, Fax: (702) 433-1979

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Recent Sales of Unregistered Equity Securities

During the year ended March 31, 2015, we issued a total of 139,772,222 shares of our common stock as follows:


Effective Date	Purpose	Shares		Value
May 2, 2014	Director’s fees¹		13,222,222	$ 31,072,222
May 14, 2014	Conversion of debt²	2,000,000		2,000
June 30, 2014	Acquisition of subsidiary³	62,000,000		51,460,000
August 14, 2014	Conversion of debt²	62,500,000		62,500
Total		139,722,222		$ 82,776,722

Notes:

1. Value based on the closing market price of $2.35 per share on the issue date

2. Value based on par value of $0.001 per share as per convertible debt agreement

3. Value based on the closing market price of $0.83 per share on the acquisition date

In connection with the above stock issuances, we did not pay any underwriting discounts or commissions. None of the sales of securities described or referred to above was registered under the Securities Act of 1933, as amended (the “Securities Act”). We or one of our affiliates had a prior business relationship with each of the purchasers, and no general solicitation or advertising was used in connection with the sales. In making the sales without registration under the Securities Act, we relied upon the exemption from registration contained in Section 4(2) of the Securities Act.

ITEM 6 - SELECTED FINANCIAL DATA

As a smaller reporting company we are not required to provide this information.

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements set forth below under this caption constitute forward-looking statements. See “Forward-Looking Statements” preceding Item 1 of this Annual Report on Form 10-K for additional factors relating to such statements.

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Report.

Overview

Indie Growers Association ("Indie Growers" or the "Company") was organized under the laws of the State of Nevada on March 24, 2006 to explore mineral properties in North America on April 14, 2014 the Company completed its name change from Viking Minerals Inc. to Indie Growers Association.

The company was originally organized for the purpose of acquiring and developing mineral claims (SIC Code: 1000). On June 30, 2014, the company acquired River Ridge Sunshine Farms LLC, a Washington State corporation, and in so doing, changed its business to that of real estate development for the purpose of leasing land and agricultural buildings to licensed cannabis producers (SIC Code: 6519).

Results of Operations

The Year Ended March 31, 2015 Compared to the Year Ended March 31, 2014

Revenues

The company had originally recorded rental income of $116,982 from a tenant on the property. However, the payment of rent was contingent on the tenant receiving a license from the Washington State Liquor and Cannabis Control Board. The tenant was ultimately denied a license and agreed to vacate the property before the expiration of the ten year lease term. Therefore, no revenue has been recorded in either year.

Land Lease

The company leases land from our Chief Operating Office for $1,000 per month and subleases it to licensed cannabis growers. For the year ending March 31, 2015, the company had accrued 9 months of lease payments starting in July 2014 as a result of the acquisition of River Ridge Sunshine Farms. There was no land under lease in the year ending March 31, 2014.

Management Fees

The Company incurred $31,102,182 in management fees in the year ending March 31, 2015 compared to $96,250 in the prior year. The majority of the management fees were stock based so the difference can be attributed to the difference in the market value of the stock based portion of the fees on the date of issuance as follows:


Year ending	# of shares issued	Issue date	Market price per share	Value
March 31, 2014	11,208,333	8/7/2013	$ 0.006	$67,250
March 31, 2015	13,222,222	5/2/2014	$ 2.35	$31,072,222

General and Administrative Expenses

General and administrative expenses (“G&A”) were $51,660 and $12,592 for the years ended March 31, 2015 and 2014, respectively. The increase in general and administrative expenses was due to the new business we entered into after the acquisition of our subsidiary, including a significant construction project.

For the year ended March 31, 2015, our G&A consisted of $6400 of advertising and promotion, automobile expenses of $4,811, insurance of $2,147, transfer agent fees of $6,452, a settlement with our former tenant of $14,000, fees paid to OTC Markets of $7,500 and numerous other minor administrative costs.

Interest Expense

During the year ended March 31, 2015, we recorded interest expenses of $450,285 compared to $76,180 in the prior period. This increase is attributable entirely to the increase in convertible debt financing received by the company and the beneficial conversion factor of these financings.

Professional Fees

During the year ended March 31, 2015, we incurred professional fees of $17,350 compared to $23,112 in the prior period. However, we expect this to increase significantly as the company addresses the comments from the Securities and Exchange Commission summarized earlier in this report.

Repairs and maintenance

During the year ended March 31, 2015, we incurred repairs and maintenance costs of $5,774 compared to $nil in the prior period. The increase was due to the construction project undertaken following the acquisition of our subsidiary.

Non-operating Expenses

For the year ending March 31, 2015, our non-operating expenses totaled $51,638,410 compared to $nil in the prior year. We wrote off $156,212 of a $185,000 investment in Indie Growers Union LLC as we were only able to recover $28,778 of the funds we had advanced once we cancelled the acquisition. In addition, we determined that the goodwill of $51,482,198 from our acquisition of our subsidiary should be fully impaired because the subsidiary failed to generate any revenue during the year.

Liquidity and Capital Resources

Our consolidated financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. During the year ended March 31, 2015, we incurred losses of $31,640,018 in our operating activities. As at March 31, 2015, we had a working capital deficit of $519,094 and an accumulated deficit of $114,391,051. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.

Net cash used in operating activities for the years ended March 31, 2015 and 2014, was $99,118 and $31,250, respectively. This increase was primarily due to the expenses incurred in connection with our new business as a result of the acquisition of our subsidiary in June 2014.

Net cash used in investing activities for the years ended March 31, 2014 and 2014, was $399,112 and $50,000, respectively. This increase was due to an increase in our investment in Indie Growers Union LLC, which was later cancelled, and the construction of agricultural buildings by our subsidiary.

Net cash provided by financing activities for the years ended March 31, 2015 and 2014, was $502,699 and $81,350, respectively. The increase was due to financing provided by our director and Chief Operating Officer as well as increase in financing for convertible debt.

Other than the financing provided by our Chief Operating Officer, all funds raised to date have come from only one investor, Lexington Ridge Holdings Inc. (“Lexington”). At March 31, 2015, the balance owing to Lexington is $443,754. These funds were used primarily for the construction of improvements on the subleased property and operating expenses. The convertible notes accrue interest at a rate of 5% per annum and can be converted at the option of the debt holder at any time into common shares of the Company at a rate of $0.001 per share. This means with a current convertible debt of $443,754, Lexington could potentially convert this debt into 443,754,000 common shares of the company. As of March 31, 2015, Lexington had not converted any debt into shares. However, during the 12 months ended March 31, 2105, Lexington had assigned $64,500 of debt to others who elected to convert their debt into 64,500,000 common shares of the Company. Attached to this Annual Report as Exhibit 10-4 is a copy of the most recent convertible debt agreement between Lexington and the Company. A prior convertible debt agreement between Lexington and the Company had identical terms and conditions.

During the next 12 months, we anticipate that we will spend a minimum of $1 million on the construction of greenhouses and other agricultural buildings. We also plan to incur significant sales and marketing expenses during the next 12 months in order to attract new tenants to our property. However, we must obtain additional financing to do so and so far we have been unable to obtain sufficient funding on terms that are favorable to us. Furthermore, we may not be able to generate adequate revenues to operate profitably in the future. These conditions raise substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported. Note 2 - Summary of Significant Accounting Policies of our consolidated financial statements describes the significant accounting policies used in the preparation of our consolidated financial statements.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

August 18, 2015

Board of Directors

Indie Growers Association

Carson City, NV

We have audited the accompanying amended consolidated balance sheets of Indie Growers Association and its subsidiary (collectively, the “Company”) as of March 31, 2015 and 2014 and the related consolidated statements of operations, stockholders’ equity, and cash flows, as amended, for the years then ended. These consolidated financial statements, as amended, are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the amended financial statements referred to above present fairly, in all material respects, the consolidated financial position of Indie Growers Association and its subsidiary as of March 31, 2015 and 2014 and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ BF Borgers CPA PC

BF Borgers CPA PC Lakewood, CO

F-1

INDIE GROWERS ASSOCIATION

(formerly known as VIKING MINERALS, INC.)

CONSOLIDATED BALANCE SHEETS


		(Restated) March 31, 2015		March 31, 2014

ASSETS
Current Assets
Cash	$	4,469	$	-
Non-current assets
Buildings and infrastructure, net		289,312		-
Investments		-		50,000
Total non-current assets		289,312		50,000
TOTAL ASSETS	$	293,780	$	50,000

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	$	79,808	$	23,686
Convertible notes payable		443,754		75,945
Total current liabilities		523,562		99,631
Long Term Liabilities
Deferred vendor incentive, net		4,192		5,336
Due to related parties		70,390		-
Total long term liabilities		74,583		5,336

TOTAL LIABILITIES, COMMITMENTS AND CONTINGENCIES		598,145		104,967

STOCKHOLDERS’ DEFICIENCY
Common stock 400,000,000 shares authorized, at $0.001 par value; 140,881,967 shares issued and outstanding (1,159,745 as at March 31, 2014)		140,882		1,160
Additional paid-in capital		113,945,805		31,056,496
Accumulated deficit		(114,391,051)		(31,112,623)

Total stockholders’ deficiency		(304,365)		(54,967)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	293,780	$	50,000

The accompanying notes are an integral part of these consolidated financial statements.

F-2

INDIE GROWERS ASSOCIATION

(formerly known as VIKING MINERALS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS


		For the years ended
		(Restated) March 31, 2015		March 31, 2014

REVENUE
Rental income	$	-	$	-

EXPENSES
Land lease		9,000		-
Depreciation		3,588		-
Management fees		31,102,182		96,250
General and administrative		51,660		12,592
Interest		450,285		76,180
Professional fees		17,530		23,112
Repairs and maintenance		5,774		-
TOTAL OPERATING EXPENSES		31,640,018		208,134
NET LOSS FROM OPERATIONS		(31,640,018)		(208,134)
OTHER EXPENSE
Investment loss		(156,212)		-
Impairment of goodwill		(51,482,198)		-
TOTAL OTHER EXPENSE		(51,638,410)		-
NET LOSS	$	(83,278,428)	$	(208,134)

LOSS PER COMMON SHARE	$	(0.19)	$	(0.08)
WEIGHTED AVERAGE OUTSTANDING SHARES Basic and diluted		449,088,027		2,495,218

The accompanying notes are an integral part of these consolidated financial statements.

F-3

INDIE GROWERS ASSOCIATION

(formerly known as VIKING MINERALS, INC.)

(Restated)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


	Common Stock
	Shares	Par value	Additional Paid-in Capital	Accumulated deficit	Total
Balance as of March 31, 2013 (unaudited)	997,245	$ 997	$ 30,847,384	$ (30,904,489)	$ (56,107)
Shares issued for debt	106,458	106	141,918	-	142,024
Shares issued for services	56,042	56	67,194	-	67,250
Net loss for the period	-	-	-	(208,134)	(208,134)
Balance as of March 31, 2014	1,159,745	1,160	31,056,496	(31,112,623)	(54,967)
Shares issued in acquisition of subsidiary	62,000,000	62,000	51,398,000	-	51,460,000
Shares issued for convertible debt	64,500,000	64,500	432,309	-	496,809
Shares issued for services	13,222,222	13,222	31,058,999	-	31,072,222
Net loss for the period	-	-	-	(83,278,428)	(83,278,428)
Balance as of March 31, 2015	140,881,967	$ 140,882	$ 113,945,804	$ (114,391,051)	$ (304,365)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

INDIE GROWERS ASSOCIATION

(formerly known as VIKING MINERALS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS


		For the Year Ended
		(Restated) March 31, 2015		March 31, 2014

OPERATING ACTIVITIES
Net income (loss)	$	(83,278,428)	$	(208,134)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,588		-
Non-cash management fees		31,072,222		67,250
Non-cash interest expense		432,309		75,945
Non-cash impairment of goodwill		51,460,000
Investment loss		156,212		-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		56,122		28,253
Deferred vendor incentive		(1,143)		5,336
Net cash used in operating activities		(99,118)		(31,350)

INVESTING ACTIVITIES
Investment in Indie Growers Union		(106,212)		(50,000)
Buildings and infrastructure		(292,900)		-
Net cash used in investing activities		(399,112)		(50,000)

FINANCING ACTIVITIES
Advances from related parties		70,390		5,405
Advances for convertible debt		432,309		75,945
Net cash provided by financing activities		502,699		81,350
Net change in cash		4,469		-
CASH, BEGINNING OF PERIOD		-		-
CASH, END OF PERIOD	$	4,469	$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

INDIE GROWERS ASSOCIATION

(formerly known as VIKING MINERALS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

1. ORGANIZATION

The company, Viking Minerals Inc., was incorporated under the laws of the state of Nevada on March 24, 2006 with 75,000,000 authorized common shares, par value of $0.001 per share. In January 2011, the company filed an amendment with the state of Nevada to increase the authorized shares to 400,000,000 common shares, par value of $0.001 per share.

On April 14, 2014 the Company changed its name to Indie Growers Association and completed a 1:200 reverse stock consolidation. All share amounts in these consolidated financial statements have been restated to reflect this stock consolidation.

These financial statements are presented on the basis that we will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

At March 31, 2015, the Company had a working capital deficit, stockholders’ deficit and operating losses for the past two years. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-6

2. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

We are restating our previously issued consolidated financials statements for the fiscal year ended March 31, 2015 (the “Original Statements”).

On June 30, 2014, Indie Growers Association (“IGA”) acquired River Ridge Sunshine Farms LLC (“RRSF”) in exchange for 62,000,000 common shares. In this amendment we are correcting accounting errors made in the Original Filing. Specifically, the closing share price used for the valuation of the purchase price was $0.68 in the Original Filing. In preparing its Super 8K filing, Management noted that the adjusted closing price on finance.yahoo.com had changed on the date of the acquisition to $0.83. This amendment is accounting for this adjusted close price.

In this Annual Report on Form 10-K/A, Amendment No. 1, we are correcting the above error by:

Valuing the shares based on the closing market price of the shares on the date of acquisition, June 30, 2014, which, according to finance.yahoo.com, was $0.83 per share

Consolidating the balance sheets on the date of acquisition and including the net book value of the RRSF’s assets and liabilities as a component of goodwill.

The effect of the restatement to the Original Statements is set forth in this footnote.

F-7

Comparison of restated financial statements to financial statements as originally issued

CONSOLIDATED BALANCE SHEET


		March 31, 2015 (Original)		Adjustments		March 31, 2015 (Restated)

ASSETS
Current Assets
Cash	$	4,469	$	-	$	4,469
Non-current assets
Buildings and infrastructure, net		289,312		-		289,312
Investments		-		-		-
Total non-current assets		289,312		-		289,312
TOTAL ASSETS	$	293,780	$	-	$	293,780

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	$	79,808	$	-	$	79,808
Convertible notes payable		443,754		-		443,754
Total current liabilities		523,562		-		523,562
Long Term Liabilities
Deferred vendor incentive, net		4,192		-		4,192
Due to related parties		70,390		-		70,390
Total long term liabilities		74,583		-		74,583

TOTAL LIABILITIES, COMMITTMENTS AND CONTINGENCIES		598,145		-		598,145

STOCKHOLDERS’ DEFICIENCY
Common stock 400,000,000 shares authorized, at $0.001 par value; 140,881,967 shares issued and outstanding (1,159,745 as at March 31, 2014)		140,882		-		140,882
Additional paid-in capital		104,645,805		9,300,000		113,945,805
Accumulated deficit		(105,091,051		(9,300,000)		(114,391,051)

Total stockholders’ deficiency		(304,365)		-		(304,365)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	293,780	$	-	$	293,780

F-8

CONSOLIDATED INCOME STATEMENTS


		For the year ended
		March 31, 2015 (Original)		Adjustments		March 31, 2015 (Restated)

REVENUE
Rental income	$	-	$	-	$	-

EXPENSES
Land lease		9,000		-		9,000
Depreciation		4,784		(1,196)		3,588
Management fees		31,102,182		-		31,102,182
General and administrative		58,072		(6,412)		51,660
Interest		450,285		-		450,285
Professional fees		24,530		(7,000)		17,530
Repairs and maintenance		13,364		(7,590)		5,774
TOTAL OPERATING EXPENSES		31,662,216		(22,198)		31,640,018
NET LOSS FROM OPERATIONS		(31,662,216)		22,198		(31,640,018)
OTHER EXPENSE
Investment loss		(156,212)		-		(156,212)
Impairment of goodwill		(42,160,000)		(9,322,198)		(51,482,198)
TOTAL OTHER EXPENSE		(42,316,212)		(9,322,198)		(51,638,410)
NET LOSS	$	(73,978,428)	$	(9,300,000)	$	(83,278,428)

LOSS PER COMMON SHARE	$	(0.16)	$	(0.03)	$	(0.19)
WEIGHTED AVERAGE OUTSTANDING SHARES Basic and diluted		449,088,027		-		449,088,027

F-9

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(Original)


	Common Stock
	Shares	Par value	Additional Paid-in Capital	Accumulated deficit	Total
Balance as of March 31, 2014	1,159,745	$ 1,160	$ 31,056,496	$ (31,112,623)	$ (54,967)
Shares issued in acquisition of subsidiary	62,000,000	62,000	42,098,000	-	42,160,000
Shares issued for convertible debt	64,500,000	64,500	432,309	-	496,809
Shares issued for services	13,222,222	13,222	31,058,999	-	31,072,222
Net loss for the period	-	-	-	(73,978,428)	(73,978,428)
Balance as of March 31, 2015	140,881,967	$ 140,882	$ 104,645,804	$ (105,091,051)	$ (304,365)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(Restated)


	Common Stock
	Shares	Par value	Additional Paid-in Capital	Accumulated deficit	Total
Balance as of March 31, 2014	1,159,745	$ 1,160	$ 31,056,496	$ (31,112,623)	$ (54,967)
Shares issued in acquisition of subsidiary	62,000,000	62,000	51,398,000	-	51,460,000
Shares issued for convertible debt	64,500,000	64,500	432,309	-	496,809
Shares issued for services	13,222,222	13,222	31,058,999	-	31,072,222
Net loss for the period	-	-	-	(83,278,428)	(83,278,428)
Balance as of March 31, 2015	140,881,967	$ 140,882	$ 113,945,804	$ (114,391,051)	$ (304,365)

F-10

CONSOLIDATED STATEMENTS OF CASH FLOW


		For the year ended
		March 31, 2015 (Original)		Adjustments		March 31, 2015 (Restated)

OPERATING ACTIVITIES
Net income (loss)	$	(73,978,428)	$	(9,300,000)	$	(83,278,428)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		4,784		(1,196)		3,588
Non-cash management fees		31,072,222		-		31,072,222
Non-cash interest expense		432,309		-		432,309
Non-cash impairment of goodwill		42,160,000		9,300,000		51,460,000
Investment loss		156,212		-		156,212
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		56,122		-		56,122
Deferred vendor incentive		(1,143)		-		(1,143)
Net cash used in operating activities		(97,923)		(1,196)		(99,118)

INVESTING ACTIVITIES
Investment in Indie Growers Union		(106,212)		-		(106,212)
Buildings and infrastructure		(294,096)		1,196		(292,900)
Net cash used in investing activities		(400,308)		1,196		(399,112)

FINANCING ACTIVITIES
Advances from related parties		70,390		-		70,390
Advances for convertible debt		432,309		-		432,309
Net cash provided by financing activities		502,699		-		502,699
Net change in cash		4,469		-		4,469
CASH, BEGINNING OF PERIOD		-		-		-
CASH, END OF PERIOD	$	4,469	$	-	$	4,469

F-11

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basic and Diluted Net Loss Per Share

Basic net loss per share amounts are computed based on the weighted average number of shares outstanding. Diluted net loss per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same.

Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain of the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to the carrying values of unproven mineral properties, expected lives of equipment, determination of fair values of stock based transactions and valuation of deferred income taxes.

Capital Assets

A Capital Asset is defined as a unit of tangible property that: (1) has an economic useful life of more than 12 months; and (2) was acquired or produced for a cost of more than $500, including acquisition and installation costs on the same invoice.

Capital Assets are stated at historical cost less accumulated depreciation and accumulated impairment losses. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All repairs and maintenance are charged to the statement of operations during the financial period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the statement of operations.

Depreciation of capital assets is computed as follows:


Furniture and fixtures	7 year straight line
Computer equipment	5 year straight line
Buildings and infrastructure	30 year straight line
Leasehold Improvements	Straight line over the term of lease

Impairment of Long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

F-12

Investments

Investments in companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors, including, among others, ownership level. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the Company’s statements of operations and the Company’s carrying value in an equity method investee company is reflected in the Company’s balance sheets. The Company evaluates these investments for other-than-temporary declines in value each quarterly period. Any impairment found to be other than temporary would be recorded through a charge to earnings.

Revenue Recognition

Revenue is recognized when all applicable recognition criteria have been met, which generally include (a) persuasive evidence of an existing arrangement; (b) fixed or determinable price; (c) delivery has occurred or service has been rendered; and (d) collectability is reasonably assured.

Fair Value of Financial Instruments

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, trade payables, and loans approximates their carrying value due to their short-term nature.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Recent Accounting Pronouncements

On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment as of fiscal year ended March 31, 2015.

There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of March 31, 2015, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company.

F-13

4. ACQUISITION OF A PROPERTY

On April 8, 2014, the Company entered into a share exchange agreement with the unit holders of Indie Growers Union LLC of Washington state wherein the Company would issue a total of 87,500,000 shares of common stock and $185,000 cash in exchange for all of the outstanding member units and assets of Indie Growers Union LLC. The company advanced $185,000 but cancelled the agreement prior to issuing the shares. The company recovered $28,788 of the $185,000 cash and has recorded an investment loss of $(156,212) in the consolidated statement of operations.

On June 30, 2014, the Company acquired River Ridge Sunshine Farms LLC, a Washington state corporation in exchange for 62,000,000 shares. The market value of the Company’s shares on the acquisition date was $0.83 per share thereby valuing the shares at $51,460,000. River Ridge Sunshine Farms LLC holds a 10 year lease on a 40 acre property which has been subleased to licensed cannabis producers. The Net Book Value of the acquired assets and liabilities at June30, 2014 was (22,198) therefore the transaction has been recorded as an acquisition of goodwill where goodwill is in excess of the purchase price as follows:


Share Value	51,460,000
Net book value of acquired assets	22,198
Goodwill	51,482,198

However, no revenue was generated from leases in the year ended March 31, 2015 so the company has determined that the value of this acquisition should be fully impaired. An impairment of goodwill has been recorded in the consolidated statement of operations effective as of the date of acquisition.

5. ASSET DEPRECIATION

March 31, 2015

Cost

Accumulated

Depreciation

Net Book Value

Buildings and infrastructure

$ 292,900

$ (3,588)

$ 289,312

F-14

6. CAPITAL STOCK

On May 2, 2014, the company issued 21,000,000 shares of its common stock for services to two of our directors. The market value of the Company’s shares on the May 2, 2014, the date the shares were issued, was $2.35 per share thereby valuing the management fees at $49,350,000. However, on December 28, 2014, one of the directors resigned and relinquished his title to 7,777,778 of the shares. The net effect of $31,072,222 has been recorded as management fees in the consolidated statements of operations for this transaction.

On May 14, 2014, the company issued 2,000,000 shares of its common stock for $2,000 of convertible debt. The stock was valued at par value in accordance with the convertible debt agreement.

On June 30, 2014, the company acquired River Ridge Sunshine Farms LLC and subsequently issued 62,000,000 shares to the managing member of River Ridge Sunshine Farms LLC. The market value of the Company’s shares on June 30, 2014 was $0.83 per share thereby valuing the shares at $51,460,000. The managing member is now our Chief Operating Officer. The shares are subject to a lock-up agreement until July 1, 2016.

On August 14, 2014, the company issued 62,500,000 shares of its common stock for $62,500 of convertible debt. The stock was valued at par value in accordance with the convertible debt agreement.

7. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

On May 2, 2014, the company issued 21,000,000 shares of its common stock for services to two of our directors. The market value of the Company’s shares on the May 2, 2014, the date the shares were issued, was $2.35 per share thereby valuing the management fees at $49,350,000. However, on December 28, 2014, one of the directors resigned and relinquished his title to 7,777,778 of the shares. The shares are subject to a lock-up agreement until July 1, 2016.

During the year ended March 31, 2015, the company received advances from one of our directors and our Chief Operating Officer of $70,390 ($nil at March 31, 2014). The advances have no set repayment terms and do not bear interest.

During the year ended March 31, 2015, the company incurred land lease costs of $9,000 payable to our Chief Operating Officer.

8. RENTAL INCOME

During the year ended March 31, 2015, the company booked $116,982 in rental income from a tenant on the property. The payment of rent was contingent on the tenant receiving a license from the Washington State Liquor and Cannabis Control Board. However, the tenant was denied a license and agreed to vacate the property before the expiration of his lease for a one-time settlement fee of $14,000. The settlement fee was recorded in General and administrative expenses on the consolidated statement of operations and the revenue was written off.

9. VENDOR INCENTIVE

In December 2013, the Company’s current transfer agent paid off the outstanding balance of $5,717 owed to the former transfer agent. This has been recorded as a deferred vendor incentive on the consolidated balance sheet. It has been amortized on a straight line basis over the contract term of 5 years such that each year’s portion of the incentive will be offset against transfer agent fees in the consolidated statement of operations.

F-15

10. INCOME TAXES

For the year ended March 31, 2015, the Company has incurred net losses from operations and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved.

The provision for Federal income tax at the expected rate of 34% consists of the following:


	March 31, 2015		March 31, 2014
Federal income tax benefit attributable to:
Current operations	$	25,152,666	$	70,766
Less: valuation allowance		(25,152,666)		(70,766)
Net provision for Federal income taxes	$	0	$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:


	March 31, 2015		March 31, 2014
Deferred tax asset attributable to:
Net operating loss carryover	$	35,730,957	$	10,578,292
Less: valuation allowance		(35,730,957)		(10,578,292)
Net deferred tax asset	$	0	$	0

As the criteria for recognizing deferred income tax assets have not been met due to the uncertainty of realization, a valuation allowance of 100% has been recorded for the current and prior year.

11. CONVERTIBLE PROMISSORY NOTES

As of March 31, 2015, the Company had accumulated $ 443,754 in convertible promissory notes ($75,945 at March 31, 2014). The notes due on demand, bear interest at 5%, are unsecured, and are convertible at $0.001.

The Company assessed the conversion option and determined that during the period the note had a beneficial conversion feature with intrinsic values in excess of the debt. Therefore, the Company fully amortized a conversion benefit of $432,309 for the current period and recorded is as an interest expense as of March 31, 2015.

The amount of accrued interest payable on these notes was $17,429 as of March 31, 2015 and is included in Accounts Payable and Accrued Liabilities.

If the balance outstanding was converted into common shares, the amount of shares to be issued would be 443,754,000 common shares. The weighted average number of shares outstanding has been computed as if these shares were issued on the date the funds were advanced to the Company as follows:


Date	Issued Shares Outstanding	Potentially Dilutive Shares	Days	Weighting	Weighted Average Shares
31-Mar-13	997,245		365	1.00	997,245
07-Aug-13	87,500		236	0.65	56,575
13-Jan-14	75,000		77	0.21	15,822
28-Feb-14		16,785,000	31	0.08	1,425,575
31-Mar-14		59,160,000	-	-	-
31-Mar-14	1,159,745	75,945,000			2,495,218

F-16


Date	Issued Shares Outstanding	Potentially Dilutive Shares	Days	Weighting	Weighted Average Shares
31-Mar-14	1,159,745	75,945,000	365	1.00	77,104,745
30-Apr-14		138,820,000	335	0.92	127,410,137
02-May-14	13,222,222		333	0.91	12,063,013
14-May-14	2,000,000	(2,000,000)	321	0.88	-
31-May-14		35,960,000	304	0.83	29,950,247
11-Jun-14		35,000,000	293	0.80	28,095,890
20-Jun-14		18,500,000	284	0.78	14,394,521
30-Jun-14		15,705,000	274	0.75	11,789,507
01-Jul-14		15,000,000	273	0.75	11,219,178
15-Jul-14	62,000,000		259	0.71	43,994,521
31-Jul-14		94,415,000	243	0.67	62,857,110
14-Aug-14	62,500,000	(62,500,000)	229	0.63	-
31-Aug-14		16,184,000	212	0.58	9,400,022
30-Sep-14		22,695,000	182	0.50	11,316,411
31-Oct-14		22,545,000	151	0.41	9,326,836
31-Jan-15		225,000	59	0.16	36,370
28-Feb-15		1,525,000	31	0.08	129,521
31-Mar-15		15,735,000	-	-	-
	140,881,967	443,754,000			449,088,027

12. SUBSEQUENT EVENTS

On April 13, 2015, the company entered a lease agreement with a licensed Tier 3 cannabis producer. The initial term of the lease is 5 years with an optional 5 year renewal period. Under the terms of the agreement, lease revenue has accrued at $52,500 per month commencing May 1, 2015. However, lease payments have been deferred until November 1, 2015 to coincide with the sale of the tenant’s first harvest.

As of July 14, 2015, the company has secured an additional $37,895 in convertible debt financing.

F-17

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On January 20, 2015, Sadler Gibb & Associates, LLC (“Sadler Gibb”) resigned as the Company’s independent registered public accounting firm. Sadler Gibb had not issued any audit reports on the Company’s financial statements and there were no disagreements with Sadler Gibb on any matter of accounting principles or practices.

On April 22, 2015 the Company engaged BF Borgers CPA PC of Lakewood, Colorado, as its principal accountant to audit the Company's financial statements.

ITEM 9A - CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our principal executive officer, who is also our principal financial officer, has evaluated the Company’s disclosure controls and procedures as of March 31, 2015. Based on this evaluation, we have concluded that because of the material weakness in our internal control over financial reporting discussed below, the disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 are accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding required disclosure.

Notwithstanding the material weakness discussed below, our management has concluded that the consolidated financial statements included in this Form 10-K/A present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Management’s annual report on internal control over financial reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f). The Company’s internal control over financial reporting is a process affected by the Company’s management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

In designing and evaluating our internal controls and procedures, our management recognized that internal controls and procedures, no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the internal controls and procedures are met.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of March 31, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission’s 2013 Internal Control—Integrated Framework. Based on its assessment, management identified deficiencies in both the design and operating effectiveness of the Company’s internal control over financial reporting, which when aggregated, represent a material weakness in internal control. The most significant of these are: (1) lack of segregation of duties; (2) lack of accounting expertise; and (3) lack of timely closing of books; (4) inability to get accounting information and schedules to our auditors in a timely manner. As a result of these weaknesses, the Company had to restate its audited financial statements for the year ending March 31, 2015 to reflect an additional $9,300,000 in impairment losses. Furthermore, the company restated its quarterly report for the quarters ended June 30, 2014 and September 30, 2014 to correct a number of reporting errors including proper accounting for the acquisition of our subsidiary. The company is now in the process of re-assessing its quarterly report for the quarter ended December 31, 2014 to determine what restatement may be required in that period.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified above result from insufficient qualified personnel in our finance department. This results in an inability to provide effective oversight and review of financial transactions with regard to accumulating and compiling financial data in the preparation of financial statements. The lack of sufficient personnel also results in a lack of segregation of duties and the accounting technical expertise necessary for an effective system of internal control. As soon as our finances allow, we plan on hiring additional finance staff and, where necessary, utilizing competent outside consultants to provide a layer of review and technical expertise that is currently lacking in our internal controls over financial reporting.

As a result of these material weaknesses, management concluded that the Company did not maintain effective control over financial reporting as of March 31, 2015.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

ITEM 9B - OTHER INFORMATION

None.

PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors are listed below. Directors are generally elected at our annual shareholders’ meeting and hold office until the next annual shareholders’ meeting, or until their successors are elected and qualified.


Name	Age	Positions
Robert Coleridge	51	Director and President
Ricardo Esparza	56	Chief Operating Officer

The following is a brief summary of the background of each officer and director including their principal occupation during the five preceding years. Neither of these persons is a financial expert as that term is defined by the SEC. All directors will serve until their successors are elected and qualified or until they are removed.

Robert Coleridge is a Systems Analyst/Software Engineer with over 35 years' experience in the software industry, of which 12 of those years he served at Microsoft as a Senior Software Design Engineer. He was previously the CIO of Wikifamilies SA where he spearheaded the platform development and conceptualization of major concepts leading to patent acquisition of a number of revolutionary concepts. At Microsoft he spent the majority of his time in the areas of creating and building strategic and visionary working prototypes for a number of the executives, including Bill Gates and Steve Ballmer. While at Microsoft, Mr. Coleridge also had the opportunity to play key roles in the development and vision that was to become .NET and WCF. He designed and implemented Microsoft's first SOAP toolkit which today is better known as web services. Today more than 6 billion devices, including every smart phone, relies on the software that Mr. Coleridge helped create.

Ricardo Esparza has won numerous awards such as being selected for three years as “Principal of the Year” by the SCAC Principal’s Association. Ricardo has served as a member of Governor Gregoire’s Washington Learns Committee and as a member of Governor Locke’s sponsored A+ Commission. Ricardo has testified to the House and Senate Education Committee in Washington, DC and has been a panel member to present to the Washington State Senate Education Committee in Spokane, WA. He has coauthored two books and has written many articles including an Editorial for USA Today. Senator Ted Kennedy used Mr. Esparza’s school where he was a high school principal, as a working example of academic success during his speech to the United States Congressional Education Hearing. Ricardo and his father have been one of the pioneers in the Lower Yakima Valley wine industry for over 40 years. Mr. Esparza has the ability to innovate and brings forward a wealth of talent created over his numerous years as a high achiever.

Employment Agreements

We currently do not have any employment agreements with any of our directors or executive officers.

Family Relationships

Natasha Esparza is the daughter of our Chief Operating Officer and his executive assistant.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended March 31, 2015, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.

Stockholder Communications

Our board has determined not to adopt a formal methodology for communications from stockholders on the belief that any communication would be brought to the board’s attention by each of our executive officers.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee or a committee performing similar functions. Management as a whole participates in the review of financial statements and disclosure. However, none of our management is a financial expert.

ITEM 11 - EXECUTIVE COMPENSATION

Summary Compensation Table

As a smaller reporting company, we are required to disclose for fiscal years 2015 and 2014 the executive compensation of our “Named Executive Officers,” which consist of the following individuals: (i) any individual serving as our principal executive officer or acting in a similar capacity; (ii) our two other most highly compensated executive officers serving as executive officers at the end of the most recently completed fiscal year; and (iii) any additional individuals for whom disclosure would have been provided but for the fact the individual was not serving as an executive officer at the end of our most recently completed fiscal year.

The following Summary Compensation Table sets forth for fiscal 2015 and 2014, the compensation awarded to, paid to, or earned by our Named Executive Officers.


Name and Principal Position	Year	Salary ($)		All other Compensation^* ($)		Total ($)

Robert Coleridge	2015		13,330		25,850,000		25,863,330
President & Director	2014		20,000		-		20,000

Ricardo Esparza	2015		-		-		-
Chief Operating Officer	2014		-		-		-

Arnie Dewitt III	2015		5,000		5,222,222		5,227,222
Former Director	2014		-		-		-

Charles Irizarry	2015		-		-		-
Former President & Director	2014		-		76,250		76,250

*Note:

Other compensation is the market value of shares issued for the services provided. Mr. Coleridge was issued 11,000,000 shares at a market price of $2.35 per share on the date of issuance. Mr. Dewitt III was issued 2,222,223 shares at a market price of 2.25 per share on the date of issuance. Mr. Irizarry was issued 17,500,000 shares at a market price of $0.006 per share on the date of issuance.

Outstanding Equity Awards

We had no outstanding equity awards as of the fiscal years ended March 31, 2015 or 2014.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

As of the date hereof, we have not entered into any new employment agreements.

Employee Pension, Profit Sharing or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Risk Assessment in Compensation Programs

Beginning in 2^nd quarter of fiscal year 2014 we changed our focus to serving the cannabis industry and we began paying compensation to our employees, including executive and non-executive officers. Due to the size and scope of our business, and the amount of compensation involved, we do not have any employee compensation policies and programs to review to determine whether our policies and programs create risks that are reasonably likely to have a material adverse effect on us.

ITEM 12 -

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

(a)

Security Ownership of Certain Beneficial Owners

The following table shows the beneficial ownership of our common stock as of March 31, 2015 by each person whom we know beneficially owns more than 5% of the outstanding shares. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. This rule deems a person to be a beneficial owner if that person has the right to acquire beneficial ownership within 60 days through, among other means, conversion of a security. At March 31, 2015, we know of no shareholders, other than management, who have been issued more than 5% of our outstanding shares. However, at March 31, 2015, we owed Lexington Ridge Holdings Inc. (“Lexington”) $443,754 which, at the option of the Lexington, can be converted into common shares of the Company at a rate of $0.001 per share. This means that Lexington could at any time convert this debt into 443,754,000 common shares of the company as reflected in the following table:

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership¹

Percentage of Class²

Common Shares

Lexington Ridge Holdings Inc.³

1675 128 Street, Surrey, BC CANADA

443,754,000

75.9%

Note 1: Although deemed to have beneficial ownership for reporting purposes, Lexington only has the right to acquire these shares upon conversion of the debt. Until such time as Lexington converts this debt into shares and the shares are issued, Lexington has no voting control over the securities.

Note 2: Rule 13d-3 deems any securities subject to conversion privileges to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Therefore, the percentage of class outstanding is based on the shares subject to conversion plus the 140,881,967 shares of common stock outstanding as of March 31, 2015.

Note 3: As a director of Lexington and the majority shareholder of Lexington’s parent company, Mr. C. William Lehner has voting and investment control over Lexington. Mr. Lehner may be reached c/o Lexington at the above listed address.

(b)

Security Ownership of Management

The following table shows securities beneficially owned by our executive offers, directors, or any person who held either office in the last complete fiscal year as well as all such listed officers and directors as a group:


Title of Class	Name Beneficial Owner	Amount and Nature of Beneficial Ownership¹	Percentage of Class²
Common Shares	Robert Coleridge, President & Director c/o Coleridge Enterprises LLC 1685 H Street, Blaine, WA 98230	11,000,000	7.8%
Common Shares	Ricardo Esparza, Chief Operating Officer c/o River Ridge Sunshine Farms LLC P.O. Box 1288, Prosser, WA 99350	62,000,000	44.0%
Common Shares	Arnie Dewitt III, Former Director 3800 E University Ave. Des Moine, IA 50317	2,222,223	1.6%
Common Shares	All Officers and Directors as a group	75,222,223	53.4%

Note 1: The listed persons have sole voting power of the listed securities. However, the securities are subject to a lock-up agreement until July 2, 2016 at which time the listed persons will have sole investment power over the securities.

Note 2: The percentage of class beneficially owned is based on 140,881,967 shares of common stock outstanding as of March 31, 2015.

(c)

Changes in Control

We know of no arrangements which may at a subsequent date result in a change in control of the Company.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

Transactions with Officers and Directors

On May 2, 2014, the company issued 21,000,000 shares of its common stock for services to two of our directors. The market value of the Company’s shares on the May 2, 2014, the date the shares were issued, was $2.35 per share thereby valuing the management fees at $49,350,000. However, on December 28, 2014, one of the directors resigned and relinquished his title to 7,777,778 of the shares. The shares are subject to a lock-up agreement until July 1, 2016.

On June 30, 2014, the company acquired River Ridge Sunshine Farms LLC and subsequently issued 62,000,000 shares to the managing member of River Ridge Sunshine Farms LLC. The managing member is now our Chief Operating Officer. The shares are subject to a lock-up agreement until July 1, 2016.

During the year ended March 31, 2015, the company received advances from one of our directors and our Chief Operating Officer of $70,390 ($5,336 at March 31, 2014). The advances have no set repayment terms and do not bear interest.

During the year ended March 31, 2015, the company incurred land lease costs of $9,000 payable to our Chief Operating Officer.

During the year ended March 31, 2015, the company has paid wages of $11,630 to Natasha Esparza, the daughter of our Chief Operating Officer.

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

On January 20, 2015, Sadler Gibb & Associates, LLC (“Sadler Gibb”) resigned as the Company’s independent registered public accounting firm.

On April 22, 2015 the Company engaged BF Borgers CPA PC of Lakewood, Colorado, as its principal accountant to audit the Company's financial statements.

The following table sets forth fees billed to us by our independent registered public accounting firms during the fiscal years ended March 31, 2015 and March 31, 2014.


Sadler-Gibb	2015		2014
Audit Fees	$	-	$	-
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	5,422


BF Borgers	2015		2014
Audit Fees	$	-	$	-
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-

Audit fees, if any, represent amounts invoiced for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Form 10-Q Reports.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors

We do not have an audit committee to oversee the external audit process, which includes approving engagement letters, estimated fees and solely pre-approving all permitted audit and non-audit work performed by our principal accountant. Our board of directors, which currently only has one board member, oversees this process and has pre-approved all fees for audit and non-audit work performed.

PART IV

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number

Description

3(i)

Articles of Incorporation*

3(ii)

Bylaws*

10-1

Share Exchange Agreement dated June 30, 2014 between Ricardo Esparza and Indie Growers Association (incorporated by reference to Form 8-K filed July 2, 2014)

10-2

Lease Agreement dated May 1, 2015 between Ricardo Esparza, Lismar Properties LLC and River Ridge Sunshine Farms LLC

10-3

Sublease Agreement dated May 1, 2015 between River Ridge Sunshine Farms LLC and Fourdub LLC with Addendum

10-4

Convertible Debt Agreement dated April 1, 2014 between Indie Growers Association and Lexington Ridge Holdings Inc.

Subsidiaries of the Registrant

Sec. 302 Certification of Principal Executive Officer and Principal Financial Officer

Sec. 906 Certification of Principal Executive Officer and Principal Financial Officer

* Incorporated by reference to an exhibit on our Form SB-1 Registration Statement filed December 19, 2006.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A, Amendment No. 2, to be signed on its behalf by the undersigned, thereunto duly authorized.



	INDIE GROWERS ASSOCIATION

Date: November 13, 2015		/s/ Robert Coleridge
		Robert Coleridge President

LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease,” “Agreement,” or “Lease Agreement”) is entered into and effective as of May 1, 2015 (“Effective Date”), and is between Ricardo Esparza (Esparza), an individual (“Esparza”), Lismar Properties LLC, a New Mexico Limited Liability company (“Lismar”), (Esparza and Lismar together, “Landlord”) and River Ridge Sunshine Farms LLC, a Washington State limited liability company (“Tenant”) (together, “Parties”).

This Lease Agreement constitutes the entire agreement between the Parties concerning the lease of the 40 acre property located in Prosser, Washington, as further described below, and supersedes all previous understandings and agreements between the Parties, whether oral or written, and shall not be amended, altered, or changed except by a further writing signed by the Parties.

Recitals

Landlord has the legal right to enter into this Lease Agreement.

Tenant desires to enter in this Lease Agreement by which Tenant leases the parcel of real estate described at Exhibit A from Landlord.

To implement the purposes stated in the foregoing Recitals and in consideration of the respective undertakings, representations, and covenants of the Parties hereinafter set forth, the Parties agree as follows:

Section 1 – General

1.1

Premises

The leased real estate (the “Premises”) consists of all of Landlord’s interests as a tenant in common in the real property as described at Exhibit A, all structures and fixtures on the Premises, and all additions and improvements to the Premises hereafter.

1.2

Lease Agreement Term

This Lease Agreement commences at 12:01 AM on the Effective Date and shall expire or terminate at 11:59 PM on April 30, 2025 (“Lease Term”). The Tenant shall have the right to extend the initial Lease Term as detailed in the Lease Agreement section entitled “Option to Renew.” Upon termination, this Agreement shall be of no further force or effect and the parties shall have no further obligation or liability hereunder.

1.3

Base Rent

1.3.1

Tenant agrees to pay monthly rent for the Premises of $1,000.00 to Esparza for each subleased parcel (together, “Base Rent”)

1.3.2

All payments of rent shall be payable to Landlord at the following address or at such other place as Landlord shall from time to time designate by written notice to Tenant:

Ricardo Esparza

Lismar Properties LLC

43001 N. Griffin Road

530-B Harkle Road, Suite 100

Grandview, WA 98930

Sante Fe, NM 87505

1.4

Permitted Use

The Premises shall only be used and occupied by Tenant for any commercial purposes authorized under applicable Washington State laws, including commercial and wholesale activities related to cannabis cultivation, production, growing, processing, and packaging in compliance with RCW 69.50 et seq. and WAC 314-55 (hereafter, “Permitted Use”).

1.5

Quiet Enjoyment

If Tenant pays the Base Rent and all other rent due to Landlord as specified in this Lease Agreement, and if Tenant performs its obligations under this Lease Agreement and complies with all Lease Agreement provisions, Landlord agrees that subject to the terms of this Lease Agreement, Tenant shall peaceably and quietly have, hold, and enjoy possession of the Premises during the Term without disturbance from Landlord or anyone claiming by, through, or under Landlord.

1.6

Notices

1.6.1

All notices, bills, statements, or communications under this Lease Agreement shall be in writing and effective upon either of the following:

1.6.1.1

upon delivery if delivered in person or via overnight courier to the other party;

1.6.1.2

three (3) days after being sent by registered or certified mail to the other party at the following addresses:

Landlord

Tenant

Ricardo Esparza

River Ridge Sunshine Farms LLC

43001 N. Griffin Road

P.O. Box 1288

Grandview, WA 98930

Prosser, WA 99350

Lismar Properties LLC

530-B Harkle Road, Suite 100

Sante Fe, NM 87505

1.6.1.3

upon confirmed receipt from the other party of a transmission by email to the other party at the following email addresses:

Landlord

leblanc.esparza@gmail.com

lismarproperties@gmail.com

Tenant

riverridgesunshinefarms@gmail.com

Section 2 – Premises

2.1

Use

Tenant shall not commit or allow to be committed any waste, or any public or private nuisance, upon the Premises.

2.2

Compliance

2.2.1

Tenant agrees to comply with all laws applicable to the Premises and its use of the Premises. Tenant shall not cause or permit the Premises to be used in any way that violates any law, ordinance, regulation, or administrative order of Washington State or its subordinate authorities or entities.

2.2.2

Landlord represents to Tenant that, as of the Effective Date and to the best of Landlord’s knowledge, the Premises comply with all applicable laws, rules, regulations, and administrative orders, including the Americans With Disabilities Act.

2.2.3

Landlord agrees to remedy, at its sole expense, any noncompliant aspects of the Premises that existed as of the Effective Date.

2.2.4

Tenant agrees that during the Term it is responsible for, at its sole cost and expense, altering the Premises as may be required by laws, rules, regulations, and administrative orders:

2.2.4.1

related to Tenant’s use of the Premises in furtherance of the Permitted Use; or

2.2.4.2

for any damage caused by willful misconduct or negligence by Tenant, Tenant’s agents, invitees, subtenants (“Subtenants”), or assignees (“Assignees”).

2.2.5

Landlord agrees that during the Term it is responsible for, at its sole cost and expense, altering the Premises as may be required by laws, rules, regulations, and administrative orders:

2.2.5.1

for reasons unrelated to Tenant’s use of the Premises in furtherance of the Permitted Use; or

2.2.5.2

for any damage that was not caused by or a result of the willful misconduct or negligence of Tenant, Tenant’s agents, invitees, Subtenants, or Assignees.

2.2.6

Tenant shall, from time to time, procure and maintain all licenses and permits necessary for any use or activity conducted at the Premises, at Tenant’s sole expense.

2.2.7

Tenant shall observe and abide by the Rules and Regulations set forth in Exhibit B to this Lease and any amendments, revisions, or supplements to such Rules and Regulations that Landlord notifies in writing to Tenant. Tenant shall further be responsible for compliance with the Rules and Regulations by Tenant’s employees, servants, agents and visitors.

2.3

Acceptance of Premises

2.3.1

Except as specified in this Lease Agreement, Landlord makes no representations or warranties to Tenant regarding the Premises, including the structural condition of the Premises or the condition of all mechanical, electrical, and other systems on the Premises.

2.3.2

For purposes of this Lease Agreement, Tenant acknowledges its acceptance of the Premises in their condition on the Effective Date.

2.3.3

Landlord shall be responsible for performing any work necessary to bring the Premises into a condition satisfactory to Tenant prior to Tenant’s signing of the Lease Agreement and taking possession of the Premises.

2.3.4

By signing this Lease Agreement, Tenant acknowledges:

2.3.4.1

that it inspected the Premises;

2.3.4.2

that it has found the Premises’ condition satisfactory and is not relying on any representations of Landlord or Landlord’s agents or employees as to such condition;

2.3.4.3

that Landlord shall have no obligations with respect to the condition of the Premises except as may be expressly provided in this Lease; and

2.3.4.4

Tenant’s responsibility for correcting, altering and repairing the Premises.

2.4

Repairs, Improvements and Additions

2.4.1

Landlord shall, at its sole expenses, be responsible for all repairs and maintenance, whether structural or non-structural, to the roof structure (roof and roof membrane), subfloor, foundation, and exterior walls (“Landlord Repair Items”), except that Landlord shall not be responsible for any repairs and maintenance, whether structural or non-structural, to the roof structure (roof and roof membrane), subfloor, foundation, and exterior walls caused by Tenant, Subtenants, Assignees, or any of Tenant’s or Subtenants’ or Assignees’ employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees (collectively, “Tenant Parties”).

2.4.2

After Tenant takes possession of the Premises, Landlord may, after providing Tenant with 24-hour notice, enter the Premises and make additions and improvements to the Premises.

2.4.3

Except for Landlord Repair Items, Tenant shall, at its sole expense, be responsible for all normal repairs and maintenance, whether structural or non-structural, necessary to keep the Premises in safe operating condition, including keeping all utilities and other systems serving the Premises – such as heating, ventilation, and air conditioning (“HVAC”) equipment at the Premises – in good condition, and promptly repairing and replacing such equipment.

2.4.4

Notwithstanding anything in this Section to the contrary, Tenant shall not be responsible for any repairs to the Premises made necessary by the negligence or willful misconduct of Landlord or its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees therein (collectively, “Landlord Parties”).

2.4.5

If Tenant fails to perform its obligations under this Section, Landlord may at its discretion enter upon the Premises after ten (10) days’ prior written notice to ensure the Premises’ good order, condition and repair. Any costs incurred by the Landlord in furtherance of such efforts, together with interest thereon at the Default Rate as set forth and defined in this Lease Agreement, shall be due and payable as additional rent to Landlord with Tenant’s next installment of Base Rent. Tenant’s failure to perform its obligations under this Section constitutes an Event of Default as subsequently defined under this Agreement.

2.5

Alterations

2.5.1

Tenant may make alterations, additions or improvements to the Premises (“Alterations”) only with the prior written consent of Landlord and Lismar Properties which, with respect to alterations not affecting the structural components of the Premises or utility systems therein, shall not be unreasonably withheld, conditioned, or delayed by Landlord.

2.5.2

Tenant’s written request to Landlord for Alterations must include the names of Tenant’s contractors and reasonably detailed plans and specifications for proposed Alterations.

2.5.3

Landlord must respond to Tenant’s written request for Alterations within thirty (30) days of receiving said request.

2.5.4

The term “Alterations” does not include installation of shelves, movable partitions, Tenant’s equipment, and trade fixtures that may be performed without damaging existing improvements or the structural integrity of the Premises; Landlord’s consent shall not be required for Tenant’s installation or removal of such items.

2.5.5

Tenant shall perform all work related to Alterations of the Premises at Tenant’s expense in compliance with all applicable laws and shall complete all Alterations in accordance with plans and specifications approved in writing by Landlord and Lismar Properties, using contractors approved in writing by Landlord and Lismar Properties.

2.5.6

Tenant shall pay when due, or furnish a bond for payment of, all claims for labor or materials furnished to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanics’ or materialmens’ liens against the Premises or any interest therein.

2.5.7

Tenant shall remove all Alterations at the end of the Lease Term unless Landlord and Lismar Properties consent in writing for Tenant to leave specified Alterations at the Premises, in which case Tenant shall not remove such Alterations and they shall become the property of Landlord and Lismar Properties. Tenant shall immediately repair any damage to the Premises caused by removal of Alterations.

2.6

Access and Right of Entry

2.6.1

After 72 hours’ notice to Tenant (and subtenant, if applicable) from Landlord (except in cases of emergency, when no notice shall be required), Tenant shall permit Landlord and its agents, employees, and contractors to enter the Premises at all reasonable times to make repairs, inspections, alterations, additions or improvements, provided that Landlord shall use reasonable efforts to minimize interference with Tenant’s (and subtenant’s, if applicable) use and enjoyment of the Premises.

2.6.2

The Tenant (and subtenant, if applicable) must be present at all times the Landlord or any of its agents, employees, and contracts access or enter the Premises.

2.6.3

In accordance with Sections 2.6.1 and 2.6.2 of this Agreement, Landlord shall have the right to enter the Premises for the purposes of:

2.6.2.1

showing the Premises to prospective purchasers or lenders;

2.6.2.2

showing the Premises to prospective tenants within 30 days prior to the expiration or sooner of the termination of the Lease Term; and

2.6.2.3

posting signs and advertisements on the Premises indicating that the Premises may be rented (“For Lease” signs) within 30 days prior to the expiration or sooner termination of the Lease Term.

2.7

Signs and Advertisements

2.7.1

Tenant shall obtain Landlord’s and Lismar Properties’ written consent as to size, location, materials, method of attachment, and appearance before installing any signs or advertising materials upon the Premises.

2.7.2

Tenant shall install any approved signs or advertising materials at Tenant’s sole expense and in compliance with all applicable laws.

2.7.3

If Tenant damages or defaces the Premises in installing or removing signs or advertising materials, Tenant shall repair such injury or damage to the Premises within two (2) weeks of such damage or defacement.

Section 3 – Lease Renewal and Termination

3.1

Option to Renew

3.1.1

Tenant may extend the initial Lease Term for additional ten-year periods, each ten-year period of which is an “Option Term”, provided:

3.1.1.1

Tenant gives Landlord and Lismar Properties written notice stating that Tenant is exercising its right to extend the initial Lease Term pursuant to this Lease Agreement (“Tenant’s Extension Notice”), and that Tenant gives the Landlord and Lismar Properties each such Tenant’s Extension Notice prior to sixty (60) days before the date on which the Lease Agreement terminates;

3.1.1.2

Landlord and Lismar Properties agree to each Option Term in writing; and

3.1.1.3

Landlord and Tenant sign an addendum to this Lease Agreement specifying the Base Rent for each such Option Term.

3.1.1.4

If for any Option Term Tenant does not provide Landlord a Tenant’s Extension Notice, Landlord does not agree to an Option Term in writing, or no addendum to the Lease Agreement is signed by Tenant and Landlord for an additional Option Term, but Tenant submits and Landlord accepts a monthly rent payment, then the Lease Agreement shall continue for an Option Term at the previous Option Term’s rent amount.

3.1.2

If the conditions of the preceding Section are satisfied, the Lease Term shall be extended for each Option Term, and all the Lease Agreement terms and conditions shall continue unchanged, except for the Base Rent adjustment as detailed in the preceding Agreement Section.

3.2

Termination Due to Business Impracticability

3.2.1

This Lease Agreement shall automatically and immediately terminate and shall be null, void, and of no force or effect if federal, state, county, or municipal legal authorities notify Landlord or Tenant that Tenant’s use of the Premises is not in compliance with federal, state, county, or municipal law, or that Tenant or Landlord is subject to civil or criminal sanctions due to Tenant’s use or occupancy of the Premises, or that Tenant is not authorized to conduct its intended business activities on the Premises.

3.2.2

Notice from legal authorities giving rise to this section includes, but is not limited to:

3.2.2.1

licensing denials issued by the Washington State Liquor Control Board;

3.2.2.2

licensing revocations issued by the Washington State Liquor Control Board; and

3.2.2.3

official letters, raids, arrests, seizures, or any notice of any kind that legal action is pending against Landlord or Tenant for Tenant’s use and operation of the Premises.

3.2.3

Landlord, in its sole discretion, may allow Tenant opportunities to cure or remedy any legal or administrative issues to the satisfaction of the notifying governing body before terminating this Lease Agreement under this Section.

3.3

Surrender

Upon expiration of the Lease Term, whether by lapse of time or otherwise, Tenant shall promptly and peacefully surrender the Premises, together with all keys, to Landlord in as good condition as when received by Tenant from Landlord or as thereafter improved, excepting reasonable wear and tear and insured casualty damages.

3.4

Casualty and Taking

3.4.1

In the event that the Premises or any material part thereof shall be destroyed or damaged by fire or casualty, shall be taken by any public authority or for any public use or shall be condemned by the action of any public authority, then this Lease may be terminated at Landlord’s election.

3.4.2

Such election, which may be made notwithstanding the fact that Landlord’s entire interest may have been divested, shall be made by the giving of notice by Landlord to Tenant within fourteen (14) days after the date of the taking or casualty.

3.4.3

If Landlord does not elect to so terminate, this Lease shall continue in force and as long as the damage is not caused by the negligence or other wrongful act of Tenant or Tenant Parties, Base Rent shall be proportionately suspended or abated until the Premises, excluding any improvements to the Premises made at Tenant’s expense, or what may remain thereof, shall be put by Landlord in proper condition for use, which Landlord covenants to do with reasonable diligence to the extent permitted by zoning and building codes or ordinances then in existence.

3.4.4

Irrespective of the form in which recovery may be had by law, all rights to seek reimbursement for damages or compensation from fire or other casualty or any taking by eminent domain or condemnation shall belong to Landlord in all cases.

3.4.5

Tenant hereby grants to Landlord all of Tenant’s rights to such claims for damages and compensation and covenants to deliver such further assignments thereof as Landlord may from time to time request.

3.4.6

Nothing contained herein shall be construed to prevent Tenant from prosecuting in any condemnation proceedings a claim for relocation expenses, provided that such action shall not affect the amount of compensation otherwise recoverable by Landlord from the taking authority.

3.5

Holdover

3.5.1

No holding over and remaining on the premises by Tenant after the Lease Term shall be construed to extend the Lease Term, and Landlord may at its sole discretion exercise any or all of its remedies pursuant to this Agreement or at law. Otherwise, all of the covenants, agreements and obligations of Tenant applicable during the Lease Term shall apply and be performed by Tenant during such period of holding over as if such period were part of the Lease Term.

3.5.2

Tenant shall also pay to Landlord all direct and indirect damages that Landlord sustains by reason of Tenant’s holding over.

3.6

Insurance Termination

This Lease Agreement terminates immediately in the event Tenant’s insurance coverages required under this Lease Agreement are cancelled, lapse, end, or terminate for any reason.

Section 4 – Rent

4.1

Rent Payment

4.1.1

Tenant shall pay Landlord without notice, demand, deduction, or offset, in lawful money of the United States, the Base Rent on or before the eighth day of each month during the Lease Term.

4.1.2

Tenant shall pay any additional amounts due to Landlord (“Additional Rent”) (collectively, Base Rent and Additional Rent are “rent” or “Rent”) when required under this Lease Agreement.

4.1.3

All payments due to Landlord under this Lease Agreement, including late fees, interest, costs, charges, or expenses shall also constitute Additional Rent. If Tenant fails to pay any Additional Rent, Landlord shall have the same rights and remedies as otherwise provided in this Lease Agreement for Tenant’s failure to pay Rent.

4.2

Late Charges; Default Interest

4.2.1

If any amounts, including Rent and Additional Rent, payable by Tenant to Landlord under this Lease Agreement are not received by Landlord within five (5) days after their due date, Tenant shall pay Landlord an amount equal to the greater of $100 or five percent (5%) of the delinquent amount for the cost of collecting and handling such late payment in addition to the amount due, including Rent and Additional Rent.

4.2.2

All delinquent amounts, including Rent and Additional Rent, payable by Tenant to Landlord under this Lease Agreement and not paid within five (5) days after their due date shall, at Landlord’s option, bear interest at the rate of fifteen percent (15%) per annum or the highest interest rate allowable by law, whichever is less (the “Default Rate”).

4.2.3

Interest on all delinquent amounts shall be calculated from the due date to the date of payment.

4.3

Less Than Full Payment

Landlord’s acceptance of less than the full amount of any payment or financial obligation due from Tenant shall not be deemed an accord and satisfaction or compromise of such payment or financial obligation unless Landlord specifically consents in writing to payment of such lesser amount as an accord and satisfaction or compromise of the amount that is due and payable to Landlord.

Section 5 – Utilities and Taxes

5.1

Utilities

5.1.1

Landlord shall not be responsible for providing any utilities to the Premises and shall not be liable for any loss, injury or damage to person or property caused by or resulting from any variation, interruption, or failure of utilities due to any cause whatsoever, and Rent shall not abate as a result thereof, except to the extent due to Landlord’s intentional misconduct or gross negligence.

5.1.2

Tenant shall be responsible for determining whether available utilities and their capacities satisfy Tenant’s needs.

5.1.3

Tenant shall install and connect, if necessary, and directly pay for all water, sewer, drainage, gas, janitorial, electricity, garbage removal, heat, cleaning, telephone, internet, cable services, and other utilities and services used by Tenant on the Premises during the Lease Term, regardless of whether such services are billed directly to Tenant.

5.1.4 Tenant will procure, or cause to be procured, without cost to Landlord, all necessary permits, licenses or other authorizations required for the lawful and proper installation, maintenance, replacement, and removal on or from the Premises of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying all utilities or services to the Premises.

5.1.5

Landlord, upon receiving Tenant’s written request, and at the sole expense and liability of Tenant, shall join with Tenant in any reasonable applications required for obtaining or continuing such utilities or services on or related to the Premises.

5.2

Taxes

5.2.1

Tenant shall pay all taxes, assessments, liens and license fees (“Taxes”) levied, assessed or imposed by any authority having the direct or indirect power to tax or assess any such Taxes, related to or required by Tenant’s use of the Premises, as well as all Taxes on Tenant’s personal property located on the Premises.

5.2.2

Landlord shall pay all real estate taxes and any Taxes resulting from a reassessment of the Premises due to a change of ownership or otherwise.

Section 6 – Insurance

6.1

Tenant’s Liability Insurance

6.1.1

During the Lease Term, Tenant at its sole expense shall pay for and maintain commercial general liability insurance policies issued by a responsible company or companies authorized to conduct business in the State of Washington with broad form property damage and contractual liability endorsements that cover all of Tenant’s activities related to and its possession of the Premises (“Liability Insurance Policy”).

6.1.2

The Liability Insurance Policy shall name Landlord, Lismar Properties, Landlord’s property manager (if any), and other parties designated by Landlord as additional insureds using an endorsement form acceptable to Landlord, and shall insure Tenant’s, Subtenants’, Assignees’, and Tenant Parties’ activities and those of such parties’ employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees (collectively, “Insured Parties”) with respect to the Premises against loss, damage or liability for personal or bodily injury (including death) or loss or damage to property arising out of any one incident and arising from Insured Parties’, including Tenant’s and Subtenants’ and Assignees’, use or occupancy of the Premises, with a combined single limit of not less than $1,000,000, and a deductible of not more than $10,000.

6.1.3

Tenant’s liability insurance will be primary and noncontributory with any liability insurance carried by Landlord.

6.1.4

Landlord may also require Tenant to obtain and maintain business income coverage for at least six (6) months, business auto liability coverage, and, if applicable to Tenant’s Permitted Use, liquor liability insurance and/or warehouseman’s coverage.

6.1.5

Tenant shall cause to be provided to Landlord and Lismar Properties a certificate of insurance, setting forth the provisions of insurance coverages issued by the insuring company for each policy period applicable during the Lease Term.

6.2

Tenant’s Property Insurance

During the Lease Term, Tenant shall pay for and maintain special form clauses of loss coverage property insurance (with coverage for earthquake if required by Landlord’s lender and, if the Premises are situated in a flood plain, flood damage) for all of Tenant’s, Subtenants’, Assignees’ and Tenant Parties’ personal property, fixtures, and equipment located on the Premises in the amount of their full replacement value, with a deductible of not more than $10,000. Tenant shall cause to be provided to Landlord and Lismar Properties a certificate of insurance, setting forth the provisions of insurance coverages issued by the insuring company for each policy period applicable during the Lease Term.

6.3

Landlord’s Insurance

Landlord shall carry such insurance of such types and amounts as Landlord, in its sole discretion, shall deem reasonably appropriate.

6.4

Insurance Cancellation Notice

All insurance policies referenced in this Section shall contain provisions that no policy cancellations, material changes, alterations, or amendments shall be effective without the insurer delivering to Landlord, Lismar Properties, and Tenant written notices of such proposed cancellations, changes, alterations, or amendments not less than ten (10) days prior to the effective date thereof.

6.5

Waiver of Subrogation

Each party shall provide notice to the property insurance carrier or carriers of the Parties’ mutual waiver of subrogation, and shall cause its respective property insurance carriers to waive all rights of subrogation against the other. This waiver shall not apply to the extent of the deductible amounts to any such property policies or to the extent of liabilities exceeding the limits of such policies. All insurance policies carried by either party with respect to the Premises or such party’s activities thereon shall provide a waiver by the insurer of any rights of subrogation against Landlord, Lismar Properties, or Tenant and their respective officers, directors, agents, and employees.

6.6

Insurance Requirements for Subtenants or Assignees

6.6.1

If Tenant subleases or assigns any or all part or interests in the Premises to a Subtenant or Assignee, Tenant will require Subtenant or Assignee to comply with all provisions of this section.

6.6.2

Tenant may not execute a sublease with Subtenant or an assignment with an Assign until and on the following conditions:

6.6.2.1

such Subtenant or Assignee obtains insurance coverages of equal or greater coverage and value as required of Tenant and as detailed in this Section;

6.6.2.2

Tenant provides documentation of Subtenant’s insurance coverages to Landlord and Lismar Properties; and

6.6.2.3

Tenant obtains signed written approvals of Subtenant’s insurance coverages from both Landlord and Lismar Properties.

6.6.3

Tenant must include in any sublease concluded with Subtenant or assignment with an Assignee a provision that such sublease or assignment terminates immediately in the event that Subtenant’s or Assignee’s insurance coverage is cancelled, lapses, ends, or terminates for any reason and that Subtenant or Assignee must notify Tenant immediately in writing of any such insurance cancellation, lapse, ending, or termination.

Section 7 – Indemnification

7.1

Indemnification by Tenant

7.1.1

Tenant shall defend, indemnify, and hold Landlord harmless against all liabilities, damages, costs, and expenses, including attorneys’ fees, for personal injury, bodily injury (including death) or property damage arising from any negligent or wrongful act or omission of Tenant or Tenant’s employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees on or around the Premises, or arising from any breach of this Lease Agreement by Tenant.

7.1.2

Tenant shall neither hold nor attempt to hold Landlord or its employees or Landlord’s agents or their employees liable for, and Tenant shall indemnify and hold harmless Landlord, its employees and Landlord’s agents and their employees from and against, any and all demands, claims, causes of action, fines, penalties, damages, liabilities, judgments and expenses (including, without limitation, attorneys' fees) incurred in connection with or arising from:

7.1.2.1

the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming under Tenant or the Tenant Parties;

7.1.2.2

any matter occurring on the Premises during the Term;

7.1.2.3

any breach, violation or nonperformance by Tenant or any person or entity claiming under Tenant or the employees, agents, contractors, invitees or visitors of Tenant or the Tenant Parties or any such person of any term, covenant or provision of this Lease or any law, ordinance or governmental requirement of any kind; and

7.1.2.4

any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors or any other person entering upon the Property under the express or implied invitation of Tenant regardless of whether such claims result from the sole, joint, comparative or concurrent negligence or strict liability of Landlord, its agents, servants or employees.

7.1.3

If any action or proceeding is brought against Landlord or its employees or Landlord’s agents or their employees or the Landlord Parties by reason of any claims under this Section, Tenant upon notice from Landlord shall defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord.

7.1.4

Notwithstanding any provisions in this Section, in no event shall this Section require Tenant to indemnify or defend Landlord or its employees or Landlord’s agents or their employees or the Landlord Parties against any loss, cost, damage, liability, claim, or expense to the extent arising out of the gross negligence or willful misconduct of Landlord or its employees or Landlord’s agents or their employees.

7.1.5

Personal Property. Tenant shall keep all of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant and of all persons or entities claiming by, through or under Tenant which may be on the Property (“Personal Property”) at Tenant’s sole risk, and if the whole or any part thereof shall be lost, destroyed or damaged by fire, flood, theft or any other cause, Tenant shall hold harmless and indemnify Landlord and its manager from and against any and all injury, loss, damage or liability to Tenant or to any other person or entity arising out of said loss or damage to such Personal Property.

7.2

Waiver of Immunity

Landlord and Tenant each specifically and expressly waive any immunity that each may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. Neither party’s indemnity obligations under this Lease Agreement shall be limited by any provision addressing the amount or type of damages, compensation, or benefits payable to or for any third party under the Worker Compensation Acts, Disability Benefit Acts, or other employee benefit acts.

7.3

Exemption of Landlord from Liability

Except with regard to claims arising out of Landlord’s gross negligence or willful misconduct, Tenant agrees that Landlord shall not be liable for injury to Tenant’s business or assets or any loss of income therefrom or for damage to any property of Tenant or of its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, or any other person in or about the Premises.

Section 8 – Assignment and Subletting

8.1

By Tenant

8.1.1

If Tenant is a partnership, limited liability company, corporation, or other entity, any transfer of this Lease Agreement by merger, consolidation, redemption or liquidation, or any change in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Tenant, shall constitute a transfer under this Section.

8.1.2

Tenant shall not voluntarily or by operation of law, without first obtaining the written consent of Landlord, which consent shall not be withheld unreasonably:

8.1.2.1

mortgage, pledge, or encumber this Lease Agreement or any interest herein; or

8.1.2.2

assign or transfer this Lease Agreement or any interest herein, sublease the Premises or any part thereof, or assign, transfer, or sublease any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises or any portion thereof.

8.2

By Landlord

8.2.1

Landlord may assign this Lease Agreement without Tenant’s consent.

8.2.2

In the event Landlord transfers its interest in the Premises, other than a transfer for collateral purposes only, upon the assumption of this Lease Agreement by the transferee, Landlord shall be immediately relieved of any obligations and liabilities accruing in connection with the Premises after the date of such transfer, including liability for any retained security deposit or prepaid rent, for which the transferee shall be liable, and Tenant shall seek any applicable remedies from the transferee.

Section 9 – Liens

9.1

Tenant shall not subject the Landlord’s assets to any liens or claims of lien.

9.2

Tenant shall keep the Premises free from any liens created by or through Tenant.

9.3

Tenant shall indemnify and hold Landlord harmless from liability for any such liens including, without limitation, liens arising from any Alterations.

9.4

If a lien is filed against the Premises by any person claiming by, through or under Tenant, Tenant shall notify Landlord of the lien within three (3) days of Tenant’s receiving notification of the lien. Within ten (10) days after Landlord’s demand and at Tenant’s expense, either remove the lien or furnish to Landlord a bond in form and amount and issued by a surety satisfactory to Landlord, indemnifying Landlord and the Premises against all liabilities, costs and expenses, including attorneys’ fees, which Landlord could reasonably incur as a result of such lien.

Section 10 – Default

10.1

Tenant’s Default

The following occurrences shall each constitute a default by Tenant (an “Event of Default”):

10.1.1

Failure To Pay. Failure by Tenant to pay any sum, including Rent, due under this Lease Agreement following five (5) days’ notice from Landlord of the failure to pay.

10.1.2

Abandonment. Tenant’s absence from the Premises of five (5) or more days while Tenant is in breach of one or more terms of this Lease Agreement (“Abandonment”). Landlord’s remedies for Tenant’s Abandonment shall not be subject to any obligation for Landlord to provide Tenant notice or a right to cure.

10.1.3

Insolvency. Tenant’s insolvency or bankruptcy, whether voluntary or involuntary, or appointment of a receiver, assignee or other liquidating officer for Tenant’s business; provided, however, that in the event of any involuntary bankruptcy or other insolvency proceeding, the existence of such proceeding shall constitute an Event of Default only if such proceeding is not dismissed or vacated within sixty (60) days after its institution or commencement.

10.1.4

Levy or Execution. The taking of Tenant’s interest in this Lease Agreement or the Premises, or any part thereof, by execution or other process of law directed against Tenant, or attachment of Tenant’s interest in this Lease Agreement by any creditor of Tenant, if such attachment is not discharged within fifteen (15) days after being levied.

10.1.5

Other Non-Monetary Defaults. Tenant’s breach of any term, provision or covenant of this Lease Agreement other than one requiring the payment of money and not otherwise detailed in this Section or elsewhere in this Lease Agreement, which breach continues for a period of twenty (20) days after notice of such breach by Landlord to Tenant.

10.1.6

Failure to Take Possession. Failure by Tenant to take possession of the Premises on the Effective Date or failure by Tenant to commence any Tenant Improvement in a timely fashion.

10.2

Landlord Default

Landlord will be considered in default if Landlord fails to perform its obligations under this Lease Agreement within thirty (30) days after notice by Tenant to Landlord, unless a reasonable cure is impossible within such time period.

10.3

Notice Regarding Default or Demand

Any notice periods granted herein shall be deemed to run concurrently with, and not in addition to, any default notice periods required by law.

Section 11 - Remedies

11.1

Event of Default and Termination

11.1.1

Upon an Event of Default, Landlord may immediately terminate this Lease Agreement and any of Tenant’s interests under the Lease Agreement and to exercise all available remedies against Tenant available at law or in equity.

11.1.2

Upon termination of this Lease Agreement for an Event of Default or for any other reason, Tenant will remain liable to Landlord for damages in an amount equal to the Rent and other amounts that would have been owing by Tenant under this Lease Agreement for the balance of the Lease Term less the proceeds, if any, from Landlord’s re-letting of the Premises subsequent to the termination after Landlord’s re-letting expenses are subtracted from the re-letting net proceeds. Such damages are calculated as follows:

Tenant Damages Owed Landlord = [Rent/Owed Amounts for Lease Balance] – [Re-Letting Net Proceeds] – [Re-Letting Expenses]

11.1.3

Upon termination of this Lease Agreement for an Event of Default or any other reason, Landlord shall be entitled to either collect damages from Tenant monthly on the days on which rent or other amounts would have been payable under this Lease Agreement or, alternatively, Landlord may accelerate Tenant’s obligations under the Lease Agreement and recover from Tenant:

11.1.3.1

unpaid rent which had been earned at the time of termination;

11.1.3.2

the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of rent loss that Tenant proves could reasonably have been avoided;

11.1.3.3

the amount by which the unpaid rent for the balance of the term of the Lease Agreement after the time of award exceeds the amount of rent loss that Tenant proves could reasonably be avoided; and

11.1.3.4

any other amount necessary to compensate Landlord for all the detriment proximately caused by the Event of Default or Tenant’s failure to perform its obligations under the Lease Agreement, or which in the ordinary course would be likely to result from the Event of Default including without limitation Re-Letting Expenses as defined in this Lease Agreement.

11.2

Re-Entry and Re-Letting

11.2.1

For purposes of this Lease Agreement, expenses relating to the re-letting or re-leasing of the Premises (“Re-Letting Expenses”) are defined so as to include all such expenses including but not limited to all repossession costs, brokerage commissions and costs for securing new tenants, attorneys’ fees, remodeling and repair costs, costs for removing persons or property, costs for storing Tenant’s property and equipment, and costs of improvements and rent concessions granted by Landlord to any new Tenant.

11.2.2

Upon an Event of Default, Landlord may continue this Lease Agreement in full force and effect and, without demand or notice, take possession of the Premises, expel Tenant (and subtenant, if applicable) from the Premises, and remove the personal property of Tenant (and subtenant, if applicable) except that, prior to the removal of any personal property, Landlord must notify the Washington State Liquor Control Board for removal of any marijuana or cannabis products.

11.2.3

Upon an Event of Default and expulsion of Tenant and anyone claiming through or under Tenant, Landlord may re-let the Premises or any part of them in Landlord’s name for such period of time and at such other terms and conditions as Landlord, in its sole discretion, may determine.

11.2.4

To the fullest extent permitted by law, the proceeds of any re-letting or re-leasing of the Premises shall be applied as follows:

11.2.4.1

first, to pay Landlord all Re-Letting Expenses;

11.2.4.2

second, to pay any indebtedness of Tenant to Landlord other than rent;

11.2.4.3

third, to the rent due and unpaid hereunder; and

11.2.4.4

fourth, the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue.

11.2.5

Re-entry or taking possession of the Premises by Landlord under this Section shall not be construed as an election on Landlord’s part to terminate this Lease Agreement, unless a notice of termination is given to Tenant.

11.2.6

Landlord reserves the right under this Section following any re-entry or re-letting, or both, to exercise its right to terminate the Lease Agreement.

11.2.7

Tenant will pay Landlord the Rent and other sums which would be payable under this Lease Agreement if repossession had not occurred, less the net proceeds if any after Landlord re-lets the Premises and after deducting Landlord’s Re-Letting Expenses.

11.2.8

Notwithstanding any provision to the contrary, if an Event of Default occurs and shall continue for twenty (20) days after receipt by Tenant of written notice thereof given by Landlord, then Landlord at its option may declare the term of this Lease Agreement ended and may re-enter the Premises either with or without process of law and remove Tenant therefrom.

11.3

Costs and Attorney’s Fees

If either party engages the services of an attorney to collect monies due and owing or to bring any action for relief against the other, declaratory or otherwise, arising out of this Lease Agreement, including any suit by Landlord for the recovery of Rent or other payments or possession of the Premises, the losing party shall pay the prevailing party a reasonable sum for attorneys’ fees in such action, whether in mediation or arbitration, at trial, on appeal, or in any bankruptcy proceeding.

11.4

Tenant’s Remedies

11.4.1

Tenant’s sole remedy for a default by Landlord shall be to seek actual money damages, but not consequential or punitive damages, for any loss arising from Landlord’s default under this Lease Agreement.

11.4.2

Tenant shall neither assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Property, and Tenant agrees to look solely to such interest for the satisfaction of any liability or claim against Landlord under this Lease.

11.4.3

In no event shall Landlord be liable to Tenant for any loss of business or any indirect, special or consequential damages suffered by Tenant from whatever cause.

Section 12 – Other Provisions

12.1

Governing Law

This Lease Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

12.2

Severability

Any provision of this Lease Agreement which shall be declared invalid, void, unenforceable or illegal by any court, political body or any other entity having competent jurisdiction shall in no way affect, impair or invalidate any other provision of this Lease Agreement.

12.3

Bar to Constructive Waiver

12.3.1

Landlord’s failure to insist, in any one or more instances, upon the strict performances of any of the terms, conditions, agreements and covenants set forth in the respective provisions of this Agreement, or to exercise any option herein conferred, shall not be considered as a waiver or relinquishment for the future of any such terms, conditions, agreements or covenants, or any such options, but the same shall continue and shall remain in full force and effect.

12.3.2

The failure of Landlord or Tenant to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease shall not be deemed a waiver of such violation nor prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation.

12.3.3

The receipt by Landlord of rent with knowledge of the breach of any covenant of this Lease shall not be deemed to have been a waiver of such breach by Landlord unless such waiver be in writing signed by the party to be charged.

12.3.4

No consent or waiver, express or implied, by Landlord to or of any breach of any agreement or duty shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty. No acceptance by Landlord of a lesser sum than the Base Rent, Additional Rent or any other amount then due shall be deemed to be other than on account of the earliest installment of such rent or amount due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent or other charge be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or pursue any other remedy set forth in this Lease.

12.4

Authority to Contract

Each party signing this Lease Agreement represents and warrants to the other that it has the authority to enter into this Lease Agreement, that the execution and delivery of this Lease Agreement has been duly authorized, and that upon such execution and delivery this Lease Agreement shall be binding upon and enforceable against the party.

12.5

Heirs and Assigns

This Lease Agreement shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, representatives, successors and assigns.

12.6

Force Majeure

Time periods for either party’s performance under any provisions of this Lease Agreement (excluding payment of Rent) shall be extended for periods of time during which the party’s performance is prevented due to circumstances beyond such party’s control, including but not limited to fires, floods, earthquakes, lockouts, strikes, embargoes, acts of God, public enemy, war or other strife.

12.7

Confidentiality

12.8

Public Disclosure

Tenant shall not make or permit to be made any press release or other similar public statement regarding this Lease without Landlord’s prior approval, which approval shall not be unreasonably withheld.

12.9

Financial Information

Tenant shall throughout the Lease Term provide Landlord with such information about Tenant’s, or any person’s or entity’s claiming under Tenant or the Tenant Parties, financial condition and organizational structure as Landlord or the holder of any mortgage of any portion of the Property requires within fifteen (15) days of receiving such request.

12.10

Survival

Sections 1, 4, 7, 11, and 12 shall survive expiration or termination of this Lease Agreement.

12.11

Counterparts

This Agreement may be executed in any number of counterparts, all of which constitute one and the same instrument, and any Party may execute this Agreement by signing and delivering one or more counterparts.

[Remainder of Page Intentionally Left Blank – Signature Page to Follow]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease Agreement on the dates stated below.

LANDLORD:

Ricardo Esparza

Lismar Properties LLC

By: /s/ Ricardo Esparza

By: /s/ Kevin Savoia

Title: Individual

Title: Authorized Signature

Executed on: May 1, 2015

TENANT:

River Ridge Sunshine Farms LLC

By: /s/ Ricardo Esparza

Title: Member

Executed on: May 1, 2015

Exhibit A

Property Description


Street Address	Benton County, WA
Street Address	Parcel ID
21903 N 219 PR NW, PROSSER, WA	123953012994001
21803 N 219 PR NW, PROSSER, WA	123953012994002
20404 N 767 PR NW, PROSSER, WA	123953013123001
20010 N 767 PR NW, PROSSER, WA	123953013123002
20008 N 767 PR NW, PROSSER, WA	123953013123003
19604 N 767 PR NW, PROSSER, WA	123953013123004
21902 HOSKO RD, PROSSER, WA	123953013124003
21802 HOSKO RD, PROSSER, WA	123953013124004
22604 HOSKO RD, PROSSER, WA	123953013124005
20306 N 219 PR NW, PROSSER, WA	123953013125001
20210 N 219 PR NW, PROSSER, WA	123953013125002
77103 N 767 PR NW, PROSSER, WA	123953013126001
77403 N 767 PR NW, PROSSER, WA	123953013126002
21006 N 767 PR NW, PROSSER, WA	123953013126003
21002 N 767 PR NW, PROSSER, WA	123953013126004

Exhibit B

Rules and Regulations

The Premises’ sidewalks, entries, and driveways shall not be obstructed by Tenant or its agents or used by them for any purposes other than ingress and egress to and from the Premises.

Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, without obtaining Landlord’s written consent. The use of oil, gas, or inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives shall not be brought into the Property.

Tenant shall maintain the Premises free from rodents, insects and other pests. Tenant, at its sole cost, shall be responsible for any pests or other extermination services, which Landlord shall be entitled to request of Tenant from time to time.

Tenant shall not burn any trash or garbage of any kind in or about the Premises.

Tenant shall not permit storage or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises.

All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose.

Tenant assumes full responsibility for protecting the Premises from theft, robbery, pilferage, arson, vandalism or other destruction of property and releases Landlord and its Property Manager from any and all claims arising therefrom.

Tenant shall keep the Premises at a temperature sufficient to prevent freezing of water in pipes and fixtures. The plumbing facilities shall be used only in a manner consistent with the construction thereof. Tenant shall not deposit or permit to be deposited any foreign substance in the plumbing facilities. Tenant shall bear the expense of any breakage, stoppage or damage to the plumbing facilities.

Landlord reserves the right at any time to change or rescind any one or more of these rules or regulations or to make such other and further reasonable rules and regulations as in Landlord’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises. Landlord shall not be responsible to Tenant or to any other person for the nonobservance or violation of the rules and regulations by any other person. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to its occupancy of the Premises herein leased. Any changes in rules and regulations shall become immediately effective upon delivery by Landlord or its Property Manager.

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (“Lease,” “Agreement,” “Lease Agreement,” “Sublease” or “Sublease Agreement”) is entered into and effective as of May 1, 2015 (“Effective Date”), and is between River Ridge Sunshine Farms, LLC, a Washington State limited liability company, (“Landlord”), and Fourdub, LLC, a Washington State limited liability company (“Tenant”) (together, the “Parties”).

This Lease Agreement constitutes the entire agreement between the Parties concerning Tenant’s lease of the real property located at 22604 Hosko Road, Prosser, Washington, and as further described below, and supersedes all previous understandings and agreements between the parties, whether oral or written, and shall not be amended, altered, or changed except by a further writing signed by the Parties.

Recitals

Landlord has the legal right to enter into this Lease Agreement.

Tenant desires to enter into this Lease Agreement by which Tenant leases from Landlord the parcel of real estate as described in Exhibit A.

Section 1 – General

1.1

Premises

1.1.1

The leased real estate (the “Premises”) consists of the real property as described in Exhibit A.

1.1.2

As of the Effective Date, the Premises include one thousand four hundred and twelve (1,412) square feet of warehouse and office space and the Premises shall also be utilized to house at least twenty-one thousand (21,000) square feet of “Plant Canopy.” For purposes of this Lease Agreement, Plant Canopy is defined as usable space for Tenant’s business as defined in the Section of this Agreement entitled “Permitted Use,” and as governed by WAC 314-55.

1.1.3

Landlord and Tenant affirm that Landlord informed Tenant that Landlord is currently leasing the Premises from Ricardo Esparza and Lismar Properties, LLC, pursuant to a lease agreement signed on June 25, 2014 (“Master Lease”).

1.2

Lease Agreement Term

1.2.1

This Lease Agreement commences at 12:01 AM on the Effective Date and shall expire or terminate at 11:59 PM five (5) years after the Effective Date (“Lease Term”). Tenant shall have the right to extend the initial Lease Term as detailed in the Section of this Agreement entitled “Option to Renew.”

1.2.2

The Tenant will have the option to terminate the lease before the expiration of the Lease Term, without penalty, if the construction of twenty-one thousand (21,000) square feet of Greenhouse Space, as described in Exhibit A, “Landlord’s Work,” attached hereto, is not completed by the Landlord by or before December 31, 2015 (“Early Termination”).

1.2.3

Upon Early Termination or at the expiration of the Lease Term, this Agreement shall be of no further force or effect and the Parties shall have no further obligation or liability hereunder.

1.3

Rent and Other Payments

1.3.1

Tenant agrees to pay Landlord a monthly rental fee for the Premises (“Base Rent”) of two dollars and fifty cents ($2.50) per square foot of the total Plant Canopy payable, in advance, on the first (1^st) day of each month.

1.3.2

Upon completion of Landlord’s Work and upon approval by the Washington State Liquor Control Board (the “Board”) of its change of Tenant’s producer license from outdoor to indoor marijuana production, the Base Rent shall increase to nine dollars and fifty-two cents ($9.52) per square foot of Plant Canopy.

1.3.3

Base Rent will accrue for the first six (6) months of the Lease Term but payment of the same will be deferred until November 1, 2015.

1.3.4

Upon signing of this Lease Agreement, Tenant agrees to pay Landlord a non-refundable deposit of ten thousand dollars ($10,000.00), which shall be applied to Base Rent for the first month of the Lease Term when due.

1.3.5

All payments of Base Rent shall be payable to Landlord at the following address or at such other place as Landlord shall from time to time designate by written notice to Tenant:

River Ridge Sunshine Farms LLC

P.O. Box 1288

Prosser, WA 99350

1.4

Permitted Use

1.5

Quiet Enjoyment

If Tenant timely pays Base Rent and all other rent due to Landlord as specified in this Lease Agreement, and if Tenant performs its obligations under this Lease Agreement and complies with all Lease Agreement provisions, Landlord agrees that subject to the terms of this Lease Agreement, Tenant shall peaceably and quietly have, hold, and enjoy possession of the Premises during the Term without disturbance from Landlord or anyone claiming by, through, or under Landlord.

1.6

Notices

1.6.1

All notices, bills, statements, or communications under this Lease Agreement shall be made in writing and shall be effective upon either of the following:

1.6.1.1

upon delivery if delivered in person or via overnight courier to the other party;

1.6.1.2

three (3) days after being sent by registered or certified mail to the other party at the following addresses:

Landlord

Tenant

River Ridge Sunshine Farms LLC

Fourdub LLC

P.O. Box 1288

22604 Hosko Road

Prosser, WA 99350

1.6.1.3

upon confirmed receipt from the other party of a transmission by email to the other party at the following email addresses:

Landlord

riverridgesunshinefarms@gmail.com

Tenant

jeremy@fourdub.com

Section 2 – Premises

2.1

Use

Tenant shall not commit or allow to be committed any waste, or any public or private nuisance, upon the Premises.

2.2

Compliance

2.2.1

Tenant agrees to comply with all laws applicable to the Premises and its use of the Premises. Tenant shall not cause or permit the Premises to be used in any way that violates any Washington State or local law, ordinance, regulation, or administrative order. .

2.2.2

2.2.3

Landlord agrees to remedy, at its sole expense, any noncompliant aspects of the Premises that existed as of the Effective Date.

2.2.4

Tenant agrees that, during the Term, it is responsible for, at its sole cost and expense, altering the Premises as may be required by applicable laws, rules, regulations, and administrative orders:

2.2.4.1

related to Tenant’s use of the Premises in furtherance of the Permitted Use; or

2.2.4.2

for any damage caused by willful misconduct or negligence by Tenant, Tenant’s agents, invitees, subtenants (“Subtenants”), or assignees (“Assignees”).

2.2.5

Landlord agrees that, during the Term, it is responsible for, at its sole cost and expense, altering the Premises as may be required by applicable laws, rules, regulations, and administrative orders:

2.2.5.1

for reasons unrelated to Tenant’s use of the Premises in furtherance of the Permitted Use; or

2.2.5.2

for any damage that was not caused by or a result of the willful misconduct or negligence of Tenant, Tenant’s agents, invitees, Subtenants, or Assignees.

2.2.6

Tenant shall, as required by any applicable state and local laws and at Tenant’s sole expense, procure and maintain all licenses and permits necessary for any use or activity conducted at the Premises.

2.2.7

Tenant shall observe and abide by the Rules and Regulations as set forth in Exhibit B to this Lease and any amendments, revisions, or supplements to such Rules and Regulations that Landlord notifies in writing to Tenant. Tenant shall further be responsible for compliance with the Rules and Regulations by Tenant’s employees, servants, agents, and visitors.

2.3

{The section has been intentionally deleted}

2.4

Repairs, Improvements and Additions

2.4.1

Landlord shall, at its sole expense, be responsible for all repairs and maintenance, whether structural or non-structural, to the roof structure (roof and roof membrane), subfloor, foundation, and exterior walls of the Premises.

2.4.2

After Tenant takes possession of the Premises, Landlord may, after providing Tenant with seventy-two (72) hour notice, enter the Premises and make additions and improvements to the Premises. Landlord must provide Tenant with the names of Landlord’s contractors and reasonably detailed plans and specifications for proposed additions or improvements.

2.4.3

Landlord shall, at its sole expense, be responsible for all normal repairs and maintenance, whether structural or non-structural, necessary to keep the Premises in safe operating condition, including keeping all utilities and other systems serving the Premises – such as heating, ventilation, and air conditioning (“HVAC”) equipment at the Premises – in good condition, and shall promptly repair and replace such equipment.

2.4.4

Notwithstanding anything in this Section to the contrary, Landlord shall not be responsible for any repairs to the Premises made necessary by the negligence or willful misconduct of Tenant, Subtenants, Assignees, or any of Tenant’s or Subtenants’ or Assignees’ employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees (collectively, “Tenant Parties”).

2.4.5

If Tenant fails to perform its obligations under this Section, Landlord may at its discretion enter upon the Premises after ten (10) days’ prior written notice to Tenant to ensure the Premises are in good order, condition and repair. Any costs incurred by the Landlord in furtherance of such efforts, together with interest thereon at the Default Rate as set forth and defined in this Lease Agreement, shall be due and payable as additional rent to Landlord with Tenant’s next installment of Base Rent. Tenant’s failure to perform its obligations under this Section constitutes an Event of Default as subsequently defined under this Agreement.

2.5

Alterations

2.5.1

Tenant may make alterations, additions or improvements to the Premises (“Alterations”) only with the prior written consent of Landlord which, with respect to alterations not affecting the structural components of the Premises or utility systems therein, shall not be unreasonably withheld, conditioned, or delayed.

2.5.2

Tenant’s written request to Landlord for Alterations must include the names of Tenant’s contractors and reasonably detailed plans and specifications for proposed Alterations.

2.5.3

Landlord must respond to Tenant’s written request for Alterations within thirty (30) days of receiving said request.

2.5.4

2.5.5

Tenant shall perform all work related to Alterations of the Premises at Tenant’s expense in compliance with all applicable laws and shall complete all Alterations in accordance with plans and specifications approved in writing by Landlord, using contractors approved in writing by Landlord.

2.5.6

2.5.7

Tenant shall remove all Alterations at the end of the Lease Term unless Landlord consents in writing for Tenant to leave specified Alterations at the Premises, in which case Tenant shall not remove such Alterations and they shall become Landlord’s property. Tenant shall immediately repair any damage to the Premises caused by removal of Alterations.

2.6

Access and Right of Entry

2.6.1

After 72 hours’ notice to Tenant from Landlord (except in cases of emergency, when no notice shall be required), Tenant shall permit Landlord and its agents, employees, and contractors to enter the Premises at all reasonable times to make repairs, inspections, alterations, additions or improvements, provided that Landlord shall use reasonable efforts to minimize interference with Tenant’s use and enjoyment of the Premises. Upon entry into the Premises, Tenant shall ensure that Landlord and any of its agents, employees, and contracts are escorted throughout the Premises by Tenant’s employees.

2.6.2

After 72 hours’ notice to Tenant, and in accordance with Section 2.6.1 of this Agreement, Landlord shall have the right to enter the Premises for the purposes of:

2.6.2.1

showing the Premises to prospective purchasers or lenders;

2.6.2.2

showing the Premises to prospective tenants within 30 days prior to the expiration or sooner of the termination of the Lease Term; and

2.6.2.3

posting signs and advertisements on the Premises indicating that the Premises may be rented (“For Lease” signs) within 30 days prior to the expiration or sooner termination of the Lease Term.

2.7

Signs and Advertisements

2.7.1

Tenant shall obtain Landlord’s written consent, which shall not be unreasonably withheld, as to size, location, materials, method of attachment, and appearance before installing any signs or advertising materials upon the Premises.

2.7.2

Tenant shall install any approved signs or advertising materials at Tenant’s sole expense and in compliance with all applicable laws.

2.7.3

If Tenant damages or defaces the Premises by installing or removing signs or advertising materials, Tenant shall repair such injury or damage to the Premises within two (2) weeks of such damage or defacement.

Section 3 – Lease Renewal and Termination

3.1

Option to Renew

3.1.1

Tenant may extend the initial Lease Term for additional 5-year periods, of which each 5-year period is an “Option Term”, provided that:

3.1.1.1

Tenant gives Landlord written notice stating that Tenant is exercising its right to extend the initial Lease Term pursuant to this Lease Agreement (“Tenant’s Extension Notice”), and that Tenant gives the Landlord each such Tenant’s Extension Notice prior to sixty (60) days before the date on which the Lease Agreement terminates;

3.1.1.2

Landlord agrees to each Option Term in writing; and

3.1.1.3

Landlord and Tenant sign an addendum to this Lease Agreement specifying the Base Rent for each such Option Term.

3.1.1.4

3.1.2

If the conditions of the preceding Section are satisfied, the Lease Term shall be extended for each Option Term, and all the Lease Agreement terms and conditions contained herein shall continue unchanged, except for the Base Rent adjustment as detailed in the preceding Agreement Section.

3.2

Termination Due to Business Impracticability

3.2.1

This Lease Agreement shall automatically and immediately terminate and shall be null, void, and of no force or effect if federal, state, county, or municipal legal authorities notify Landlord or Tenant that Tenant’s use of the Premises is not in compliance with federal, state, county, or municipal law, or that Tenant or Landlord is subject to civil or criminal sanctions due to Tenant’s use or occupancy of the Premises, or that Tenant is not authorized under the state or local laws of the State of Washington to conduct its intended business activities on the Premises.

3.2.2

Notice from legal authorities giving rise to this section includes, but is not limited to:

3.2.2.1

licensing denials issued to Tenant by the Board;

3.2.2.2

licensing revocations issued to Tenant by the Board; and

3.2.2.3

official letters, raids, arrests, seizures, or any notice of any kind that legal action is pending against Landlord or Tenant for Tenant’s use and operation of the Premises.

3.2.3

Landlord, in its sole discretion, may allow Tenant opportunities to cure or remedy any of the foregoing legal or administrative issues to the satisfaction of the notifying governing body before terminating this Lease Agreement under this Section.

3.3

Surrender

3.4

Casualty and Taking

3.4.1

3.4.2

3.4.3

If Landlord does not elect to so terminate, this Lease shall continue in full force and as long as the damage is not caused by the negligence or other wrongful act of Tenant or Tenant Parties, Base Rent shall be proportionately suspended or abated until the Premises, excluding any improvements to the Premises made at Tenant’s expense, or what may remain thereof, shall be put by Landlord in proper condition for use, which Landlord covenants to do with reasonable diligence to the extent permitted by zoning and building codes or ordinances then in existence.

3.4.4

3.4.5

3.4.6

3.5

Holdover

3.5.1

No holding over and remaining on the Premises by Tenant after the Lease Term shall be construed to extend the Lease Term, and Landlord may at its sole discretion exercise any or all of its remedies pursuant to this Agreement or at law. Otherwise, all of the covenants, agreements and obligations of Tenant applicable during the Lease Term shall apply and be performed by Tenant during such period of holding over as if such period were part of the Lease Term.

3.5.2

Tenant shall also pay to Landlord all direct and indirect damages that Landlord sustains by reason of Tenant’s holding over.

3.6

Insurance Termination

This Lease Agreement terminates immediately in the event Tenant’s insurance coverages required under this Lease Agreement are cancelled, lapse, end, or terminate for any reason.

Section 4 – Rent

4.1

Rent Payment

4.1.1

Unless payment is deferred as detailed in the section of this Agreement entitled “Rent and Other Payments,” Tenant shall pay Landlord without notice, demand, deduction, or offset, in lawful money of the United States, the Base Rent on or before the first day of each month during the Lease Term.

4.1.2

Tenant shall pay any additional amounts due to Landlord (“Additional Rent”) (collectively, Base Rent and Additional Rent are “rent” or “Rent”) when required under this Lease Agreement.

4.1.3

4.2

{The section has been intentionally deleted}

4.3

Less Than Full Payment

Section 5 – Utilities and Taxes

5.1

Utilities

5.1.1

5.1.2

Tenant shall be responsible for determining whether available utilities and their capacities satisfy Tenant’s needs.

5.1.3

Tenant shall connect and directly pay for all water, sewer, drainage, gas, janitorial, electricity, garbage removal, heat, cleaning, telephone, internet, cable services, and other utilities and services used by Tenant on the Premises during the Lease Term, regardless of whether such services are billed directly to Tenant.

5.1.4 Landlord will procure, or cause to be procured, without cost to Tenant, all necessary permits, licenses or other authorizations required for the lawful and proper installation, maintenance, replacement, and removal on or from the Premises of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying all utilities or services to the Premises, including all existing structures or any additional structures, including the greenhouse space as detailed in Exhibit A attached hereto, constructed on the Premises during the Lease Term.

5.1.5

5.2

Taxes

5.2.1

5.2.2

Landlord shall pay all real estate taxes and any Taxes resulting from a reassessment of the Premises due to a change of ownership or otherwise.

Section 6 – Insurance

6.1

Tenant’s Liability Insurance

6.1.1

During the Lease Term, Tenant at its sole expense shall pay for and maintain commercial general liability insurance policies issued by companies authorized to conduct business in the State of Washington and as governed by WAC 314-55 and RCW 69.50 et seq. with broad form property damage and contractual liability endorsements that cover all of Tenant’s activities related to and its possession of the Premises (“Liability Insurance Policy”).

6.1.2

The Liability Insurance Policy shall name Landlord, its property manager (if any), and other parties as designated by Landlord and applicable state and local laws as additional insureds using an endorsement form acceptable to Landlord, and shall insure Tenant’s, Subtenants’, Assignees’, and Tenant Parties’ activities and those of such parties’ employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees (collectively, “Insured Parties”) with respect to the Premises against loss, damage or liability for personal or bodily injury (including death) or loss or damage to property arising out of any one incident and arising from Insured Parties’, including Tenant’s and Subtenants’ and Assignees’ use or occupancy of the Premises, with a combined single limit of not less than one million dollars ($1,000,000), and a deductible of not more than $10,000.

6.1.3

Tenant’s liability insurance will be primary and noncontributory with any liability insurance carried by Landlord.

6.1.4

6.1.5

Tenant shall cause to be provided to Landlord a certificate of insurance, setting forth the provisions of insurance coverages issued by the insuring company for each policy period applicable during the Lease Term.

6.2

Tenant’s Property Insurance

During the Lease Term, Tenant shall pay for and maintain special form clauses of loss coverage property insurance (with coverage for earthquake if required by Landlord’s lender and, if the Premises are situated in a flood plain, flood damage) for all of Tenant’s, Subtenants’, Assignees’ and Tenant Parties’ personal property, fixtures, and equipment located on the Premises in the amount of their full replacement value, with a deductible of not more than $10,000. Tenant shall cause to be provided to Landlord a certificate of insurance, setting forth the provisions of insurance coverages issued by the insuring company for each policy period applicable during the Lease Term.

6.3

Landlord’s Insurance

Landlord shall carry such insurance of such types and amounts as Landlord, in its sole discretion, shall deem reasonably appropriate.

6.4

Insurance Cancellation Notice

All insurance policies referenced in this Section shall contain provisions that no policy cancellations, material changes, alterations, or amendments shall be effective without the insurer delivering to Landlord and Tenant written notices of such proposed cancellations, changes, alterations, or amendments not less than ten (10) days prior to the effective date thereof.

6.5

Waiver of Subrogation

Each party shall provide notice to the property insurance carrier or carriers of the Parties’ mutual waiver of subrogation, and shall cause its respective property insurance carriers to waive all rights of subrogation against the other as well as against the property owners, Ricardo Esparza, and Lismar Properties, LLC. These waivers shall not apply to the extent of the deductible amounts to any such property policies or to the extent of liabilities exceeding the limits of such policies. All insurance policies carried by either party with respect to the Premises or such party’s activities thereon shall provide a waiver by the insurer of any rights of subrogation against Landlord, Tenant, and the property owners Ricardo Esparza and Lismar Properties, LLC, and their respective officers, directors, agents, and employees. Tenant shall sign and deliver to Landlord a waiver of Tenant’s subrogation against property owners Ricardo Esparza and Lismar Properties, LLC prior to, and as a condition to, this Lease Agreement.

6.6

Insurance Requirements for Subtenants or Assignees

6.6.1

If Tenant subleases or assigns any or all part or interests in the Premises to a Subtenant or Assignee, Tenant will require Subtenant or Assignee to comply with all provisions of this section.

6.6.2

Tenant may not execute a sublease with Subtenant or an assignment with an Assignee until and on the following conditions:

6.6.2.1

such Subtenant or Assignee obtains insurance coverages of equal or greater coverage and value as required of Tenant and as detailed in this Section;

6.6.2.2

Tenant provides documentation of Subtenant’s insurance coverages to Landlord and Lismar Properties, LLC; and

6.6.2.3

Tenant obtains signed written approvals of Subtenant’s insurance coverages from both Landlord and Lismar Properties, LLC.

6.6.3

Tenant must include in any sublease executed with Subtenant or assignment with an Assignee a provision that such sublease or assignment terminates immediately in the event that Subtenant’s or Assignee’s insurance coverage is cancelled, lapses, ends, or terminates for any reason and that Subtenant or Assignee must notify Tenant immediately in writing of any such insurance cancellation, lapse, ending, or termination.

Section 7 – Indemnification

7.1

Indemnification

7.1.1

7.1.2

Landlord shall defend, indemnify, and hold Tenant harmless against all liabilities, damages, costs, and expenses, including attorneys’ fees, for personal injury, bodily injury (including death) or property damage arising from any negligent or wrongful act or omission of Landlord or Landlord’s employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees on or around the Premises, or arising from any breach of this Lease Agreement by Landlord.

7.1.3

7.1.3.1

the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming under Tenant or the Tenant Parties;

7.1.3.2

any matter occurring on the Premises during the Term;

7.1.3.3

7.1.3.4

7.1.4

If any action or proceeding is brought against Landlord or against its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees (“Landlord Parties”) by reason of any claims under this Section, Tenant upon notice from Landlord shall defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord.

7.1.5

7.1.6

7.2

Waiver of Immunity

7.3

Exemption of Landlord from Liability

Section 8 – Assignment and Subletting

8.1

By Tenant

8.1.1

8.1.2

Tenant shall not voluntarily or by operation of law, without first obtaining the written consent of Landlord and owners of the property, which shall not be unreasonably withheld:

8.1.2.1

mortgage, pledge, or encumber this Lease Agreement or any interest herein; or

8.1.2.2

8.2

By Landlord

8.2.1

Landlord may assign this Lease Agreement without Tenant’s consent.

8.2.2

In the event Landlord transfers its interest in the Premises, other than through a transfer for collateral purposes only, upon the assumption of this Lease Agreement by the transferee, Landlord shall be immediately relieved of any obligations and liabilities accruing in connection with the Premises after the date of such transfer, including liability for any retained security deposit or prepaid Rent, for which the transferee shall be liable, and Tenant shall seek any applicable remedies from the transferee.

Section 9 – Liens

9.1

Tenant shall not subject the Landlord’s assets to any liens or claims of lien.

9.2

Tenant shall keep the Premises free from any liens created by or through Tenant.

9.3

Tenant shall indemnify and hold Landlord harmless from liability for any such liens including, without limitation, liens arising from any Alterations.

9.4

If a lien is filed against the Premises by any person claiming by, through or under Tenant, Tenant shall notify Landlord of the lien within three 3) days of Tenant’s receiving notification of the lien. Within ten (10) days after Landlord’s demand and at Tenant’s expense, Tenant shall either remove the lien or furnish to Landlord a bond in form and amount and issued by a surety satisfactory to Landlord, indemnifying Landlord and the Premises against all liabilities, costs and expenses, including attorneys’ fees, which Landlord could reasonably incur as a result of such lien.

Section 10 – Default

10.1

Tenant’s Default

The following occurrences shall each constitute a default by Tenant (an “Event of Default”):

10.1.1

Failure To Pay. Failure by Tenant to pay any sum, including Rent, due under this Lease Agreement following five (5) days’ notice from Landlord of the failure to pay.

10.1.2

Abandonment. Tenant’s absence from the Premises of 5 or more days while Tenant is in breach of one or more terms of this Lease Agreement (“Abandonment”). Landlord’s remedies for Tenant’s Abandonment shall not be subject to any obligation for Landlord to provide Tenant notice or a right to cure.

10.1.3

10.1.4

10.1.5

10.1.6

Failure to Take Possession. Failure by Tenant to take possession of the Premises on the Effective Date.

10.2

Landlord Default

Landlord will be considered in default if Landlord fails to perform its obligations under this Lease Agreement within twenty (20) days after notice by Tenant to Landlord, unless a reasonable cure is impossible within such time period.

10.3

Notice Regarding Default or Demand

Any notice periods granted herein shall be deemed to run concurrently with, and not in addition to, any default notice periods required by law.

Section 11 - Remedies

11.1

Event of Default and Termination

11.1.1

Upon an Event of Default, Landlord may immediately terminate this Lease Agreement and any of Tenant’s interests under this Agreement and may exercise all available remedies against Tenant available at law or in equity.

11.1.2

Upon termination of this Lease Agreement for an Event of Default or for any other reason with the exception of the happening of the events set forth in Section 3.2, Tenant will remain liable to Landlord for damages in an amount equal to the Rent and other amounts that would have been owing by Tenant under this Lease Agreement for the balance of the Lease Term less the proceeds, if any, from Landlord’s re-letting of the Premises subsequent to the termination after Landlord’s re-letting expenses are subtracted from the re-letting net proceeds. Such damages are calculated as follows:

Tenant Damages Owed Landlord = [Rent/Owed Amounts for Lease Balance] – [Re-Letting Net Proceeds] – [Re-Letting Expenses]

11.1.3

11.1.3.1

unpaid rent which had been earned at the time of termination;

11.1.3.2

the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of rent loss which Tenant proves could reasonably have been avoided;

11.1.3.3

the amount by which the unpaid rent for the balance of the term of the Lease Agreement after the time of award exceeds the amount of rent loss that Tenant proves could reasonably be avoided; and

11.1.3.4

any other amount necessary to compensate Landlord for all proven detriment proximately caused by the Event of Default or Tenant’s failure to perform its obligations under the Lease Agreement, or which in the ordinary course would be likely to result from the Event of Default including without limitation Re-Letting Expenses as defined in this Lease Agreement.

11.2

Re-Entry and Re-Letting

11.2.1

For purposes of this Lease Agreement, expenses relating to the re-letting or re-leasing of the Premises (“Re-Letting Expenses”) are defined so as to include all such expenses including but not limited to all repossession costs, brokerage commissions and costs for securing new tenants, attorneys’ fees, remodeling and repair costs, costs for removing persons or property, costs for storing Tenant’s property (with the exception of any of Tenant’s products) and equipment, and costs of improvements and rent concessions granted by Landlord to any new Tenant.

11.2.2

Upon an Event of Default, Landlord may continue this Lease Agreement in full force and effect and, without demand or notice, re-enter and take possession of the Premises or any part thereof, expel Tenant and anyone claiming through or under Tenant from the Premises, and with the exception of any of Tenant’s products remove the personal property of Tenant or anyone claiming through or under Tenant.

11.2.3

11.2.4

To the fullest extent permitted by law, the proceeds of any re-letting or re-leasing of the Premises shall be applied as follows:

11.2.4.1

first, to pay Landlord all Re-Letting Expenses;

11.2.4.2

second, to pay any indebtedness of Tenant to Landlord other than rent;

11.2.4.3

third, to the rent due and unpaid hereunder; and

11.2.4.4

11.2.5

11.2.6

Landlord reserves the right under this Section following any re-entry or re-letting, or both, to exercise its right to terminate the Lease Agreement.

11.2.7

11.2.8

11.3

Costs and Attorney’s Fees

11.4

Tenant’s Remedies

11.4.1

11.4.2

11.4.3

In no event shall Landlord be liable to Tenant for any loss of business or any indirect, special, or consequential damages suffered by Tenant from whatever cause.

Section 12 – Other Provisions

12.1

Governing Law

This Lease Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

12.2

Severability

Any provision of this Lease Agreement which shall be declared invalid, void, unenforceable or illegal by any court, government body, or any other entity having competent jurisdiction shall in no way affect, impair, or invalidate any other provision of this Lease Agreement.

12.3

Bar to Constructive Waiver

12.3.1

Landlord’s failure to insist, in any one or more instances, upon the strict performances of any of the terms, conditions, agreements and covenants set forth in the respective provisions of this Agreement, or to exercise any option herein conferred, shall not be considered a waiver or relinquishment for the future of any such terms, conditions, agreements or covenants, or any such options, but the same shall continue and shall remain in full force and effect.

12.3.2

The failure of Landlord or Tenant to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease shall not be deemed a waiver of such violation nor shall it prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation.

12.3.3

The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed to have been a waiver of such breach by Landlord unless such waiver be in writing signed by the party to be charged.

12.3.4

No consent or waiver, express or implied, by Landlord to or of any breach of any agreement or duty shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty. No acceptance by Landlord of a lesser sum than the Base Rent, Additional Rent, or any other amount then due shall be deemed to be other than on account of the earliest installment of such Rent or amount due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent or other charge be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or pursue any other remedy set forth in this Lease.

12.4

Authority to Contract

12.5

Heirs and Assigns

This Lease Agreement shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, representatives, successors and assigns.

12.6

Force Majeure

Time periods for either party’s performance under any provisions of this Lease Agreement shall be extended for periods of time during which the party’s performance is prevented due to circumstances beyond such party’s control, including but not limited to fires, floods, earthquakes, acts of God, public enemy, changes in local or State law that may affect the practicability or legality of the Permitted USE, or war or other strife.

12.7

Confidentiality

Tenant agrees that all terms and provisions included in this Lease are strictly confidential and shall not be disclosed to third parties. If Tenant makes any communication stating any of the terms or provisions of this Lease to any third party, it shall constitute a material breach of this Lease, and Landlord may take appropriate legal action. Nothing in this section shall limit Tenant's right to apply for specialized licensing from state, county, or municipal government or to communicate with government authorities concerning Tenant's occupation and use of the Premises. Nothing in this section shall constitute a penalty to or material breach by Tenant of this Agreement should Tenant be required by any government authority to remit to it a copy of this Leasehold to ensure compliance with applicable laws and/or to obtain licenses or permits required for Tenant to conduct the Permitted Use.

12.8

Public Disclosure

Neither party shall make or permit to be made any press release or other similar public statement regarding this Lease without other the party’s prior approval, which approval shall not be unreasonably withheld.

12.9

Financial Information

12.10

{The section has been intentionally deleted}

12.11

Counterparts

[Remainder of Page Intentionally Left Blank – Signature Page to Follow]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease Agreement on the dates stated below.

LANDLORD:

River Ridge Sunshine Farms, LLC

By: /s/ Ricardo Esparza

Name: Ricardo Esparza

Title: Member

Executed on: April 13, 2015

TENANT:

Fourdub, LLC

By: /s/ Jeremy Jacola

Name: Jeremy Jacola

Title: Member

Executed on: April 13, 2015

By: /s/ Paul Rossner

Name: Paul Rossner

Title: Member

Executed on: April 13, 2015

Exhibit A

Description of Premises

Property

Street Address:

22604 Hosko Road, Prosser, WA

Parcel No.:

123953013124005

Legal Description:

SECTION 23, TOWNSHIP 9 NORTH, RANGE 25 EAST, QUARTER SW: SHORT PLAT #3124, LOT 1 & 2, RECORDED 7/72008, UNDER AUDITOR’S FILE NO. 2008-019964. RECORDED IN VOLUME 1 OF SHORT PLATS, PAGE 3124, RECORDS OF BENTON COUNTY, WASHINGTON

Existing Buildings and Infrastructure

Greenhouse #1: 600 square feet

Greenhouse #2: 900 square feet

Warehouse Building: 1,412 square feet complete with office space, restroom, storage, and quarantine room

Perimeter fencing

32-camera security system

Landlord’s Work

Greenhouse Space and other Construction to be Undertaken by Landlord on or before December 31, 2015:

Eight (8) 24’ X 144’ gutter connected greenhouses complete with automated climate control system, black out system, and supplemental lighting system

Expansion to perimeter fencing as needed

Expansion to camera security system as needed

Exhibit B

Rules and Regulations

The Premises’ sidewalks, entries, and driveways shall not be obstructed by Tenant or its agents or used by them for any purposes other than ingress and egress to and from the Premises.

Tenant shall not burn any trash or garbage of any kind in or about the Premises.

Tenant shall not permit storage or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises.

All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose.

SUBLEASE AGREEMENT

ADDENDUM 1

THIS SUBLEASE AGREEMENT ADDENDUM 1 (“Addendum 1”) is entered into and effective as of May 1, 2015 (“Effective Date”), and amends that certain Sublease Agreement between River Ridge Sunshine Farms LLC, a Washington State limited liability company (“Landlord”), and Fourdub LLC, a Washington State limited liability company (“Tenant”) (together, “Parties”), entered into and effective as of May 1, 2015 (“Sublease Agreement”).

The Sublease Agreement is hereby amended as follows:

1.1

Premises

1.1.1

2.6

Access and Right of Entry

2.6.1

2.6.2

Tenant must be present at all times the Landlord or any of its agents, employees, and contracts access or enter the Premises.

2.6.3

In accordance with Sections 2.6.1 and 2.6.2 of this Agreement, Landlord shall have the right to enter the Premises for the purposes of:

2.6.2.1

showing the Premises to prospective purchasers or lenders;

2.6.2.2

showing the Premises to prospective tenants within 30 days prior to the expiration or sooner of the termination of the Lease Term; and

2.6.2.3

posting signs and advertisements on the Premises indicating that the Premises may be rented (“For Lease” signs) within 30 days prior to the expiration or sooner termination of the Lease Term.

11.2

Re-Entry and Re-Letting

11.2.2

Upon an Event of Default, Landlord may continue this Lease Agreement in full force and effect and, without demand or notice, take possession of the Premises, expel Tenant from the Premises, and remove the personal property of Tenant except that, prior to the removal of any personal property, Landlord must notify the Washington State Liquor Control Board for removal of any marijuana or cannabis products.

[Signature Page Follows]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Addendum 1 on the dates stated below.

LANDLORD:

River Ridge Sunshine Farms, LLC

By: /s/ Ricardo Esparza

Name: Ricardo Esparza

Title: Member

Executed on: May 1, 2015

TENANT:

Fourdub LLC

By: /s/ Jeremy Jacola

Name: Jeremy Jacola

Title: Member

Executed on: May 1, 2015

By: /s/ Paul Rossner

Name: Paul Rossner

Title: Member

Executed on: May 1, 2015

LOAN AGREEMENT

This Loan Agreement ("Agreement") is made and effective this 1^st day of April, 2014.

BETWEEN:

Lexington Ridge Holdings Inc. (the "Lender"), a corporation organized and existing under the laws of the Province of British Columbia;

AND:

Indie Growers Association (the "Borrower"), a corporation organized and existing under the laws of the State of Nevada

WHEREAS the Borrower is seeking financing of US$ 500,000 for operating expenses and construction of agricultural buildings and related infrastructure;

AND WHEREAS the Lender has agreed to provide such financing until such time the Borrower is able to generate sufficient income or raise additional financing to repay the loan.

NOW THEREFORE this Agreement witnesses that in consideration of the premises, covenants and agreements hereinafter set forth, the parties hereto covenant, agree, represent and promise as follows:

Loan. The Lender has agreed to provide up to US$500,000 (the “Loan”) by way of a draw down facility to the Borrower upon and subject to the terms and conditions contained in this Loan Agreement.

Repayment of Loan. The principal amount of the Loan and any accrued interest shall be due upon demand.

Interest. The rate of interest shall accrue at 5% per annum on any outstanding balance.

Conversion. The Lender may at its discretion elect to transfer at any time all or part of the Loan into common shares of the Company convertible at a rate of $0.001 per share.

Default. If the Borrower fails to make any payment or complete any conversion of debt into common shares within 10 days of demand by the Lender, the Borrower shall be in default. In event of default, the Lender can, without further notice, demand immediate payment of the entire remaining unpaid balance and accrued interest and seek damages in a court of law.

In the event that any part of this Agreement and any term or terms of the same shall be found to be illegal or for any other reason unenforceable in law, such finding shall in no event invalidate any other part of term or terms of this Agreement.

This Agreement shall be interpreted according to the laws and courts of the State of Nevada.

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements between the parties. This Agreement may be amended only by an instrument in writing which expressly refers to this Agreement and specifically states that it is intended to amend it. No party is relying upon any warranties, representations or inducements not set forth herein.

This Agreement shall be binding upon the parties hereto and their successors and assigns and shall enure to the benefit of the parties hereto and their successors and assigns.

10.

Each of the parties, at their sole expenses, covenants and agrees to do, execute and deliver such further acts, assurances and documents, as the other party from time to time may require or demands for the assuring or confirming unto the other party of the rights hereby created or intended now or hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of this Agreement.

11.

Any notice to be given under this Agreement shall be delivered in person or mailed by registered mail during normal postal service or by courier to the parties entitled to receive same at the address set out below or such other address which such party may notify the remaining party in the manner set out herein.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first above written.

/s/ Robert Coleridge

/s/ C. William Lehner

Robert Coleridge, President

C. William Lehner, Director

Indie Growers Association

Lexington Ridge Holdings Inc.

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT



Name		Jurisdiction of Incorporation or Organization
River Ridge Sunshine Farms LLC		Washington

EXHIBIT 31

INDIE GROWERS ASSOCIATION

Certification Pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14

I, Robert Coleridge, certify that:

1. I have reviewed this Annual Report on Form 10-K/A, Amendment No. 2, of Indie Growers Association;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s Principal Executive Officer and Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



November 13, 2015	/s/ Robert Coleridge
	Principal Executive Officer and Principal Financial Officer

EXHIBIT 32

INDIE GROWERS ASSOCIATION

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the accompanying Annual Report on Form 10-K/A, Amendment No. 2, of Indie Growers Association (the “Company”) for the year ended March 31, 2015 (the “Report”), I, Robert Coleridge, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 13, 2015

/s/ Robert Coleridge

Robert Coleridge

Principal Executive Officer and

Principal Financial Officer

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