EX-10.39 6 exhibit1039mastronardibe.htm EX-10.39 exhibit1039mastronardibe


 


 


 
"Option to Renew": (Article 1) "Base Rent": (Article 2) "Lease Rate": (Article 2) "Net Lease": "Prepaid Rent": (Article 2) "Permitted Use": (Article 3) "Address of Tenant": (Article .lQ) #96319073v33 Tenant shall have four (4) five (5) year options to renew at rent calculated in accordance with Section 1.4 hereof. Beginning on the Commencement Date until the second (2nd) anniversary of the Commencement Date, a monthly amount equal to $793,975.20. 7 .5% annual rate. Landlord and Tenant acknowledge and agree that this is an "absolute triple net lease" and that Landlord shall receive the Base Rent during the Term, free from all charges, assessments, impositions, expenses and deductions of any and every kind or nature whatsoever relating to the Leased Property. Landlord shall have no obligations relating to the repair, maintenance or operation of the Leased Property, or any part thereof. Tenant shall be solely responsible for same. An amount equal to $19,055,404.88. The Leased Property shall be used in compliance with the Standards (as defined herein) and solely for the purposes of the operation and maintenance of a controlled environmental agriculture facility to produce and sell crops or other plant material (and associated and ancillary products) produced at the Facility, and for incidental uses related thereto, and for no other use or purpose, in each such case, to the extent Tenant remains in compliance with current zoning for the Site and all Applicable Laws. AppHarvest Berea Farm, LLC 500 Appalachian Way Morehead, KY 40351 Attention: Jonathan Webb, CEO and Loren Eggleton, CFO E-mail: [***] With a copy to: Cooley LLP 11951 Freedom Drive, Suite 1400 Reston, VA 20190 Attention: John G. Lavoie E-mail: [***] 3


 
"Address of Landlord": (Article 10) #96319073v33 c/o Mastronardi Produce - USA, Inc. 28700 Plymouth Road Livonia, Michigan 48150 Attention: David Einstandig, SVP and General Counsel E-mail: [***] and: c/o Mastronardi Produce Limited 2100 Road 4 East Kingsville, ON N9Y 2E5 Canada Attention: Richard Ball, CFO E-mail: [***] With a copy to: Davis Polk & Wardwell LLP 450 Lexington A venue New York, New York 10017 Attention: Leonard Kreynin and Brian D. Hirsch E-mail: [***] 4


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 
IN WITNESS WHEREOF, the parties hereto have duly executed this Lease on the day and year first above written. LANDLORD MASTRONARDI BEREA LLC, a Delaware limited liability company By: __________ _ Name: Title: TENANT APPHARVEST BEREA FARM, LLC, a Delaware limited liability company By: AppHarvest Operations, Inc., a Delaware public benefit corporation Its: Sole Member By: /s/ Loren Eggleton Name: Loren Eggleton Title: Chief Financial Officer [Signature Page - Berea SLB Master Lease]