Common use of Limitation of Issuer’s Liability Clause in Contracts

Limitation of Issuer’s Liability. No agreements or provisions contained in this Agreement nor any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with any property of the Company financed, directly or indirectly, out of the Bond proceeds or the issuance, sale and delivery of the Bonds will give rise to any pecuniary liability of the Issuer, its officials, employees, agents or members of its governing body or constitute a charge against the Issuer’s general credit, or will obligate the Issuer financially in any way, except with respect to the Basic Rent available under the Lease and the Indenture provided by the Company and pledged to the payment of the Bonds, and their application as provided under the Indenture. No failure of the Issuer to comply with any terms, covenants or agreements in this Agreement or in any document executed by the Issuer in connection with the Bonds will subject the Issuer, its officials, employees, agents and members of its governing body to any pecuniary charge or liability except to the extent that the same can be paid or recovered from the funds available under the Lease or the Indenture provided by the Company and pledged to the payment of the Bonds. None of the provisions of the Bond Documents will require the Issuer to expend or risk its own funds or to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under the Bond Documents. Nothing in this Agreement will preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement in any of the Bond Documents; provided, that no costs, expenses or other monetary relief will be recoverable from the Issuer except as may be payable from the funds available under the Lease or the Indenture provided by the Company and pledged to the payment of the Bonds.

Limitation of Issuer’s Liability. No agreements or provisions contained in this Agreement nor any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with any property of the Company financed, directly or indirectly, out of the Bond proceeds or the issuance, sale and delivery of the Bonds will give rise to any pecuniary liability of the Issuer, its officials, employees, agents or members of its governing body the Governing Body or constitute a charge against the Issuer’s general credit, or will obligate the Issuer financially in any way, except with respect to the Basic Rent available under the Lease and the Indenture provided by the Company and pledged to the payment of the Bonds, and their application as provided under the Indenture. No failure of the Issuer to comply with any terms, covenants or agreements in this Agreement or in any document executed by the Issuer in connection with the Bonds will subject the Issuer, its officials, employees, agents and members of its governing body Governing Body to any pecuniary charge or liability except to the extent that the same can be paid or recovered from the funds available under the Lease or the Indenture provided by the Company and pledged to the payment of the Bonds. None of the provisions of the Bond Documents will require the Issuer to expend or risk its own funds or to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under the Bond Documents. Nothing in this Agreement will preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement in any of the Bond Documents; provided, that no costs, expenses or other monetary relief will be recoverable from the Issuer except as may be payable from the funds available under the Lease or the Indenture provided by the Company and pledged to the payment of the Bonds.

Limitation of Issuer’s Liability. No agreements or provisions contained in this Agreement herein nor any agreement, covenant or undertaking by of the Issuer contained in any Financing Document or any certificate or other document delivered in connection therewith executed by the Issuer in connection with any property of the Company financed, directly or indirectly, out of the Bond proceeds or the issuance, sale and delivery of the Bonds will shall give rise to any pecuniary liability of the Issuer, its officials, employees, agents Issuer or members a general obligation of its governing body or constitute a charge against the Issuer’s its general credit, credit or will shall obligate the Issuer financially in any way, except with respect to the Basic Rent funds available hereunder or under the Lease and the Indenture provided by the Company and pledged to the payment of the Bonds, and their application as provided under the Indenture. No failure of the Issuer to comply with any termsterm, covenants covenant or agreements in this Agreement agreement herein or in any document Financing Document executed by the Issuer in connection with the Bonds will shall subject the Issuer, its officials, employees, agents and members of its governing body Issuer to any pecuniary charge or liability except to the extent that the same can be paid or recovered from the funds available hereunder or under the Lease or the Indenture provided by the Company and pledged to the payment of the Bonds. None of the provisions of the Bond Documents will require the Issuer to expend or risk its own funds or to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under the Bond Documents. Nothing in this Agreement will herein shall preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement herein or in any of the Bond DocumentsIndenture which requires performance solely by the Issuer; provided, that no costs, expenses or other monetary relief will shall be recoverable from the Issuer except as may be payable from the funds available hereunder or under the Lease or the Indenture provided by the Company and pledged to the payment of the Bonds. In construing the provisions of this Loan Agreement, the Company and the Trustee acknowledge that the Issuer is serving only in a conduit capacity and undertakes no responsibility with respect to the monitoring of Bond and/or Loan proceeds and money derived from other sources regarding the Loan, the Bonds and/or the Project.

Limitation of Issuer’s Liability. No agreements or provisions contained in this Agreement any Bond Document nor any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with any property of the Company financed, directly or indirectly, out of the Bond proceeds or the issuance, sale and delivery of the Bonds will give rise to any pecuniary liability of the Issuer, its officialsofficers, employees, agents or members of its governing body or constitute a charge against the Issuer’s general credit, or will obligate the Issuer financially in any way, except with respect to the Basic Rent available under the Lease and the Indenture provided by the Company and pledged to the payment of the BondsRent, and their its application as provided under the this Indenture. No failure of the Issuer to comply with any terms, covenants or agreements in this Agreement any Bond Document or in any document executed by the Issuer in connection with the Bonds will subject the Issuer, its officials, employees, agents officers and members of its governing body the Governing Body to any pecuniary charge or liability except to the extent that the same can be paid or recovered from the funds available Basic Rent. Without limiting the requirement to perform its duties or exercise its rights and powers under the Lease Bond Documents upon receipt of appropriate indemnity or the Indenture provided by the Company and pledged to the payment of the Bonds. None payment, none of the provisions of the any Bond Documents Document will require the Issuer to expend or risk its own funds or otherwise to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under any Bond Document. CITY OF RIO RANCHO, NEW MEXICO By: Xxxxxxxx X. Xxxx, Mayor NATURE’S TOOLBOX, INC. By: Title: NTX BONDHOLDER, LLC By: Title: BOKF, NA, as Depositary By: Title: EXHIBIT A FORM OF BOND THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAW AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE INDENTURE, PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS APPLICABLE TO THE TRANSFER AT THE TIME OF THE TRANSFER AND DELIVERY OF A CERTIFICATE OF QUALIFIED TRANSFEREE AS PROVIDED BELOW. No. R-1 Up to $20,000,000 United States of America State of New Mexico City of Rio Rancho, New Mexico Taxable Industrial Revenue Bond (Nature’s Toolbox, Inc. Project) Series 2021 MATURITY DATE INTEREST RATE ISSUE DATE [March 1], 2051 5% per annum [March ], 2021 The CITY OF RIO RANCHO, NEW MEXICO, a municipality and political subdivision existing under the Bond Documents. Nothing in this Agreement will preclude Constitution and laws of the State of New Mexico (the “Issuer”), for value received, promises to pay, solely from the source described below, to NTX BONDHOLDER, LLC, a proper party in interest New Mexico limited liability company (together with its successors and assigns, and transferees as permitted below, the “Purchaser”), on the Maturity Date specified above, TWENTY MILLION DOLLARS (subject to prior optional redemption as described below) or so much of such amount as has been advanced by the Purchaser and is outstanding and to pay, solely from seeking and obtainingsuch source, to the extent permitted by lawPurchaser under the Indenture as shown on the records of Nature’s Toolbox, specific performance against Inc., a Delaware corporation (together with its successors and assigns, the Issuer for any failure “Company”) on the relevant payment date, interest on principal amounts advanced with respect to comply with any termthis bond from the dates of such advances at the Interest Rate specified above (computed on the basis of a 360-day year consisting of twelve 30- day months) until payment of such principal amount. Such interest is payable annually on [March 1], conditionbeginning [March 1, covenant or agreement in any 2022]. All unpaid principal and interest on this bond is due and payable on the Maturity Date. The final payment of the Bond Documents; providedprincipal of and interest on this bond is payable in immediately available funds at the principal office of the Company, that no costs, expenses or other monetary relief will upon presentation and surrender of this bond. Payments of the principal of and interest on this bond prior to the final payment hereof are to be recoverable from made to the Issuer except as may be payable from the Purchaser on such payment date by wire transfer of immediately available funds available under the Lease or the Indenture provided by the Company to the Purchaser. Alternative means of payment of principal and interest may be used if mutually agreed upon between the Purchaser and the Company. All such payments will be made in lawful money of the United States of America. This bond is issued under and pursuant to the Constitution and laws of the State of New Mexico, particularly pursuant to Sections 3-32-1 through 3-32-16 NMSA 1978, as amended, and pursuant to Ordinance 1 duly adopted by the Issuer (the “Bond Ordinance”). Proceeds of this bond will be used to acquire, construct, renovate, install and equip a biologic research, development and production facility (the “Project”), to be located within the boundaries of the City of Rio Rancho, New Mexico. The principal of, interest on and redemption price of this bond are payable solely from the Basic Rent derived by the Issuer from the Lease Agreement dated as of [March 1], 2021 (the “Lease”) between the Issuer and the Company, which Lease relates to the Project and the Basic Rent (as defined in the Lease) payable thereunder has been pledged and assigned by the Issuer to the Purchaser under the Indenture dated as of [March 1], 2021 (together with any amendments and supplements, the “Indenture”) among the Issuer, the Purchaser, the Company and BOKF, NA, as Depositary (the “Depositary”). Reference is made to the Indenture and the Lease for the provisions, among others, with respect to the custody and application of the proceeds of the sale of this bond, the collection and disposition of income and other revenues, the transfer of this bond, a description of the account charged with and pledged to the payment of the Bonds.principal of, interest on and redemption price of this bond, the nature and extent of the security, the terms and conditions under which this bond is issued and the amounts that are to be advanced with respect to this bond by the Purchaser, and the rights, duties and obligations of the Issuer, the Company, the Purchaser and the Depositary. By accepting this bond, the holder accepts and undertakes to perform all of the obligations of the Purchaser. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW MEXICO OR OF ANY OF ITS POLITICAL SUBDIVISIONS, INCLUDING THE ISSUER, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, INTEREST ON OR REDEMPTION PRICE OF THIS BOND. THE PRINCIPAL OF, INTEREST ON AND REDEMPTION PRICE OF THIS BOND WILL NEVER CONSTITUTE A DEBT OR INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES OF THE STATE OF NEW MEXICO. THIS BOND WILL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE STATE OF NEW MEXICO, ANY OF ITS POLITICAL SUBDIVISIONS OR OF THE ISSUER OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. This bond may be called for redemption, as provided in the Indenture, at the option of the Company as a whole or in part on any date selected by the Company, at a redemption price equal to the principal amount to be redeemed plus interest accrued on such principal amount to the redemption date. Upon any partial prior redemption of this bond, the Purchaser will make an appropriate notation on this bond indicating the date and amount of prepayment, except in the case of final maturity, in which case this bond must be presented to the Company prior to payment. If a Default (as defined in the Indenture) occurs, the Purchaser may cause the then unpaid principal amount of this bond and all accrued interest to be immediately due and payable as provided in the Indenture. Neither the Issuer nor the Depositary has any responsibility to act on behalf of the Purchaser with respect to any Default. The Purchaser is authorized to endorse on the schedule attached to this bond the date and amount of each advance by the Purchaser pursuant to Section 4.04 of the Indenture. Failure to make any such endorsement or any error in such endorsement will not affect the rights or obligations of the Issuer, the Company or the Purchaser. This bond may be transferred in whole but not in part. NOTWITHSTANDING ANY PROVISION OF THIS BOND TO THE CONTRARY, NEITHER THIS BOND NOR ANY INTEREST IN THIS BOND MAY BE, DIRECTLY OR INDIRECTLY, OFFERED, SOLD, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF (INDIVIDUALLY AND COLLECTIVELY, A “TRANSFER”) EXCEPT IN COMPLIANCE WITH SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS, AND ANY SUCH PURPORTED TRANSFER OF THIS BOND WILL NOT BE EFFECTIVE UNLESS THE TRANSFEROR PROVIDES TO THE ISSUER AND THE COMPANY (A) AN OPINION, FROM LEGAL COUNSEL EXPERIENCED IN SECURITIES LAWS MATTERS, WHICH COUNSEL MUST BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THE TRANSFER COMPLIES WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND

Limitation of Issuer’s Liability. No agreements or provisions contained in this Agreement herein nor any agreement, covenant or undertaking by of the Issuer contained in any document Financing Document executed by the Issuer in connection with any property of the Company financed, directly or indirectly, out of the Bond proceeds or the issuance, sale and delivery of the Bonds will shall give rise to any pecuniary liability of the Issuer, its officials, employees, agents Issuer or members a general obligation of its governing body or constitute a charge against the Issuer’s its general credit, credit or will shall obligate the Issuer financially in any way, except with respect to the Basic Rent funds available hereunder or under the Lease and the Indenture provided by the Company and pledged to the payment of the Bonds, and their application as provided under the Indenture. The Issuer has no taxing power. No failure of the Issuer to comply with any termsterm, covenants covenant or agreements in this Agreement agreement herein or in any document Financing Document executed by the Issuer in connection with the Bonds will shall subject the Issuer, its officials, employees, agents and members of its governing body Issuer to any pecuniary charge or liability except to the extent that the same can be paid or recovered from the funds available hereunder or under the Lease or the Indenture provided by the Company and pledged to the payment of the Bonds. None of the provisions of the Bond Documents will require the Issuer to expend or risk its own funds or to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under the Bond Documents. Nothing in this Agreement will herein shall preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement herein or in any of the Bond DocumentsIndenture; provided, that no costs, expenses or other monetary relief will shall be recoverable from the Issuer except as may be payable from the funds available hereunder or under the Lease or the Indenture provided by the Company and pledged to the payment of the Bonds.. Notwithstanding any other provision of this Loan Agreement or any other Financing Document,

Limitation of Issuer’s Liability. No To the fullest extent permitted by law, no agreements or provisions contained in this Agreement the Bond Documents nor any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with any property of the Company financed, directly or indirectly, out of proceeds of the Bond proceeds Bonds or the issuance, sale and delivery of the Bonds will give rise to any pecuniary liability of the Issuer, its officials, employees, agents or members of its governing body Governing Body or constitute a charge against the Issuer’s general credit, or will obligate the Issuer financially in any way, except with respect to the Basic Rent revenues available under the Lease and this Agreement or under the Indenture provided by the Company and pledged to the payment of the Bonds, and their application as provided under the Indenture. No failure of the Issuer to comply with any terms, covenants or agreements in this Agreement or in any document executed by the Issuer in connection with the Bonds will subject the Issuer, its officials, employees, agents and members of its governing body Governing Body to any pecuniary charge or liability except to the extent that the same can be paid or recovered from the funds revenues available under the Lease this Agreement or under the Indenture provided by the Company and pledged to the payment of the Bonds. None of the provisions of the Bond Documents will require the Issuer to expend or risk its own funds or to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under the Bond Documents. Nothing in this Agreement will preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement in any of this Agreement or in the Bond DocumentsIndenture; provided, that no costs, expenses or other monetary relief will be recoverable from the Issuer except as may be payable from the funds available under the Lease this Agreement or under the Indenture provided by the Company and pledged to the payment of the Bonds. Notwithstanding any other provisions of this Agreement, none of the provisions of this Agreement shall require the Issuer to expend or risk its own funds or to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder unless it shall have first been adequately indemnified to its satisfaction against the cost, expense and liability which may be incurred thereby.