Loading...
HomeMy WebLinkAboutC-20-10 FLWR Co RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-10 Submitted On: Dec 03, 2020 Applicant Kortney Potter support@urbanleef.com Applicant (Entity) Name: Urban Leef LLC DBA: Urban Leef Physical Address: 18627 Brookhurst St #195 City: Fountain Valley State: CA Zip Code: 92708 Primary Contact Same as Above? Yes Primary Contact Name: Kortney Potter Primary Contact Title: CEO/Owner Primary Contact Phone: Primary Contact Email: support@urbanleef.com HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: No Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: Limited Liability Company Property Owner Name: TRTP INC. Tejinder Randhawa Proposed Location Address: 311 N. Abby St City: Fresno State: CA Zip Code: 93701 Property Owner Phone: Property Owner Email: trandhawa@cmcfresno.com Assessor's Parcel Number (APN): 459-161-24 Proposed Location Square Footage: Supporting Information Application Certification Owner Information 3378 List all fictitious business names the applicant is operating under including the address where each business is located: Leef Industries LLC 3700 E Vista Chino Unit D Palm Springs CA 92262 LIC. C10-0000004-LIC Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? Yes If so, please list and explain: City of Stanton- Retail Storefront - Currently Pending Application Review City Of Oxnard-Retail Storefront- Currently waiting for City to Restart retail application window. Per city's website. I hereby certify, under penalty of perjury, on behalf of myself and all owners, managers and supervisors identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued. In addition, I understand that the filing of this application grants the City of Fresno permission to reproduce submitted materials for distribution to staff, Commission, Board and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application. Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Fresno Municipal Code and State law. Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. Iunderstand that a misrepresentation of the facts is cause for rejection of this application, denial of a permit or revocation of an issued permit. A denial or revocation on these grounds shall not be appealable (FMC 9-3319(d)). Name and Digital Signature true Title CEO/Owner Please note: the issuance of a permit will be determined based on the application you submit and any major changes to your business or proposal (i.e. ownership, location, etc.) after your application is submitted may result in a denial. All applications submitted are considered public documents for Public Records Act request purposes. For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Fresno Municipal Code Article 33 and any additional requirements to complete the application process. All documents can be found online via this link. For questions please contact the City Manager’s Office at 559.621.5555. Owner Name:Owner Title: Business Name: Urban Leef - changed name to FLWR Co. Application #: C-20-10 CANNABIS BUSINESS PERMIT APPLICATION REVIEW - RETAIL Points Possible All or None Exceptional Good Acceptable Applicant Score Evaluation Notes (Explain each time points are deducted) SECTION 1: BUSINESS PLAN 300 Points Possible for Section 1 Resume: Resumes Provided for All Owners: Score 5 5 5 Resumes Provided in 2-page Format: Score 2 2 2 Education: (select highest academic level among ownership team, cannabis specific education separately) Cannabis specific education/training (accredited)2 2 0 education not mentioned High School Degree Reported: Score 4 4 0 education not mentioned Bachelor's Degree Reported: Score 6 6 0 education not mentioned Master's Degree or Higher Reported: Score 8 8 0 education not mentioned Experience: (among ownership team, select one at highest level) Regulated Cannabis Retail Ownership Experience CA 13 13 13 Regulated Cannabis Retail Experience CA (management level or below): Score 10 10 - Other Retail Business Experience Reported, More than 5 years: or 8 8 - Other Retail Business Experience Reported, Less than 5 Years: Score 5 5 - 1.1 Sub-Total:30 20 Construction Cost Estimate: Construction Cost Estimate Provided: Score 8 8 6 4 6 Estimate as line item, with timeline and some written explanation. Needs more detail Construction Contingency Factor Included: Score 6 6 0 Not included All Labor, Trades, Materials, Supplies and Permits and other Cost Factors Identified: Score 6 6 4 2 0 Not included Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 Not included Operation and Maintenance Cost Estimates: Operation and Maintenance Cost Estimate Provided: Score 8 8 6 4 6 Some breakdown but not cohesive All Labor, Trades, Materials, Supplies, Utilities, and other Cost Factors Identified: Score 6 6 4 2 4 Needs more detail Annual Cost Escalators for Operating Costs Provided: Score 6 6 4 2 0 Not included Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 Not included 1.2 Sub-Total:50 16 Proof of Capitalization Specific to one or more Owners: Score 5 5 0 Not specifc to owner 1.1 Owner qualifications. Resumes are not to exceed two (2) pages per owner. (30 points possible) 1.2 A budget for construction, operation, and maintenance, compensation of employees, equipment costs, utility cost, and other operation costs.(50 points possible) 1.3 Proof of capitalization in the form of documentation of cash or other liquid assets on hand, Letters of Credit or other equivalent assets which can be verified by the City. (50 Points Possible) Criteria Narrative: Criteria Narrative: Proof of Capitalization Specific to Business Name/Address: Score 5 5 In name of Edgewater Platinum Investments LLC w/ no explanation of who it is or what the connection is Proof of Capitalization Sufficient to Cover Proforma (3 months) and Construction Costs: Score 15 15 15 Proof of capitalizatio Certified Audited Financial Report Provided for one or more Owners: Score 5 5 0 report not included Score one of the following for a maximum 20 points: Capital source is 100% liquid (cash in owners bank, no debt obligation)20 20 20 Capital souce is debt obligation (letter of credit/loan from individual or institution) 10 10 - Capital consists of non-liquid assets (i.e. real property)8 8 - Capital consists of a mixture of liquid and non-liquid assets 15 15 - 1.3 Sub-Total:50 35 Three Years of Data Provided: Score 10 10 8 6 6 Very basic, needs detail Total Gross Revenue Estimates Provided:3 3 3 Total Gross Revenue by Product Type (flower and manufactured) Identified:3 3 0 Not included Total Personnel Costs Provided: 5 5 4 3 3 Very basic, needs detail. Listed as line item only no ins, benfits, etc. & no explanation Total Property Rental or Purchase Costs Provided:2 2 2 Total Utilities Costs Provided:2 2 2 Total Cannabis Product Purchase Expense Provided 2 2 2 All Contract Services Identified:2 2 0 Not included Annual Net Revenue Identified:3 3 0 Not included Annual Cost Escalators Identified:4 4 3 2 3 Most costs shown as escalating, no explanations Annual Estimated Sales Tax Payments to State Provided:2 2 2 Just one listed as taxes Annual Estimated Sale Tax Payments to City of Fresno Provided:5 5 0 Not included Annual Business Tax License and Cannabis Permit Fee Provided:2 2 2 Permit fee listed for first year Annual Net Income Provided:5 5 5 Scoring Guidance: full points for realistic figures for all three years. Dock points for severe miscalculations, unrealistic estimates, or providing less than the request three years. 1.4 Sub-Total:50 30 Hours of Operation Provided: Score 5 5 5 Hours of Operation Provided for all 7 days of the week: Score 3 3 3 Hours of Operation Provided for Holidays: Score 2 2 2 Opening and Closing Procedures Provided: Score 10 10 8 6 10 Scoring Guidance: full points for describing information in detail. Dock points for leaving information out or not providing enough detail. 1.5 Sub-Total:20 20 1.4 Pro forma for at least three years of operation. 1.5 Fully describe hours of operation and opening and closing procedures. (20 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: 1.6.1 Fully describe the day-to-day operations if your applying for a retail permit: i. Describe customer check-in procedures.20 20 15 10 15 Doesn't list acceptable ID types nor medical MJ verification II. Identify location and procedures for receiving deliveries during business hours.10 10 8 6 10 iii. Identify the name of the Point-of-sale system to be used and the number of Point-of-Sale locations.10 10 10 Blaze Retail, 3 locations iv. The estimated number of customers to be served per hour/day.20 20 15 10 10 8-10 per hour, 90-110 per day. Does not discuss peaks nor method of estimation. v. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products.20 20 15 10 20 vi. If proposed, describe delivery service procedures, number of vehicles and product security during transportation. (if no delivery service application must state this clearly for full points)20 20 15 10 15 Does not describe eligible drivers (age 21 with valid drivers license) 1.6 Sub-Total:100 80 Section 1 Total:300 201 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE 400 Points Possible for Section 2 Description of Commitment to pay a Living Wage provided: Score 10 10 8 6 10 Definition of Living Wage Provided: Score 5 5 4 3 5 Living Wage Defined as Greater than Minimum Wage: Score 5 5 5 2.1 Sub-Total:20 20 Wages and Salary CCB Entry-Level Hourly Wage Greater than Minimum Wage 5 5 5 150% of minimum wage CCB Entry-Level Annual Salary Greater than Median Household Income ($50,432)5 5 0 Health Care Benefits CCB Offers Medical Coverage to All Employees: Score 5 5 5 CCB Offers Dental Coverage to All Employees: Score 3 3 0 Does not specify other health benefits nor premiums. CCB Offers Vision Coverage to All Employees: Score 3 3 0 CCB Offers Health Reimbursement Account for Qualified Medical Expenses: Score 1 1 0 Employee Pays $0 for Employee Medical Premium: Score 3 3 0 Employee Pays $0 for Employee Dental Premium: Score 2 2 0 Employee Pays $0 for Employee Vision Premium: Score 2 2 0 Employee Pays less than $500 per month for Family Health Care Coverage (Medical, Dental, Vision): Score 2 2 0 Leave Benefits Number of Paid Vacation/PTO Days Per Year: (10+ days = excep; 6-9 days = Good; 3-5 days Acceptable)5 5 4 3 3 unspecified # of days 1.6 Daily operations. With as much detail as possible, the Business Plan should describe the day-to-day operations which meet industry best practices. This should include at a minimum the following criteria for each permit type in which you are applying for a permit. (100 points possible) Criteria Narrative: Criteria Narrative: 2.1 Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. (20 points possible) Scoring Guidance: https://livingwage.mit.edu/counties/06019 2.2 Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment. (50 points possible) Number of Paid Holidays Per Year: (10 or more paid holidays = excep; 4-10 = Good; 1-3 Acceptable)5 5 4 3 3 Thanksgiving and Christmas (listed in BP) Number of days paid time off for Sick/Medical time: (7+ days= Exceptional, 4-6 days = Good, 3 days = acceptable (8 hour day))5 5 4 3 3 unspecified # of days Retirement Offers employee retirement plan 2 2 0 Offers company match for employee retirement plan 2 2 0 2.2 Sub-Total:50 19 CCB Provides Tuition Reimbursement for Certificates: Score 3 3 0 CCB Provides Tuition Reimbursement for associate degrees: Score 3 3 0 CCB Provides Tuition Reimbursement for bachelor's degrees: Score 3 3 0 CCB Provides Tuition Reimbursement for master's degrees: Score 3 3 0 CCB Provides Tuition Reimbursement for Specialized Commercial Cannabis Business Operations Training: Score 3 3 3 says industry CE is provided but no specifics CCB Offers General Training for Health and Safety, Workplace Environment, Customer Service, etc. 5 5 4 3 3 weekly vendor training on products, other topics not mentioned. 2.3 Sub-Total:20 6 General Recruitment Plan Provided: Score 10 10 8 6 10 Social Policy Recruitment Plan Provided: Score 10 10 8 6 8 refers to community hiring partners but does not name. Recruitment Plan Includes Demographic Data for District, City or County: Score 10 10 8 6 0 Recruitment Plan Includes List of CBOs, Non-Profits and Public-Agency Hiring Partners: Score 10 10 8 6 0 Recruitment Plan Includes Hiring Targets (percentages) by Demographic Groups: Score 10 10 8 6 0 References local hire requirement in FMC but does not set own targets. 2.4 Sub-Total:50 18 Owners Number of Owners:1 Number of Owners that live within the City of Fresno:0 Number of Owners that live in the County of Fresno:0 Number of Owners that Own a Business in the City of Fresno:0 51%+ ownership interest percent of the Owners live or own a business in the City: Score 80 80 0 51%+ ownership interest percent of the Owners live or own a business in the County: Score 40 40 0 Criteria Narrative: Criteria Narrative: Criteria Narrative: Data, non-scored. Write response in Evaluation Notes column. IF full points achieved for Ownership category, don't score managers. Section is total of 80 points possible. 2.3 Describe compensation to and opportunities for continuing education and employee training.(20 points possible) 2.4 Describe the Commercial Cannabis Business plan to recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC) and the percentage of local employees it hires. (50 points possible) 2.5 Describe the extent to which the Commercial Cannabis Business will be a locally managed enterprise whose owners and /or managers reside within or own a commercial business within the City of Fresno, for at least one year prior to March 2, 2020.(80 points possible) Less than 50 percent equity of the Owners live or own a business in the City (If no owners are local, score zero)20 20 0 Managers Number of Managers (salaried, non-owners)4 Number of Managers that live in the City of Fresno:0 Number of Managers that Own a Business in the City of Fresno:0 100 percent of the Managers live or own a business in the City: Score 20 20 0 75 to 99 percent of the Managers live or own a business in the City: Score 15 15 0 50 to 74 percent of the Managers live or own a business in the City: Score 10 10 0 Less than 50 percent of the Managers live or own a business in the City: Score 5 5 0 2.5 Sub-Total:80 0 Responsibilities Described for All Titles/Positions: Score 20 20 15 10 20 2.6 Sub-Total:20 20 Does CCB have more than five employees: 5 5 5 CCB has signed a peace agreement: Score 5 5 5 Will sign upon permit approval 2.7 Sub-Total:10 10 Work Force Plan Provided: Score 10 10 8 6 10 Commitment to Local Hire Provided:10 10 8 6 10 Commitment to Offer Apprenticeships Provided:10 10 8 6 6 committed but no specific details Commitment paying for continuing education provided 10 10 8 6 6 committed but no specific details Description of commitment to paying a living wage provide. (Score same as sec. 2.1)10 10 8 6 10 2.8 Sub-Total:50 42 CCB is willing to serve as Social Equity Business Incubator: Score 100 100 80 60 100 Dedicated email: supportfresno@urbanleef com Mentorship and Training: Score Equipment Donation: Score Shelf Space: Score yes - 10 Legal Assistance: Score yes Finance Services Assistance: Score yes Criteria Narrative: 2.9 Describe whether the business is willing to serve as a Social Equity Business Incubator by offering support to local cannabis social equity businesses in the form of mentorship, training, equipment donation, a percentage of shelf space dedicated to Fresno equity business products, legal assistance, financial services assistance, or other technical assistance support.(100 points possible) Criteria Narrative: Data, non-scored. Write response in Evaluation Notes column. Data to inform score on first line of this section. Write response in Evaluation Notes column. 2.8.3. Commitment to pay a living wage to its employees 2.6 Describe the number of employees, title/position and their respected responsibilities.(20 points possible) 2.7 Describe whether the CCB has five (5) or more employees and whether it has signed a labor peace agreement allowing employees to unionize without interference. (10 points possible) 2.8 Provide a workforce plan that includes at a minimum the following provisions: (50 points possible) 2.8.1. Commitment for 30% of employees to be local hires; the business must show that it has either hired or made a good faith effort to hire bona fide residents of Fresno who have not established residency after the submission of an application for employment with the applicant/permittee. 2.8.2. Commitment to offer apprenticeships and/or compensation for continuing education in the field; and Criteria Narrative: Other Technical Assistance: Score workshops on regulations, product info and sourcing Scoring Guidance: full points for willingness to serve with detailed plan offering at least three aspects mentioned above or of similar benefit. Less points for willingness to serve but vague or unclear commitment. Zero points if there is no clear commitment to serve as Incubator. 2.9 Sub-Total:100 100 Section 2 Total:400 235 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN 300 Points Possible for Section 3 CCB will document complaints (time of complaint, nature of complaint, resolution of complaint): Score 10 10 8 6 8 Needs more detail CCB will established a dedicated contact person to receive complaints: Score 10 10 10 CCB will establish a dedicated phone number to receive complaints: Score 5 5 0 Info not provided CCB will establish a dedicated email address to receive complaints: Score 5 5 0 Info not provided CCB will establish a response time standard for returning complaint calls and emails: Score 5 5 0 Info not provided CCB will schedule or participate in periodic community meetings to engage with residents about the CCB operation: Score 10 10 0 Info not provided Other measure unique to business (i.e. website complaint form)5 5 0 Info not provided Scoring Guidance: full points for detailed proactive plan addressing all aspects mentioned. Dock points for leaving out aspect, vagueness, or reactive plans. 3.1 Sub-Total:50 18 CCB will maintain a listserv of community residents to update and information residents of business operations. 10 10 0 Info not provided CCB will schedule or attend periodic community meetings (at least annually) to engage with residents about the CCB operation: Score 10 10 0 Info not provided CCB will prepare a community outreach and engagement plan: Score 50 50 40 30 0 Info not provided CCB will issue periodic Newsletters to community providing information about CCB operations 10 10 0 Info not provided CCB will hire residents from the community work at the CCB: Score 20 20 0 Info not provided Scoring Guidance: full points for detailed proactive plan. Dock points for leaving out aspect, vagueness, or reactive plans. 3.2 Sub-Total:100 0 CCB has identified sensitive receptors to nuisance odors in vicinity of business operations: Score 5 5 0 Info not provided CCB has prepared a nuisance odor control plan: Score 10 10 8 6 8 Needs more detail Criteria Narrative: Criteria Narrative: Criteria Narrative: 3.1 Describe how the CCB will proactively address and respond to complaints related to noise, light, odor, litter, vehicles, and pedestrian traffic.(50 points possible) 3.2 Describe how the CCB will be managed to avoid becoming a nuisance or having impacts on its neighbors and the surrounding community.(100 points possible) 3.3 Describe odor mitigation practices.(40 points possible) Nuisance odor control plan identifies locations where fugitive emissions may exit the premise boundary: Score 5 5 5 Nuisance odor control plan describes specific odor control measures to reduce fugitive emissions exiting the premise boundary: Score 5 5 5 CCB has established an odor reporting system: Score 5 5 5 CCB will install a nuisance odor monitoring system: Score 10 10 0 Info not provided 3.3 Sub-Total:40 23 CCB has identified the potential sources of nuisance odors for the business operation: Score 10 10 8 6 10 Scoring Guidance: full points for detailed proactive plan. Dock points for vagueness or reactive plans. 3.4 Sub-Total:10 10 Nuisance odor control plan describes specific odor control equipment: Score 10 10 8 6 10 Nuisance odor control plan describes specific odor control measures/techniques: Score 10 10 8 6 10 Odor control measures are identified for different nuisance odor sources: Score 10 10 10 3.5 Sub-Total:30 30 Nuisance odor control plan describes the operation, monitoring, and maintenance requirements for odor control measures: Score 10 10 10 Nuisance odor control plan describes the staff training required for system operations, maintenance, repair, and troubleshooting.10 10 10 3.6 Sub-Total:20 20 CCB has identified the sources of waste generated by the business operation: Score 10 10 0 Info not provided CCB has prepared a source-separation plan to segregate different sources of waste generated by business operations: Score 10 10 10 The source-separation plan identifies policy, procedures, and locations where different sources of waste are to be collected for disposal: Score 10 10 8 6 6 Needs more detail The source-separation plan describes specific measures to control the collection and disposal cannabis waste: Score 10 10 10 The name of licensed cannabis disposal company provided: Score 10 10 0 Info not provided 3.7 Sub-Total:50 26 Section 3 Total:300 127 Criteria Narrative: 3.7 Describe the waste management plan. (50 points possible) Criteria Narrative: 3.4 Identify potential sources of odor. (10 points possible) 3.5 Describe odor control devices and techniques employed to ensure that odors from cannabis are not detectable beyond the permitted premises. (30 points possible) 3.6 Describe all proposed staff odor training and system maintenance.(20 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: SECTION 4: SAFETY PLAN 300 Points Possible for Section 4 Safety Plan Prepared by Consultant: Score 10 10 10 Safey Plan Assessed by Consultant: Score (if prepared by, also give points for assessed by)10 10 0 not mentioned Safety Plan Prepared for CCB Address (specific proposed location): Score 10 10 0 no details Safety Plan includes Site Plan of Premise: Score 10 10 0 none Safety Plan includes Building Layout Plan: Score 10 10 0 none 4.1 Sub-Total:50 10 Written Accident/Incident Procedure Provided: Score 20 20 15 10 10 described a form Procedures Address Multiple Accident/Incident Scenarios: Score 10 10 8 6 0 none Total Number of Scenarios Described: Score 2 Active Shooter Incident Described: Score 10 10 0 not mentioned Robbery Incident Described: Score 10 10 0 not mentioned 4.2 Sub-Total:50 10 Evacuation Plan Provided: Score 20 20 15 10 0 no evac plan Adequate Number of Evacuation Routes Identified: Score 20 20 15 10 0 none shown Evacuation Route Distance to Public Right of Way: Score 10 10 8 6 0 no site plan 4.3 Sub-Total:50 0 Location of Fire Suppression System Elements Identified: Score 10 10 0 none mentioned Type of Fire Suppression System Elements Identified: Score 20 20 15 10 0 Location of Fire Extinguishers Identified: Score 10 10 5 described, no map Adequate Number of Fire Extinguisher Locations Identified: Score 10 10 8 6 5 unk only mentioned 4.4 Sub-Total:50 10 Written Procedure for Fire Emergencies Provided: Score 20 20 15 10 10 mimimal details Written Procedure for Medical Emergencies Provided: Score 20 20 15 10 0 none Cardiac Arrest Medical Emergency Described: Score 20 20 15 10 0 not mentioned Gunshot Wound Medical Emergency Described: Score 20 20 15 10 0 not mentioned Other Medical Emergency Conditions Described: Score 20 20 15 10 0 none 4.5 Sub-Total:100 10 Section 4 Total:300 40 4.3 Describe evacuation routes. (50 points possible) 4.2 Describe accident and incident reporting procedures. (50 points possible) Criteria Narrative: 4.5 Describe procedures and training for all fire and medical emergencies.(100 points possible) 4.1 The Safety Plan shall be prepared and/or assessed by a professional fire prevention and suppression consultant. (50 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: 4.4 Location of fire extinguishers and other fire suppression equipment. (50 points possible) Criteria Narrative: Data-write response in Evaluation Notes Column SECTION 5: SECURITY PLAN 300 Points Possible for Section 5 Security Plan Prepared by Consultant: Score 10 10 10 Security Plan Assessed by Consultant(if prepared by, also give points for assessed by): Score 10 10 10 Security Plan Prepared for CCB Address (specific proposed location): Score 10 10 10 Security Plan includes Site Plan of Premise: Score 10 10 10 Security Plan includes Building Layout Plan: Score 10 10 10 5.1 Sub-Total:50 50 Premises (Security) Diagram Provided: Score 20 20 15 10 20 Diagram is drawn to correct scale: Score 5 5 5 Diagram provides required details for premise: Score 5 5 5 Diagram shows the location of all security cameras: Score 5 5 5 Descriptions of activities to be conducted in each area of the premise 5 5 5 Limited-Access Areas Clearly Marked: Score 5 5 5 Number and Location of All Security Cameras Identified: Score 5 5 5 5.2 Sub-Total:50 50 Intrusion Alarm and Monitoring System Identified: Score 15 15 15 Name and Contact Information for Monitoring Company Provided: Score 5 5 5 Total Points of Entry into Premise Identified: Score 5 5 5 All Points of Entry to be Alarmed Identified:5 5 0 No mention Type of Alarm Identified (motion, infrared, glass break, etc.): Score 10 10 10 Backup Power Supply Identified: Score 10 10 0 No Mention 5.3 Sub-Total:50 35 Written Cash-Handling Procedure Provided: Score 30 30 20 15 20 Missing multiple parts of 5.4 Dual-Custody is Practiced for all cash handling: Score 10 10 0 No mention 5.2.3 Description of cannabis activity that will be conducted in each area of the premise. Commercial cannabis activities that must be identified on the diagram/site plan may include but are not limited to the following if applicable to the business operations; storage areas, batch sampling areas, loading/unloading of shipment areas, packaging and labeling, customer sales areas, training areas, employee break room areas, extractions, infusions, processing, and testing areas. 5.1 The Security Plan shall be prepared and/or assessed by a professional security consultant.(50 points possible) 5.2.4 Limited-access areas, defined as areas in which cannabis goods are stored or held and only accessible to permittees, or its employees or contractors and areas used for video surveillance monitoring and storage devices (Pursuant to CCR Title 16, Division 42, §5000 (m) Limited-Access Area and §5042 Limited-Access Area. 5.2.5 Number and location of all video surveillance cameras. (50 points possible) 5.4 Briefly describe cash handling procedures which covers day to day transactions with customers, vendors armor carrier vehicles and transporting it to the bank.(100 points possible) 5.3 Identify intrusion alarm and monitoring system including the name and contact information for the monitoring company (if the company has been selected).(50 points possible) Criteria Narrative: Criteria Narrative: 5.2 Premises (Security) Diagram. In addition to diagrams submitted for other sections of the application, applicants are expected to submit a premises diagram (or site plan) which, focuses on the proposed security measures and how they relate to the overall business. (Pursuant to CCR Title 16, Division 42, §5006. Premises Diagram). 5.2.1 The diagram shall be accurate, dimensioned and to scale (minimum scale ¼"). The scale may be smaller if the proposed location exceeds more than a 1/2-acre parcel but must not be printed on larger than an 11" x 17" sheet of paper. (Blueprints and engineering site plans are not required at this point of the application process) 5.2.2 The diagram must be drawn to scale and clearly identify property boundaries, entrances, exits, interior partitions, walls, rooms, windows, and doorways. The activity in each room and the location of all cameras must be identified in the diagram. Criteria Narrative: Video Surveillance Used to Monitor All Cash Handling: Score 20 20 0 No mention Armored Car Service Used for Bank Deposits: Score 10 10 10 All Cash Deposited weekly with Bank: Score 10 10 10 Onsite Vault Provided to Secure Cash Prior to Bank Deposit: Score 20 20 20 5.4 Sub-Total:100 60 CCB will use onsite security guards: Score 10 10 10 All onsite guards will be licensed and bonded: Score 10 10 0 No mention of being bonded All onsite security guards will be licensed to carry firearms: Score 10 10 0 No mention Onsite security guards will be on duty before CCB opens for business: Score 10 10 10 Onsite security guards will be on duty after CCB closes for business: Score 10 10 10 5.5 Sub-Total:50 30 Section 5 Total:300 225 Section 1: Business Plan Total Points:300 201 Section 2: Social Policy & Local Enterprise Total Points:400 235 Section 3: Neighborhood Compatibility Total Points:300 127 Section 4: Safety Plan Total Points:300 40 Section 5: Security Plan Total Points:300 225 Total Points Achieved:1600 828 51.75% TOTAL SCORE 5.5 Discuss whether the CCB will utilize the services of on-site security guards. Include in the discussion: (50 points possible) 5.5.1 Number of guards. 5.5.2 Hours guards will be on-site. Criteria Narrative: Criteria Narrative: 5.5.3 Locations at which they will be positioned. 5.5.4 Guards' roles and responsibilities. City of Fresno Commercial Cannabis Business Application Appendix A: Evaluation Criteria 1. Business Plan Applicant: Urban Leef LLC Type: Storefront Retail Owner: Kortney Potter Contact: Email: support@urbanleef.com Appendix A. Evaluation Criteria 1. Business Plan 1.1 Owner Qualifications. Business Owner: Kortney Potter Phone: Email: support@urbanleef.com Web: www.urbanleef.com Summary Small Business Owner and Entrepreneur with 12 years experience possessing a strong emphasis in retail, sales, marketing and construction, business management, sales, client-vendor relations, business start-up and development, and ability to quickly implement specific and timely service programs to maximize sales and business growth. Experience Leef Industries LLC 05/03/2018- Present I have been a licensed retail owner/operator with delivery since early 2018 in Palm Springs. I was fortunate enough to receive one of first annual retail licenses awarded by the BCC (Bureau of Cannabis Control) C10-0000004-LIC and shortly after was credentialed in the track and trace METRC system since 11/15/2018. Prior to the cannabis industry Kortney Potter was an owner operator of a very successful Home improvement Sales and Marketing Company for over 10 years targeting residential and commercial customers for energy saving/green products like solar, doors, windows, hvac, roofing and drought tolerant landscape. His primary responsibilities included overseeing day to day sales operations, oversee management staff, evaluating overall sales pipeline and project management. Led recruitment and training efforts for new sales and admin staff, responsible for marketing campaign development to drive new business. New Links https://bcc.ca.gov/about_us/documents/media_20181102.pdf https://www.desertsun.com/story/money/2018/11/05/palm-springs-cathedral-city-pot- shops- among-first-california-get-annual-weed-licenses/1892094002/ 1 https://lacannabisnews.com/californias-bcc-approves-first-annual-licenses-for- commercial- cannabis-activity/ Licenses Professional References •Julian Aaron-CannDev •Rob Mothershed-Architect •Chad Miller-Leef Industries •Anthony Hoke-Lee & Assoc. 2 1.2 Budgeting and Expenses Construction Budget Proposal A licensed General Contractor will provide and install all labor and materials for the following work, Demolition, plumbing, concrete, electrical, low voltage, access control, security, cameras, speakers, monitors and fire alarm, all hvac, drywall, wall finishes, cabinets, flooring, roofing, ADA compliance, signage, fire extinguishers, knock box, all doors, door frames, and hardware, all interior and exterior paint, paint all ada parking lot work and landscaping. Construction Timeline from Permits to Certificate of Occupancy Week 1 Demo and Set up Week 2 Plumbing underground( if applicable) Week 3 Framing and Re-framing of interior rooms and doors. Week 4 Electrical, Mechanical and Plumbing rough in Week 5 Low Voltage Rough-in Week 6 Inspections, insulation & Drywall Week 7 Tape & Texture Drywall/ Paint Week 8 Interior door installation and interior trim Week 9 Flooring Week 10 Cabinetry, Lighting, wall finishes Week 11 Low Voltage trim out, cameras, speakers, and monitors Week 12 ADA compliance, Fire, exterior work and inspections Week 13 Furniture and equipment move in. Week 14 Certificate of Occupancy Estimated construction costs Operation Costs 3 Employee Compensation Full-Time Employee Staffing: Section 26051.5(a)(5) of State and Business & Professions. Code defines “employees” as non-supervisors. Which the exception of Security Guards, Urban Leef LLC will staff all the non-supervisorial employee positions on a full-time basis. Supervisor Staffing: The following positions are considered supervisorial. These positions will be filled through local hiring efforts and promoting within providing employees an outlined career path with professional training and development objectives to achieve a superior role at Urban Leef LLC. Security Staff: To separate security roles and responsibilities from day to day operating procedures with full-time employee positions. Urban Leef will utilize a local security company to fulfill the need and contractual requirements for its security positions. Community Outreach & Sponsorship 1% of Monthly Gross Amount Frequency AnnuallyOperation and Maintenance Costs Full-Time Employee Starting Wage Year 1 Year 2 Year 3 Year 4 Year 5 Retail Assoc.. 5 6 7 7 7 Bookkeeper/Admin . 1 1 1 1 1 Delivery Driver . 2 2 3 3 4 Supervisor Position Starting Salary Year 1 Year 2 Year 3 Year 4 Year 5 Operations Manager 1 1 1 1 1 Assistant Retail GM 1 1 1 1 1 Community/Security Liaison 1 1 1 1 1 Retail Store Manager 1 1 1 1 1 Contractor Position Starting Wage Year 1 Year 2 Year 3 Year 4 Year 5 Security Guard 3 4 5 5 5 4 Equipment Costs Utility Costs Other Operational Costs Equipment Use Quanitiy Cost Total Computers Point Of Sale 6 TVs Display 8 Ipads Display/Product Info 10 Bud Pods Display/Product Info 30 Security Tether for pods Display/Product Info 30 Receipt Printers Retail 4 Camera System Facility 1 Servers Retail/IT 2 Servers Security 2 Utility Amount Frequency Annually Electric Water Security Alarm Internet TV/Phone Company Cellphones Type Amount Frequency Annually Server Backup/Cloud Water Cooler Accounting/CPA Type 5 (Rest of Page intentionally left blank) Legal As-Needed Basis Consultant Fees As-Needed Basis Amount Frequency AnnuallyType 6 1.5 Hours of Operation/ Opening and Closing Procedures The retail business will generally operate in staggered shifts from the hours of 9am to 9pm 7 days a week. However the business will be closed on the following Holidays; Thanksgiving, Christmas Day. Licensed Security guards will also be scheduled according to hours of operation for the business. Opening Procedures Managers, Employees and Security Guards who are scheduled to open the store that day will be scheduled 1 hour prior to opening. Employee Responsibilities Manager •Get POS ready for business. Open new batch reports and count out registers with appropriate cash needed. •Inventory Check to make sure Inventory Controls Software matches METRC (track and trace) along with daily sales reports are uploaded properly into METRC (track and trace). •Review previous day sales reports to make sure all money is accounted for. •Prepare any vendor payments tax payments or payroll for that day •Prepare for any deliveries scheduled for their shift (coordinate with security guards) •Update and marketing for daily specials, discounts, customer appreciation days, or 
 holidays sales, or in store vendor promotions. CEO 
 •Meet with Manger to go over sales and inventory logs •Address any store, vendor, employee or inventory issues •Go over marketing and advertising performance reports •Make sure there is enough cash in store to satisfy any vendor or payments, taxes or 
 payroll due that day •Review Inventory Control System, POS, and METRC (track and trace) for accuracy. 
 •Check in with Security to address any concerns and make sure operations are 
 going according to plan. •Conduct scheduled management or staff meetings. •Assist in any vendor meetings, deliveries, employee interviews, and retail as 
 needed. 
 9 Employee(s) •Conduct manual inventory check of all products and merchandise •Report inventory check to manager •Make sure store is clean prior to opening, lobby, retail, bathrooms, break room etc. •Stock retail area with product needed that day based on average sales reports 
 Delivery Driver(s) 
 •Make sure delivery car is fueled and report to store manager if any maintenance is required •Make sure driver’s logs are accurate and ready for the day, including starting mileage, fuel, company cellphone is charged and apps are working properly •Assist with any inventory checks or cleaning of the store •Log-in to designated POS for deliveries 
 Security Guards 
 Closing Procedures 
 Managers, Employees, and Security Guards who are scheduled to close the store that night will be scheduled 1 hour after closing. Manager 
 •Get POS ready for closing. Close batch reports and count out registers with matching batch report to check for accuracy. (report in software if discrepancy occurs) •Make sure money and registers are locked away securely in safe. •Conduct inventory Check to make sure Inventory Controls Software matches 
 METRC (track and trace) along with daily sales reports are uploaded properly into 
 METRC (track and trace) •Make sure all inventory is placed back into secure storage. •Leave any notes, vendor information, or updates for opening manager. •Coordinate the store being securely locked and alarms set with Security Guards. 
 (Manager and Security Guards will be the last to exit the building) 10 Employee(s) •Make sure lobby is cleared from any patrons and nothing is left in the lobby (backpacks, cellphones etc. If personal items from customers are found they are to be reported to security and or manager) •Turn off any open or promotional signage-(place Closed for Business sign on door). Take all cannabis products back to secure storage and take manual inventory •Report inventory check to manager •Make sure store is clean prior to closing, including lobby, retail, bathrooms, break 
 room etc. 
 Delivery Driver(s) 
 •Make sure delivery car is returned to the store and parked in the designated spot. Turn in keys to store manager. (report to manager if any maintenance is required) •Make sure driver’s logs are complete and accurate and including starting & ending mileage, and fuel. Turn in to Manager. •Make sure designated POS has all cash accounted for prior to Manager closing it out and running batch report. •Make sure any returned inventory is checked in properly and approved by manager prior to placing it in the secure store room. •Make sure company cellphone is plugged in and charging. •Assist with any inventory checks or cleaning of the store 
 Security Guards 16. Daily Operations Urban Leef will only operate within all local and state rules/regulations pertaining to the retail business. 11 16.1 Day to Day Retail Operations i. Customer Check-in Procedures The entrance to the retail location leads to the lobby. Upon entering the customer will be greeted by a uniformed Security Guard and be required to go to the check in window where they will submit their Government issued I.D. through the slot at the bottom of the (bank teller style) window. The employee will check to make sure the I.D. is valid and not tampered with and check to make sure the customer is 21 years of age or older. If the I.D. looks tampered with or not valid or customer is underage they will be denied entry and ask to leave the premise. If the customer is of age and has valid I.D. they will be permitted to enter the retail are via buzzer controlled door. If the retail area is at occupancy they will be asked to take a seat in the lobby until a customer is done making their purchase and exits the retail area. ii. Location and Procedures for receiving deliveries during business hours All orders received are to be only from licensed distributors in the State of CA. Only Operations Manager or CEO can place an order to receive goods. Once the order is placed, it is confirmed with Distributor for availability and then confirmed. Upon receipt via email of invoice from distributor a delivery appointment is scheduled to received the product. At the time of delivery we have additional security on site to eliminate possibility of diversion, distraction, theft or any other criminal activity. The deliveries are received through a back/side entrance and taken into a restricted access room. The delivery entrance and room is out of sight from the front main entrance and retail area. Shipments received will be discrete and not made publicly aware. They will happen during different times during hours of operation and will be recorded with the following information: •Vendor Name and Address 
 •Shipping Manifest 
 •Type of Product and Quantities 
 •Licensed Lab COAs (Certificate of Analysis) for each product received 
 •Time and Date of Shipment Arrival & Departure 
 •Ops Manager in charge 
 •Full inventory check for quality control and proper labeling per BCC regulations and 
 Guidelines. 
 •Name of Security Detail 
 12 Manager on Duty 
 If the inventory check identifies a discrepancy in the shipping manifest regarding the amount of cannabis or cannabis related products scheduled for delivery and the amount actually delivered, the Manager will determine whether a loss has occurred, take and document corrective action. If the discrepancy is due to suspected criminal activity by an employee or any other person of interest, the Manager will report the employee or person of interest to the CEO and to the appropriate law enforcement authorities. 
 When a significant discrepancy occurs, the Manager will conduct an internal audit and investigation. The Manager will document the incident in a report that includes the following information: •Incident date 
 •Name of people involved 
 •A description of the incident 
 •Identification of known or suspected causes of the event any corrective actions 
 taken. Pursuant to law all such incidents will be reported to regulatory and/or law enforcement authorities. 
 Once a delivery is deemed complete and payment to vendor has been made. All inventory will be stored accordingly and Inventory Control System and METRC will be updated for accuracy. 
 iii. Point of Sale Point of Sale Software The point of sale software Urban Leef will implement in its retail facility is called Blaze Retail. It will integrate with the State of CA BCC’s METRC system and also act as an inventory control Management system. It will track daily sales transactions and revenue amounts making record keeping simple and transparent. REF. https://www.blaze.me/ Number of POS There will be 3 Point of Sale locations in the retail area. They will all be in one area of the retail space and can only be access from a biometric/security badge controlled doorway. This will allow 3 customers to make purchases at once to keep customer flow at ease and avoiding lines. 
 13 iv. Daily Customer Flow Urban Leef estimates there will be roughly between 90-110 customers per day. Based on hours of operation from 9am to 9pm this will average about 8-10 customers per hour. v. Proposed Product Lines The product lines Urban Leef will offer for sale will consist of dried flower buds and pre-rolled joints, edibles, concentrates, tinctures, topicals, vape, and beverages. The products will only be purchased from licensed distributors. All products purchased are prepackaged only and WILL NOT be repackaged or relabeled. Products must have correct labeling and passing test accompanied with COA (Certificate of Analysis) results in order to be offered for sale. vi. Delivery Procedures All Employees go through a detailed training program that covers policy and procedures for accepting delivery orders, preparing delivery orders, delivery logs, and delivering the orders to the customers and procedures once the delivery is filled. Delivery Vehicles Urban Leef will start out with 2 company owned vehicles. They will be a small 4 door sedan that is eco friend and fuel efficient. Urban Leef will have vehicles fully insured per commercial insurance regulations and keep complete and accurate records of mileage, fuel and maintenance. Also there will be no signage or advertisement to minimize any potential theft, vandalism or robbery. Delivery Process & Order Fulfillment Urban Leef will accept orders via phone, text, and through our online ordering platform from weedmaps.com. Once an order is received from these types of platforms we go through the following steps to assure the customer is of age and and the product is in stock. All orders received are required to 14 submit a clear photo of their valid identification front and back. Upon receipt of an order, the shift manager will verify all information over the phone including name, address, DOB, phone number, product desired and total including all taxes. Once information is confirmed the customer is given an ETA then the order is put into our online system that allows us to track the order and the delivery driver in realtime. 
 Assigning a delivery to driver When the shift manager assigns a delivery to a driver through the platform the driver will receive a text notification and will use a swipe function to accept the order on the platform. This notifies the customer the order is being processed. It also gives the driver access to the order details and customer information for the delivery. The driver is also required to fill out the order on the delivery log for their shift to assure accuracy of deliveries and how many deliveries were made by them. At the end of the shift the delivery driver will turn in the delivery log to the shift manager and it is filed for record keeping. Preparing Orders for Delivery When preparing an order for delivery the order has already been verified with the customer details, proper identification and total amount of the order including all taxes. The driver will use the designated POS to ring up the order and input the customer information in the transaction notes. The product is then put in a resealable child proof bag then a opaque gift bag along with two copies of receipts. One copy is for the customer the other is for them to sign and give to the driver for record keeping. Product Security Products will be placed securely in a locking hard plastic container located in the rear/ trunk of the vehicle. This will keep products stored safely and securely during transport. This also reduces public visibility and makes it less noticeable the employee is making deliveries until they arrive at designated location. Product quantities, cash and time management The only amount of product a driver will have in their possession is what has been verified and prepared for delivery. The customers are informed the driver doesn’t carry cash for change unless requested by the customer. This reduces the amount cash on hand for the driver. The driver is not to exceed the limit of product and cash combined for total deliveries being made. In the even the driver is close to the limit the driver must return back to the store front prior to making another delivery. The driver also will be required to return back to the store front if there 15 is more than a 30 minute gap in between deliveries. The driver is only allowed to make deliveries that are verified and confirmed by the shift manager. Delivery Process for Driver Step 1. When notified of a delivery the driver must accept the delivery from the driver platform app. Step 2. Upon acceptance the driver must verify the order, address, and customer information along with the valid identification. Step 3. Driver must verbally confirm with shift manager they are leaving for the delivery and they get the order that is already prepared from the shift manager. Step 4. Employee fills out delivery log with customer information and order details prior to leaving the facility. Step 5. Driver securely places product in locked storage container in the rear/trunk of the vehicle. Step 6. Driver notifies the customer utilizing the driver app that they are in route. The app will send a text notification to the customer along with an ETA. Driver Tracking The driver app used from weedmaps.com is web based and is accessible from any cellphone, computer or tablet. It will show the driver in route to the delivery address in real time along with traffic updates and eta for the delivery and when the driver is returning back to the storefront. This is on a single page with a map and icons that is easy to read and understand. Communication Methods We will communicate with the delivery driver via bluetooth when they are driving. We also will be able to communicate with the driver app from weedmaps.com that will allow us to see when the delivery is started, in route to the delivery address and when the delivery is complete or unsuccessful. This communication is real time and is accessible to the shift manager and the driver. Route Guidance The driver will use a hands free gps app that is on the weedmaps.com driver app platform. This will give the driver and the customer the best route and fastest ETA. 16 Breaks and Stops The Driver is not allowed to take a break while out on delivery. The break must take place back at the storefront in the designated break room. The only stop allowed will be for fuel in the event the car is running low. This must be called in and approved by the shift manager prior to making the stop. The driver is only allowed to purchase fuel nothing else and must return a receipt to the shift manager. Orders while making a Delivery: When a Driver is out on delivery they will not receive new deliveries until they return to the store front from the previous delivery. Upon returning to the store front they will be assigned a new delivery and or deliveries from the shift manager. Delivery Receipts: The receipts are prepared using our POS that state the type of product, product amount, weight and price before tax. Below the itemized list will be a sub total then tax will be added to the sub total for total amount of purchase. The receipt will also include the business name, address, telephone number. The customer will receive a copy of their receipt and will be required to sign the other copy for the driver to take back to the storefront. Completing the Delivery Upon arriving to the delivery address the Driver will use the app to let the customer know they are arriving. The customer will receive a text notification that the driver is arriving. Upon arriving the customer will be waiting outside while the driver waits in their car to assure the person greeting them matches the id. If the person matches the id the driver will double check that the id is valid prior to making the transaction. Once id is verified the driver will ask for the total that is on the receipt before handing over the bag with their order. Once given the order, the customer will sign the copy of the receipt for the driver and keep the other copy for themselves. In the even the customer is not there to greet them, the driver will remain parked on the street and call the customer to see where they are. The driver will only wait five minutes if the customer will not respond. In the even the delivery is unsuccessful the driver will use the app to mark the delivery unsuccessful and management will be notified along with notes in the app for that delivery. Returning from a Delivery When a driver returns to the store front after completing a delivery. They will return the cash collected along with a signed receipt to the designated POS for that delivery. They will also 17 compete the driver log with notes stating whether or not it was successful. If the delivery was a success nothing else happens. If it was unsuccessful the driver will get the store manager to return the product to inventory and make sure the platform is updated with the correct information. 
 18 City of Fresno Commercial Cannabis Business Application Appendix A: Evaluation Criteria 2. Social Policy and Local Enterprise Plan Applicant: Urban Leef LLC Type: Storefront Retail Owner: Kortney Potter Contact: Email: support@urbanleef.com 2. Social Policy and Local Enterprise Plan 2.1 Living Wage Commitment Urban Leef will commit to paying all personnel a “living wage” using two bench marks: 1. 200% average of the Federal Poverty Level for a family of 2 members and 2. Average 150% more than the hourly minimum wage mandated by the State or Federal Law, whichever is greater. Using these benchmarks, the applicant will be able to uphold the commitment. Accordingly Urban Leef will enter into a labor peace agreement prior to the 5th hired employee. 2.2 Employee Benefits Upon successful completion of the employment probationary period of 60 days. Employees will be offered benefits such as group health insurance, paid time off, sick leave, employee discounts, industry continuing ed, and performance based bonuses or incentives. 2.3 Employee Education Program The cannabis industry is constantly growing and changing in California. It is encouraged for all employees to pursue industry related continuing education. Urban Leef offers weekly vendor training for product demonstration along with sales training to ensure employees relay the correct information to our customers and feel confident in the products they sell. Urban Leef also offers paid training for off- premise industry related conventions, seminars, and networking events when approved by management. This will help keep employees on their toes, gain industry perception, and be able to stay up to date on latest trends, products and marketing opportunities. Urban Leef will provide additional training resources and financial assistance to any employee who wants to fast track into management or a higher up position that has a mutual benefit to the employee and employer for the common good of growth, development and employee promotions with in the company. 2.4 Recruitment Plan Urban Leef will establish working and mutually beneficial relationships with local community organizations and nonprofits. We will work directly with our community partners to encourage local residents to apply, minorities, LGBTQ, veterans, unemployed, and those with disabilities regardless of experience, race or gender. We will gladly provide any assistance possible to assure they have the best opportunity to be successful in their roles at Urban Leef LLC. Local 1 residences will receive priority hiring over non-residence to assure we exceed the 30% minimum employment standards. We will host job fairs at our location to give people a chance to understand the ins and outs of working at a dispensary. Potential employees will be given the opportunity to meet with Management and ask questions about employment opportunities, job descriptions, requirements, benefits, compensation and training. We will also utilize platforms such as social media, online job boards and local publications to advertise for available employment opportunities. 2.5 Managed Local Urban Leef will have a fully trained management staff in place prior to opening for business. With successful recruiting efforts they will employ the upmost professional and responsible management team that will reside in the City of Fresno or neighboring community assuring that the 30% commitment is achieved and exceeded. Standard operating procedures will be put in place to maintain operations and compliance per the City ordinance and State regulations. The CEO and Operations Manager will be hold conference calls and meetings via Zoom, Google hangouts or FaceTime with management staff daily; Reviewing sales and inventory reports. The CEO and Operations Manager will be traveling to the location routinely to conduct random inventory checks and transaction audit to assure accuracy. All processes, procedures and training will be conducted by the CEO and Operations manager on site for all new employees. 2.6 Roles and Responsibilities The responsibilities of each position within the dispensary will be broken down as detailed below. Chief Executive Officer – CEO: Available Positions: 1 Responsible for providing business direction; for creating, communicating, and implementing the organization’s vision, mission, and overall direction – i.e. leading the development and implementation of the overall organization’s strategy. Responsible for developing and maintaining business relationships with licensed Vendors. Assisting Ops Manager and human resources with recruitment. Oversees all store front operations. Audits daily reporting for sales and inventory. Assists with accuracy for the BCC Metrc CRM. Monitors daily cash flow to assure all taxes, vendors and staff are paid accordingly. Implements and coordinates training for 2 all staff to assure operations are and remain compliant locally and at the State level per rules and regulations. Operations Manager: Available Positions: 1 Responsible for managing the daily activities in the company (dispensary store). Responsible for recruiting, training and managing staff. In charge of the employee work schedule to assure shifts are covered appropriately. Complete oversight for maintaining vendor relationships and controlling inventory. Maintains accurate records of daily sales and inventory of products and revenue. Responsible for updating all CRMs in store and METRC through the BCC. Implementing training and product education per rules and regulations. Schedule and oversee all deliveries and Vendor payments. Reports to CEO daily. Retail Store Manager: Available Positions-1 •Responsible for complete employee oversight while working •Monitors and maintains accurate records for sales, revenue and inventory. •Must complete daily inventory checks to assure it matches Metrc. •Report to Ops Manager and CEO when applicable. •Assist in customer transactions to assure all rules and regulations are followed accordingly. •Assists and Facilitates Employee Training and Onboarding •Participates in daily meetings or conference calls with Ops Manager and GM Assistant Retail General Manager: Available Positions-1
 •Assists Store Manager with daily duties and tasks. •In charge when Store Manager isn’t on premise. •Responsible for complete employee oversight while working •Monitors and maintains accurate records for sales, revenue and inventory. •Must complete daily inventory checks to assure it matches Metrc. •Report to Ops Manager and CEO when applicable. •Assist in customer transactions to assure all rules and regulations are followed accordingly. •Assists and Facilitates Employee Training and On boarding Retail Service Rep: Available Positions-5 •Educates customers on products and methods of use •Educates customers on local and state rules and regulations regarding purchase 
 limits and different quantities allowed •Receives payments from the customer 3 •Assists with inventory checks 
 •Maintains the cleanliness of the store •Ensures products are placed in approved exit packaging per state with a printed out receipt of purchase that includes the product, quantity, amount paid, taxes, and change if applicable. •Participates in any Customer appreciation days or promotions ran and approved by Urban Leef LLC. •Handles any other duty as assigned by Management Delivery Driver: Available Positions-2
 •Process orders for delivery •Maintain accurate records for deliveries and delivery vehicle •Successfully and efficiently complete all deliveries assigned during their shift •Assist with retail area when not on deliveries •Assist with inventory checks •Assist with maintaining the cleanliness of the the store
 Bookkeeper: Available Positions-1 •Responsible to maintain Accurate Sales and inventory Logs •Accounts Receivable and Payable •Payroll Processing •Employee Records •Tax preparation •Sales Transactions •Batch Reports •Attend applicable meetings with Ops Manager and CEO Community and Security Liaison: Available Positions-1 •Responsible for managing Community Benefits Program •Managing volunteer calendar and events •Sponsorship and Donations •Quality Control per Security Plan •Compliance and implementation of new or updated Rules and Regulations •Assist with Recruitment efforts 4 Sub-Contracted Positions 
 •Information Technologist (IT) •Licensed Security Guards 2.7 Labor Peace Agreement The Applicant intends to have more than 5 Employees working in the Fresno location. Upon license approval for the City of Fresno it will enter in a “labor peace agreement” regardless of its number of employees with a bona-fide labor organization. Urban Leef commits to allow its employees to unionize without interference. A copy of the agreement will be presented to the City of Fresno prior to commencing business. 2.8 Workforce Plan Urban Leef will adhere to the following provisions per the City of Fresno CCB Ordinance. 2.8.1 30% Commitment for Local Residents In order to properly achieve the 30% local requirement. Urban Leef will go to great lengths to recruit employees that reside and have established residences in the City of Fresno. It will be a requirement of the potential employee to provide proof they are in fact a bonafide resident of Fresno. We will require 2 of the following to show proof: 1.Government issued picture i.d with the employees name, and address 2.Utility bill with employee name and address 3.Mortgage or Rental Agreement with employee Name and Address 4.Car registration 5.Bank Statement To ensure The City of Fresno, Urban Leef has made good faith efforts to hire local residents. Each local employee will be required to sign a Notarized Residency Affidavit. This will be provided to the City upon submission of their Cannabis Work Permit Application. 2.8.2 Apprenticeships and Continuing Education Urban Leef will commit to offer apprenticeships for individuals looking to have a career in cannabis retail. We will encourage all staff to pursue continuing education. Financial compensation and incentives will be in place to offset any loss time of work. There will be updated and current information for all continuing education, seminars and networking events made available to all employees who wish to attend. 5 2.8.3 Living Wage Commitment Urban Leef will commit to paying all personnel a “living wage” using two bench marks: 1. 200% average of the Federal Poverty Level for a family of 2 members and 2. Average 150% more than the hourly minimum wage mandated by the State or Federal Law, whichever is greater. Using these benchmarks, the applicant will be able to uphold the commitment. 2.9 Social Equity Incubator Paying it forward is something Urban Leef lives by. With the diverse and in depth cannabis industry it is very easy for someone just starting out to get lost or off on the wrong foot. Doing our part to even out the playing field we will gladly become a supporter and mentor of local cannabis equity businesses. •We will offer routine in-house workshops on the best practices of retail cannabis, rules and regulations, product information and sourcing. •Offer training and recruiting support for those in need of recruiting support. •Collaborations on community sponsorship or volunteer work • Reserve 10% or greater of shelf space for local products only (% amount determined by product availability) •Guidance for technical, business or legal assistance. We will have a dedicated email address for any social/local cannabis business operator to reach out to along with a workshop calendar on our webpage that will have up to date information on upcoming events. Email: supportfresno@urbanleef.com 6 City of Fresno Commercial Cannabis Business Application Appendix A: Evaluation Criteria 3. Neighborhood Compatibility Plan Applicant: Urban Leef LLC Type: Storefront Retail Owner: Kortney Potter Contact: Email: support@urbanleef.com 3. Neighborhood Compatibility Plan In order to successfully operate a CCB it is crucial to Urban Leef and the surrounding community we only impact each other in the most positive way. Urban Leef will utilize the implied covenant in any commercial lease space “quiet enjoyment” This means we will do our absolute best to reduce any noise, odor, loitering, traffic and pedestrian congestion. 3.1 Addressing and Responding to Complaints Noise It is critical to address any noise complaints in a timely effective manner. Urban Leef and it’s employees understand the increase in customer and vehicle traffic in the area so it’s important we take a proactive approach to assure noise is kept to a minimum. Step 1. When a Noice Complaint is received it will be documented and turned into management immediately. Step 2. Management will reach out to the party that made the initial complaint to discuss the issue at hand. Management is trained to listen and show empathy towards such complaints. Once the complaint is heard and documented we will address next steps with an internal investigation to determine the source and implement a remedy if needed. Step 3. Validate the complaint. •How many complaints have been received regarding the issue? •Have you heard the noise yourself? •Is the “noise disturbance” normal? Customers talking, walking, driving by or 
 something else? 
 Step 4. 
 If the compliant is valid we will address it accordingly and take necessary measures and pre- cautions to insure its addressed appropriately. Management will reach out to the complaining party and let them know we have taken the appropriate steps to remedy the situation and thank them for bringing it to our attention. 
 If the compliant isn’t valid and determined we are not at fault or no action is needed. We will present the outcome of the investigation to the party that submitted the compliant and provide adequate evidence and reasoning for the judgement and show empathy towards their feelings. If this doesn’t satisfy the situation it will be escalated accordingly. 
 1 Light The current facility has a parking lot and existing lights located on the exterior of the building and parking area. Urban Leef will not increase the number of lights unless asked to do so by the City of Fresno. The only additional light Urban Leef intends on adding would be interior lighting not visible from the street or surrounding neighbors and a illuminated open sign per the City of Fresno’s signage regulations. 
 Odor In the event of an odor compliant we will address it accordingly. Since all products are in pre- packaged smell proof containers this will be an infrequent complaint. In the event we have a complaint regarding odor. We will take the necessary steps to remedy the problem. Step 1. Document the compliant and turn in to management for investigation. Step 2. Management will reach out to the party that made the initial complaint to discuss the issue at hand. Management is trained to listen and show empathy towards such complaints. Once the complaint is heard and documented we will address next steps with an internal investigation to determine the source and implement a remedy if needed. Step 3. Validate the complaint. •How many complaints have been received regarding the issue? •What type of Odor? identify the smell and investigate possible source(s) •Is the smell in or out of our control? Meaning Is it our problem to deal with regarding 
 products, ventilation, etc. or is it a surrounding problem via city sewer, trash, neighbors etc. 
 Step 4. 
 •Formulate a plan of action and reach out to complaining party. •If the odor complaint is valid and our responsibility we will let them know the course 
 of action taking place and quickly mitigate the odor source/problem. •If the odor complaint isn’t our responsibility and it is a city, or neighbor issue we will 
 reach out to the complaining party and let them know we located the source and will help facilitate a remedy. 
 2 Vehicle Traffic & Parking 
 Urban Leef is located at 311 N Abby St. Fresno. This is a free standing building with 13 parking spaces available for off street customer parking. There are 2 driveway entrances accessible to reduce traffic congestion. one is located off of N. Abby St and the other located off of E. McKenzie Ave . Pedestrian Traffic 
 The retail location isn’t on a main street area that is known for high customer foot traffic. Most customers will drive to our facility which provides plenty of off street parking. 3.2 Nuisance Mitigation and Best Practices To prevent the retail storefront from becoming a public nuisance and for the protection of its employees, customers and community Urban Leef shall: 1.Display a copy of the City-issued CUP and State licenses applicable to the business in a visible location to members of the community and its customers. 2.Employ an on-site manager that will be available during hours of operations for any public or emergency notices/complaints. 3.Post contact information visible to the public to formally submit a complaint or provide any feedback to the business. 4.Post on premise that all alcohol, marijuana, paraphernalia, or accessories shall not be used or consumed on premise per local and state law. All violators will be reported to local authorities. 5.Ensure all cannabis goods and cannabis related products sold are placed in complaint exit bags per local and state regulations. 6.Only cannabis and cannabis goods will be permitted for sale at the facility all other products or substances will be prohibited such as tobacco or alcohol. 7.Prohibit loitering or large group gatherings on the premise or in the facility. 8.All products that are sold are in compliance with local and state regulations. 9.Prohibit any intoxicated or under the influence customers or employees from entering the facility or on premise. 10.Only allow persons over the age of 21 with a valid Government issued i.d. 11.The exterior shall remain in good condition. All lighting, landscaping, parking and signage shall be properly maintained in an orderly fashion and not become a potential eyesore. 12.All areas of video surveillance have adequate lighting to effectively record images. 13.All doors, windows, and exits are clearly marked and in working order. 14.Secure the facility at all times with controlled access entry and exits. 15.Post Customer Parking Only in all designated parking for the facility. 16.Post that premise is under 24/7 Security Surveillance. 3 17.Only conduct business during regulated business hours of operation. 18.Follow all local and state rules and regulations 19.Routine Security and Safety checks shall be conducted by Security Liaison and Ops Manager. 20.Clearly marked vehicle entrances and exits from both streets in relation to the facility. 3.3 Odor Mitigation Practices To ensure proper order control, all products received are pre-packaged in smell proof containers from the distributor. When products are placed on the shelf for sale they remain in original childproof packaging. All products are stored in locked cabinets in a limited access area when they are not placed out for purchase. Keeping them stored will reduce any potential smells in the rest of the facility. 3.4 Sources of Odor •Product Shipments •Product Displays •Secure Storage Room •Delivery Room •Cleaning Supply Room •Lobby •Retail Area •Customer Foot Traffic •Employees •Break Room 
 3.5 Odor Control Devices and Techniques Devices Part of the Tenant Improvements for our facility will consist of a New HVAC system. This unit itself will be a Air Medic Pro 6 Plus with Vocarb by Allen Air. It is tested to remove 99.99% of all airborne particles 0.1 microns in size. Has an activated carbon filter 3” depth, super hepa, and Pre-Filter. Techniques Some of the techniques we use will help reduce or eliminate odors in the facility. •Pluggable UV-C Sanitizers and Deodorizers placed throughout the facility. The UV-C light kills odor-causing bacteria without using any chemicals and your air will smell noticeably fresher. 
 4 •Automatic Air freshener Sprayer utilized to automatically neutralize odors in the air from odor-causing bacteria 
 •Routine Cleaning. The facility will be cleaned daily and floors will be mopped, windows washed, shelving, seating, display cases cleaned, and trash removed. •Air Quality Enhancing Plants. The following plants are considered to improve the indoor air quality and will be used within the inter design of the facility. •Aloe Vera •Bamboo Palm •Peace Lily •Ferns •Parlor Palm •Areca Plam •Ficus •The samples for dried flower are placed in sealed clear containers (bud pods) they have a magnify glass and a resealable plug for customers to see and smell the product before making their purchase. (See below for example.) 
 
 5 3.5 Staff Training and System Maintenance Staff Training 
 A detailed staff training program has been created to ensure all staff have been properly trained and educated on proper techniques and procedures for product handling, how to detect, system maintenance, prevention and odor management in and outside of the facility. •Product handling and Storage
 Staff will be trained on proper procedures of product handling, how to display, organize, and store products properly in the facility. All products will be stored in smell proof containers inside the facility’s storage room. •Odor Detection Employees will undergo the basic training of odor detection and odor identification. They are classified in 7 basic categories. 1. Musky- Perfumes/Aftershave 2. Putrid-Rotten Eggs/Garbage 3.Pungent-Vinegar 4.Camphoraceous-mohtballs 5.Cananbis-Skunk like 6.Floral-roses/other flowers 7.Pepperminty-mint gum Once the source is identified we will determine its location. If it’s within the facility it will be remedied based on the type of odor. If it’s outside of the facility a further investigation will be completed by management. Once odor is found and remedied it will be properly documented and filed. •Cleaning & Sanitation Strict Cleaning and Sanitation procedures will be implemented to ensure the cleanliness and safety of the facility, staff and customers. Product contact surfaces and customer contact surfaces will be cleaned before and after hours of operations and between shift changes. Any surface that comes in contact with any potential hazardous material or any customer coughs, sneezes, other bodily fluids will be cleaned and sanitized immediately. •Best Practices 101
 Staff will be given tips and procedures to assure odor is minimized and routine maintenance of facility is completed properly and in a timely manner. 6 •Personal Protective Equipment (PPE) The most effective way to control illnesses and potential hazardous materials is to utilize personal protective equipment which includes respirators, masks, gloves, body coverings and goggles.
 System Maintenance Upon successful installation of new HVAC & filtration equipment we will contract the installation company for quarterly service or as needed to make sure equipment is running efficiently and effectively. The thermostat control will communicate with system to ensure proper function and in the event of default we will be notified to remedy the problem. All filters will be replaced per manufacture recommendations. Record Keeping All maintenance records will be kept on file and made available upon request. 3.7 Waste Management Plan All products received in the facility are pre-packaged and inspected for quality control. This consists of correct labeling, weight, and visual product quality. In the event of products deemed unusable, recalled, or unrecognizable they will be returned to the distributor immediately. See steps Below. Step 1. Record products in question in the inventory control system. Include the following: product type, quantity, product name, distributor, date of shipment received and costs of goods including tax. Step 2. Place product in designated locker in the secured storage location clearly marked RETURN NOT FOR SALE. (only Management will have access to locker) Step 3. Contact distributor to schedule appointment to pickup the product and issue Urban Leef a refund or credit on next invoice. Update inventory control system and METRC with accurate quantities of products and notes of the return. Note: In the event the distributor fails to timely and effectively take back product we will contract a third party cannabis waste management company licensed by the State of CA to handle the waste appropriately and will address associated costs with distributor. 7 City of Fresno Commercial Cannabis Business Application Appendix A: Evaluation Criteria 4. Safety Plan Applicant: Urban Leef LLC Type: Storefront Retail Owner: Kortney Potter Contact: Email: support@urbanleef.com 4. Safety Plan Urban Leef recognizes the importance of safety in its retail location and is aware of the potential fire, medical and hazardous situations that could arise. We have taken the necessary precautions to ensure preparedness in the event something poses a threat to our employees, customers, and facility. 4.1 Safety Plan Consultant Fire Safety Plan Jeffery Lutz- Lutz & Associates Consulting 949.466.8894 jeffreyglutz@gmail.com 4.2 Accident and Incident Reporting Procedures Intent: 1.To maintain a safe and healthy work environment for the retail facility and premise 2.To ensure accidents and incidents which occur on premise or during the course of employment with Urban Leef LLC are reported in a timely manner. 3.To minimize accidents, medical, hazardous and fire situations by correcting identified causes when appropriate and feasible. Policy: Employees must ensure that they report all accidents, incidents and near-misses which result or may result in property damage, injury or illness, regardless of severity are reported to Management within the required amount of time outlined in this policy. This accident/incident reporting policy requirements apply to all accidents and incidents involving employees, customers, on-site vendors, contractors, and visitors, which result in, or has the potential to have resulted in personal injury, illness, property damage, or the damage of private property while on premise. An accident/incident report will be required for any of the following: Definitions: Accidents “Accidents” are events that cause injury or illness to a person. Even “minor” injuries such as cuts or sprains are to be considered accidents. If there is a doubt, treat a situation as an accident. 1 Incidents “Incidents” are near-miss events that have the potential of causing personal injury or events that cause damage to owned property or private property while on premise. Occupational Accidents “Occupational accidents” are accidents that occur to a Urban Leef employee while conducting work related activities for Urban Leef. Non-occupational Accidents “Non-occupational accidents” are accidents that occur to employees, volunteers, visitors while they are on or off premise attending or participating in a Company sponsored activity. Reporting Procedure Employees are responsible for: •Following safe work practices and abiding by all safety standards and policies. •Reporting any conditions they consider unsafe to their supervisor •Promptly reporting any accidents or incidents to their supervisor or appropriate authorities if applicable. •It is extremely important to report occupational accidents to your immediate supervisor so that Management will be able to file the appropriate paperwork. Failure to report an occupational accident may result in denial of benefits under worker compensation laws. The employee’s immediate supervisor is responsible for: •Obtaining prompt medical treatment for the injured employee and securing the accident scene as appropriate. •Reporting occupational accidents or incidents to the Operations Manager as soon as possible, but no later than 24 hours following the accident or incident. Accidents and incidents must be reported using the Accident/Incident Report Form. Additional Worker’s Compensation Forms may need to be completed. •In the event of accidents that result in a fatality or the hospitalization of an employee, the report must be submitted IMMEDIATELY. 1.The Company is required to report any such incidents to the local Occupational Safety and Health Administration (OSHA) office within 8 hours of the incident. 2 2.Accidents that result in a “lost time” injury, must be reported to the Operations Manager within 8 hours. •Investigating occupational accidents and areas under their supervision. Investigations should be conducted using the Accident/Incident Report Investigation Form. •Ensuring proper employee involvement in occupational accident investigations in an attempt to get their input into the cause and corrective actions. •Correcting unsafe conditions or actions that contributed to the accident as appropriate (i.e. issuing a work order or by direct action of the supervisor). •Ensuring that emergency equipment (i.e., Fire extinguisher, spill cleanup, etc.) used in the accident for which the department is responsible is replaced or returned to normal operating condition. •Ensuring that employees under their supervision understand the reporting requirements and are aware of their responsibilities Operations Manager Report Procedures 1.Maintaining a log of injuries and illness according to OSHA guidelines and regulations. 2.Reviewing accident and incident reports for root causes of the accident or incident, and appropriateness of preventive and/or corrective actions. 3.Reviewing and analyzing accident statistics for trends/patterns and making recommendations to the CEO on corrective programs or procedures. 4.Reporting all accidents that result in fatality or hospitalization of 3 or more employees, to the California Occupational Safety and Health Administration (OSHA) office within 8 hours of the incident. 5.Immediately report loss to all applicable local and state authorities. CEO Report Procedures 1.Ensuring that all supervisors/and employees are accountable for prompt action of reporting, investigations and associated corrective actions as outlined in this policy. 2.Reviewing all occupational accident investigations involving medical attention or lost or restricted workdays. 3 3.Consult with legal council to assure all necessary and appropriate actions have taken place. 4.Implement training new and or revised safety plan and procedures to all staff. (Accident/Incident Reporting Form Example Below) 4 5 4.3 Evacuation Routes Urban Leef, LLC recognizes that the safe, orderly and prompt evacuation of our employees, customers, and any other building occupants depends not only on having the physical safety features of the building, such as fire extinguishers and fire alarms, in operating condition, but also on having an operational emergency evacuation plan. The cooperation and participation of every building occupant is essential. Every employee has an individual responsibility to know how to accomplish the evacuation when the fire alarm device sounds or when directed by a public authority or management representative. Urban Leef, LLC’s Fire Evacuation Plan consists of the following: Pre-Planning the Escape • The locations of fire alarm pull boxes will be clearly identified and all employees and patients will be made aware of them during their initial new employee or patient orientation and again in periodic refresher reviews and drills. • Exits will be checked routinely to ensure there are always at least two unobstructed pathways out. • The fire exits will be checked routinely to make sure they are usable. • Periodic fire drills will be enacted to ensure patients and employees learn the sound of the building’s fire alarm. • Emergency telephone numbers will be posted near all telephones. Telephones will be located strategically throughout the building. A minimum of 4 telephones will be provided. • Fire evacuation exit diagrams will be posted throughout the building. •Exits will be clearly marked. Retail Location Evacuation Routes 311 N. Abby St has 4 exterior doors. 2 Main entrance doors located in the front of the building, 1 Side entrance located in the lobby on the lefthand side and 1 back entrance located on the right hand side. Prior to commencing operations there will be a completed evacuation exit checklist to evaluate OSHA compliance for the exit routes. 4.4 Location of Fire extinguishers and other fire suppression equipment Location There is 3 designated areas where portable fire extinguishers will be placed in accordance to NFPA 10. Maximum distance travel from any point in the facility. 1. Located in the Security 6 Room near the front of the entrance. 2. Located in the retail area behind the Point of Sale counter. 3. Located in the storage area near the rear exit on the righthand side. Of the building. Equipment In the designated areas for the portable fire extinguisher will be 2A:10B:C per NFPA 10. With a maximum distance travel from any point in the facility with a maximum height of 48” A.F.F. 4.5 Procedures and Training for Fire and Medical Emergencies Urban Leef, LLC will ensure that employees have the full benefit of receiving training upon hire, with regular refresher training throughout their employment. Random drills conducted at least twice a year will give employees the opportunity to practice protocols and allow us to assess the effectiveness of their training. Training One goal of training is to make sure employees understand the structural safeguards that are built into our facility, so they can rely on them appropriately and know if they are obstructed or malfunctioning. This means making sure employees: •Are aware of the emergency exits and the location and types of fire extinguishers. •Are aware of the fixed fire extinguishing systems at the facility and understand how these systems are designed to operate in a fire emergency. •Are aware of the emergency lighting system and how it is supposed to work. •Are familiar with the alarm system, knowing how to operate it, including methods of voice communication and activating sound signals such as bells, whistles, and horns; and panic buttons. •Know the evacuation plan, including exit routes from building, the correct procedures to follow, locations of exit signs, and the meaning of different evacuation signals they may hear. All employees will know: •How to raise the alarm if there is fire. •How to contact the fire department. •How to use fire-fighting equipment, including portable fire extinguishers. •that exits are to remain clear of obstructions and that fire doors are to be unblocked and are not to be locked when employees are inside. • 7 Floor wardens Evacuation plans will identify 2 employees who will serve as floor wardens. Floor wardens are the go-to people during an emergency that will provide direction to the rest of the staff. Floor wardens receive special training on the execution of their functions. Evacuation plans will also specify a) who stays behind to shut down critical facility equipment and b) how these individuals are to be evacuated. Every employee will be briefed on the fire hazards specific to his or her individual job and on general matters such as: Proper handling and packaging of flammable waste. Housekeeping procedures for storage and cleanup of flammable materials and flammable waste. Proper cleaning and maintenance of heat producing equipment and storage of flammables away from this equipment. All employees will receive instruction on the general evacuation procedures: How and where to assemble and whom to report to. This is critical in order to be able to account for all employees. How to evacuate disabled employees. Drills Urban Leef, LLC will conduct fire drills twice a year to assess everyone’s fire emergency preparedness. Urban Leef, LLC management will periodically test employees on their knowledge of fire safety matters within the facility. All employees are required to participate in fire drills to test their knowledge in practice. In case they do not implement emergency procedures properly, employees will be required to review procedures and attend additional training and drill exercises. Results of fire drills are recorded in Urban Leef, LLC’s fire log, utilizing a checklist that evaluates the following items: Communication •Was the fire alarm clearly heard in all areas? •Was the public-address system clearly heard in all areas? •Fire Department notified? •Security notified? Evacuation Team Personnel •Did Floor Wardens report to respective stations? •Did Floor Wardens carry out all assigned duties (building search, head count, etc.) 8 Containment of Fire •Were all doors closed but not locked? •Was a fire extinguisher taken to the location of the fire? Evacuation •Were corridors and exits found clear of obstructions? •Did the evacuation proceed in a smooth and orderly manner? •Did visitors to the building take part in the drill? •Was a status report given after relocation? Utilities •Were electrical appliances turned off? •Emergency lights left on? •Was ventilating system shut down? •Records/Valuables •Were important documents/cash, etc. secured or prepared for removal? Emergency Response Plan In addition to fire safety, Urban Leef LLC recognizes the importance of having an integrated emergency response plan that will include the following elements: •Identification of the most common types of emergencies (bomb threats, fire and explosions, •hazardous materials release, suspicious package, earthquakes, utility outage, gunfire, death or •serious injury, workplace violence, hostage situation. •Definition of the leadership structure for the facility in the event of an emergency. •Emergency leadership roles and protocols (i.e. floor wardens and responsible persons); •Identification of command centers. •Classification of the severity of each emergency. •General instructions for responding to each of the emergency types defined by Federal EmergencyManagement Agency (FEMA); and •General evacuation instructions. Evacuating If There Is A Fire or Fire Alarm When an employee discovers a fire or smoke condition, he/she must sound the building alarm by activating the nearest pull station and make a follow-up call to 911. Red emergency telephones will be located strategically throughout the facility to ensure that employees have easy access to calling 911. • Whenever the fire alarm is sounded, all employees must leave immediately. Employees must not assume the fire alarm is false or a test and wait to see what others do. In a fire, seconds count. 9 • Each employee must try to help others, if he/she can do so safely. • Unless unusual conditions dictate otherwise, all employees must use the nearest stairway as this is the best evacuation route to the nearest exit. • When leaving, each employee must close (not lock) the door behind himself or herself. If the door locks automatically, he/she shall take his/her key with him/her in case he/she needs to get back in for refuge. • Once outside, he/she shall meet at his/her assembly point and take a head count to make sure everyone is out and accounted for. He/she must never attempt to re-enter the building to search for someone missing; he/she should let fire or police officials know. • There will be 2 floor wardens who will be responsible for alerting employees during their training of the assembly point, and in an actual emergency they will be responsible for taking a head count to ensure everyone is accounted for once outside of the building. These individuals will serve as the main contact for emergency training and drills. Additionally, floor wardens will be provided a neon vest to wear so that they can be easily identified. Checking the Doors and Avoiding Smoke Inhalation • Before opening a door, each employee should make sure there is no fire on the other side by using the back of his/her hand to touch the door, doorknob, or door frame. • If the door, doorknob, or door frame feels hot, the door shall not be opened, as there is probably fire on the other side. If the door, door- knob, or door frame feels cool, the door should be opened slowly, and the employee shall leave the area and close the door behind them. Stay low when there is smoke • If an employee encounters smoke while escaping, he/she should crawl or get as low as they can, since the cleanest air will be within 1 to 2 feet from the floor. If the main exit is blocked by fire or smoke, the employee should use their alternate route. If this is not feasible, the employee shall go to the safest location and wait for rescue. Protecting Oneself If One Can't Escape • He/she must close all doors between himself/herself and the fire. • All cracks around doors must be sealed with cloth to keep the smoke out. •He/she must call 911 to notify emergency personnel of his/her location. 10 Medical Emergencies Management staff will undergo an accredited first-aid and CPR training course that consists of the following: •Adult CPR •How to use an Automated External Defibrillator (AED) •Conscious and Unconscious Choking •Basic first-aid that consists of burns, cuts, head, neck, back injuries, and tourniquets. •Basic life support training Additional Training Provided will consists of : •Asses the Scenes and Victims •Determine the nature of event(s) •Life Threatening or Non-life threatening •How many involved •Potential cases and threats •Emergency. Contact information for fire, ambulance, police. •Incident& Accident Reporting 11 City of Fresno Commercial Cannabis Business Application Appendix A: Evaluation Criteria 5. Security Plan Applicant: Urban Leef LLC Type: Storefront Retail Owner: Kortney Potter Contact: Email: support@urbanleef.com City of Fresno Commercial Cannabis Business Application Appendix A: Evaluation Criteria 6. Location Applicant: Urban Leef LLC Type: Storefront Retail Owner: Kortney Potter Contact: Email: support@urbanleef.com 6. Location Building Description 311 N. Abby St is a 3,378 sqft stand alone single story commercial building that is currently occupied as a physicians office. It was originally built in 1981 and sits on 33,541 sqft parcel of. land. Occupying the corner of N Abby St and E McKenzie Ave. It was recently renovated from its prior use of a restaurant and meets the commercial cannabis retail zoning requirement in district 7. It has plenty of off street parking and clear visibility from the street. Portions of the existing floor plan will be utilized in the overall design for the retail facility. 6.2 Photograph of Building 1 6.3 Premise Diagram 2 City of Fresno Commercial Cannabis Business Application Appendix A: Evaluation Criteria 7. Community Benefits and Investments Plan Applicant: Urban Leef LLC Type: Storefront Retail Owner: Kortney Potter Contact: Email: support@urbanleef.com 7. Community Benefits and Investment Plan In addition to general and specific issues, Urban Leef LLC will serve numerous goals of benefit to the Fresno community. We will integrate our operations into the surrounding community in a sensitive and attractive manner. Utilizing an existing structure it will help preserve an existing business complex and assist to prevent a decline in and about the commercial center where it is located while bringing economic value to Fresno. We will provide a community proactive approach to address any complaints or concerns. Dedicate time, effort and money to assist in our local community. Be accountable for our business and actively become a contributing member to the Fresno Community. Planning and Designing Community engagement works best where it is an ongoing joint effort enabling relationships and trust to build and strengthen over time. Engagement events should be planned and designed with this in mind and aim to contribute to the overall objectives/goals of the engagement process. Transparency Communicate clearly and honestly about decisions that need to be made and what participants should expect from the engagement process including goals, anticipated outcomes, roles and responsibilities, and key decision-makers. Report the outcomes and process results of decisions and/or community engagement activities regularly and promptly. Resident Power and Inclusion Prioritize the expertise of city residents and local government to identify challenges and developing long lasting solutions. Racial and Social Justice Work to undo racism and other injustices to advance fair opportunities and outcomes for all residents, particularly those who are marginalized. Transformation Value those who live, work and visit our local community. Respect their opinions and outlook on the cannabis industry. Commit to long term business relationships and develop local partnerships. 1 Monitor the effectiveness of our engagement and partnerships, and be open to continuous improvement based on evaluation results, and customer feedback and industry developments. Accountability Be accountable for our business and our responsibility to uphold the standards set fourth in the City of Fresno. Sustainability Support a culture of mutual learning and development. Expand the strengths and assets of communities through training, data sharing, technical assistance, and other applicable resources. Build awareness of the public with industry related information and community involvement. Customer Workshops & Education Urban Leef understands the importance of educating customers on rules, regulations, proper use and consumption when it comes to Legalized Adult Use cannabis and cannabis goods. We will offer product support, how to guides and brochures in store. We will also offer in-store workshops relating to products, industry trends, consumptions, purchase limits, state and local laws. Community Surveys: Questionnaire surveys can be undertaken to identify the needs and views of a large number of people in a standard format. Utilizing a short and concise questionnaires will help capture people’s views on an issue that is being sought. The platforms we will use will be combination of in-store questionnaires, social media and sms text messaging. City Tax Remittance The anticipated local tax revenues generated by Urban Leef LLC operations will also contribute to the local government efforts to maintain and improve its public services such as schools, parks, shelters, charities, and community centers. Working with the City of Fresno to make the cannabis industry have a positive impact is one of our top priorities. Engagement with Local Non-Profits Community Sponsorship & Volunteering: Urban Leef and its employees will dedicate time and money to positively impact our local community. It will include but not be limited to volunteer work or sponsorship for city and local 2 charity organized events, such as feeding the homeless, street or park cleanups, education, health & wellness, fundraisers, clothing, toy and food drives for local animal or homeless shelters and foster organizations. Fresno based organizations or those who serve the Fresno community will be prioritized over those who don’t. Donations: Urban Leef LLC believes in the concept of personal accountability and in “paying it forward” We will earmark a minimum of 1% of gross sales for reinvestment into the community. Once established and open for business we will determine what Community Outreach Programs and Non-Profit Organizations will benefit. Donations and recipients subject to approval by the City Manager and Police Chief. Local Business Partnerships Urban Leef, will always try and outsource any of its essential/business needs by partnering with local businesses. This consists of print & marketing material, advertising, uniforms, sub- contractors, payroll processing, and any licensed and compliant distributors for cannabis goods. We will also have a dedicated spot in our lobby for other established businesses to place coupons or advertisements for their business to help stimulate the local economy. Economic Inclusion Keeping a level playing field for everyone it is important to understand some markets are below state averages. Establishing and creating long term business relationships is crucial for local and small business to compete against publicly traded companies or larger businesses. The best way to source local businesses in our industry is simply by networking. There are several networking events that allow small operators to connect with one another and establish business relationships to benefit one another. Typically the operations manager and or a manager will attend an event with the goal of collecting information about them and their facility/products and schedule a meeting to start the selection process if it appears promising for both parties. Small Cannabis Cultivators Being a retailer gives any licensed cultivator a chance to be in out stores and on our shelves as long as they are working with a licensed distributor or have a distribution license. Urban Leef believes in supporting small businesses. Currently small cultivators contribute about 30% of our available products. The ratio factor comes down to lab tested and approved products, availability, quantities, and type of products. Small batch quantities are becoming very popular with 3 consumers in CA. A small cultivator with 10,000 sqft will have prioritization to help the growth of small business owners/partners in the cannabis industry and offset the larger competitors. 7.1.1 Funding for Expungement and Outreach Services Urban Leef LLC will partner with community programs like Clean Slate Program and Clean Slate Clinics. We will have a sponsorship opportunity for community members to apply via email for sponsorship to get their convicted crimes that are eligible cleared or reduced from their records. Funds will go directly to the program administrator in the sponsored person’s name to start the application process with the program. We will monitor and track results for our success being a sponsor and will update our social media and website page monthly with the results. 7.1.2 Energy Efficient Business Urban Leef LLC is committed to designing, constructing, and operating our cannabis retail storefronts utilizing current “green” Business Management Practices (BMPs) relating to energy and climate, water conservation, materials and waste management. This includes adopting environmental policies that align with California’s Climate Action Plan by providing specific actions that will reduce greenhouse gas (GHG) emissions. The Applicant’s BMPs are derived, in part, from the California Green Building Standards Code and the design requirements in Stanton. The Applicant will implement the following BMP’s, including LEED certification and conservation programs: Energy Assessment: The Applicant takes a proactive, early approach to incorporating in the required standards to meet Fresno’s Goals and its core value of sustainability. As part of the development and construction process, the Applicant will obtain an energy assessment. 
 Energy Conversation: The Applicant’s BMPs for the responsible usage of electrical services will include energy efficient light practices, the use of natural lighting when possible, the use of energy-efficient building materials and insulation to minimize drastic temperature changes, and sufficient deployment of equipment to ensure that there is no over burdening of the power supply. 4 Construction Management: The Applicant expects little to no erosion, soil disturbance, or sediment migration during construction. Regardless, the Applicant will fully comply with the storm water management and/ or erosion control requirements established by the City/County Code and its stormwater management and protection programs. Further, the Applicant shall employ good housekeeping BMPs for construction equipment, materials, and wastes. 
 Water Conservation: The Applicant will use low-flow, water conserving plumbing fixtures and fittings that will comply with the non-residential mandatory water efficiency and conservation measures set forth in the California Green Building Standards Code, Chapter 5, Division 5.3. 
 
 LEED Certification: “LEED” (Leadership in Energy and Environmental Design) is the most widely used green building rating system in the world. During development and construction, the Facility will be renovated to be a LEED-certified building, using resources more efficiently when compared to other conventional buildings simply built to “code”. Reducing Carbon Footprint: The Applicant will utilize hybrid vehicles for the delivery of cannabis goods as part of its cannabis storefront retailer operations, and accordingly, install charging stations in the Facility parking lot. Additionally, the Applicant’s employees will be incentivized to utilize public transportation, non- automotive transportation, and carpools. 
 Recycling: The Applicant will fully comply with State requirements mandating commercial recycling in accordance with Assembly Bill 341 and Senate Bill 1018. The Applicant will initially maintain a 95-gallon blue recycling cart on site and request larger or additional bins from the County as demand requires and will post a list of recyclable products near each waste bin. 
 
 Green Bags / Packaging: The Applicant will use biodegradable bags or reusable compliant exit bags for retail customers. We will encourage customers to reuse their bags to limit the amount of waste. 
 
 Green Certified Cannabis Goods: We have a strong preference towards working with and obtaining cannabis goods from “Clean Green Certified” cannabis producers. A “Clean Green Certified” program is modeled after the USDA’s National Organic Program, provides a means of ensuring environmentally clean and sustainable practices within the cannabis industry. 5 Carbon Footprint Reduction: Urban Leef will utilize hybrid sedans as their delivery vehicles and will encourage/incentivize its staff to use public transpiration, non-automotive transportation or to carpool. 7.1.3 Utilizing an Existing/Vacant buildings Urban Leef LLC has an executed lease agreement for 311 N Abby St. It is an existing standalone building that was originally built in 1981. We will utilize the existing structure and it will help preserve and improve the surrounding area and assist to prevent a decline in and about the commercial center where it is located while bringing economic value to Fresno. Exterior Design Concept Urban Leef’s top priority is to create a welcoming storefront that is welcoming to all interested parties but not intrusive to the general plan of the community. Landscaping Urban Leef will embrace the existing landscaping and refresh it with more modern and drought tolerant landscape to create a peaceful transition to its overall exterior. Signage Urban Leef will simply use the medical green cross and the work dispensary in a tasteful backlit sign. Additional signage of our name and logo will appear on the building or on the front door. We will not utilize any marijuana leafs, or terms in our signage. Our signage will be permitted and approved through the city’s sign program prior to installation and operation. Lighting The building will have exterior lighting to make it visible and to minimize any loitering or potential safety hazards. The parking will also have lighting to assist with customer traffic to and from the facility. Entry Upon entering you will get a sense of a modern yet welcoming lobby and will be greeted by a licensed uniformed security guard. Implementing a simple warm design concept will help customers feel at ease and welcome. 6 Relationship to Street & Sidewalk The location will have a permitter fence to minimize any unnecessary foot traffic to our location. It will state for customer parking only. Providing a sense of security when entering the premise. Parking spots will be clearly marked for our location providing easy access to customers. Entry and exit doors will be clearly marked to help guide customer flow in and out of the location. All parking, exits and side walk will meet ADA code and compliance. Security Interior Design Concept The interior design concept will be clean and modern. It will have product display cases which will include product information and allow the customer to view the actual product without touching it. It will be well lit and appointed with easy to view/read displays. The interior will also be ADA compliant for any one in need of assistance. (See concept below) Design Concept Creativity The interior design concept for our location will consist of cool earth tones and modern solid surface countertops. Creating a boutique feel dispensary. The ambiance of lighting will create a sense of warmth and comfort for our customers while the shop. We will utilize soft but upbeat music to create a comfortable noise level without it being intrusive while in the store. Our artwork will be abstract and consistent with the industry but only visible in the retail location. Branding will be on our electronic screens and display cases making it easy for customers to identify the specific products they are looking for. The goal is to create an atmosphere that will have customers naming Urban Leef their favorite place to shop. Design Concept Integration Urban Leef will embrace the surrounding ascetics to integrate its business concept in the upmost sensitive and attractive manner. The potential locations consist of a mix of existing industrial use 7 type businesses. We will take all aspects into consideration upon successfully securing the location to assure noise, lighting, pedestrian and vehicle traffic are implemented without disrupting the community. Integration of Security Measures 7.2 Public Health Outreach and Education Becoming a contributing member of the City of Fresno and embedding ourselves in the local community. Urban Leef will become a trusted partner for reliable information and creating a public awareness campaign by hosting routine seminars, discussions and workshops to engage and educate the community about cannabis industry and cannabis goods. We will include general and specific topics relating to products, product supports, manufacturing, lab testing, rules and regulations for licensed operators, consumption and purchase limits, and impairment issues related to cannabis use. We will work in conjunction with other organizations and local law enforcement agencies that have successfully reached targeted audiences and utilized promotional campaigns. Urban Leef will engage with organizations like West Fresno Family Resource Center, The Health Collaborative and Programs like the (PATH) project to become an involved partner to educate the youth and de-glamorizing the use of marijuana. We will tailor media campaigns and seminars or sponsor events directed toward youth prevention of cannabis use and trends. We will focus on the risks of youth cannabis use, addiction, positive reinforcement, community youth engagement, best practices of prevention. Educational Materials Urban Leef will have educational materials for training employees and available to customers in both English and Spanish. They will be posted on our social media, websites and printed copies located in our lobby area. Factsheets: 8 Photographic examples and written descriptions, charts, and graphs that discuss topics pertaining to cannabis, cannabis goods, medical conditions, consumption, rules, regulations, impairment, types of products, types of use. Instructional Guides: Types of cannabis and their recommended uses, effects of cannabis, methods of consumption, dosing, testing and how to read results, Signs/Posters: Illustrations that highlight rules, regulations, facts about cannabis, impairment, behaviors associated to use, and the dangers of driving under the influence 7.3 Fresno Community Reinvestment Fund Once open for business. Urban Leef LLC will establish a set amount to contribute to the Fresno Community Reinvestment Fund. This amount will be determined based on input from local equity cannabis operators, members of city council, the city manager, police and fire chief. We will 9 ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 1of 12 STANDARD INDUSTRIAL/COMMERCIAL SINGLE­TENANT LEASE ­ NET (DO NOT USE THIS FORM FOR MULTI­TENANT BUILDINGS) 1.Basic Provisions ("Basic Provisions"). 1.1 ParƟes.This Lease("Lease"), dated forreference purposes only November 20, 2020 ,ismadebyandbetween TRTP, Inc. ("Lessor")and Urban Leef, LLC ("Lessee"), (collecƟvelythe"ParƟes," orindividually a"Party"). 1.2 Premises:That certainreal property, including all improvements therein orto be provided by Lessorunder the terms of this Lease, commonly known as (street address, city,state, zip):311 N. Abby Street, Fresno, CA 93701 ("Premises"). ThePremises arelocated in theCounty of Fresno ,andaregenerallydescribedas(describebrieflythenatureofthepropertyand,ifapplicable,the"Project,"if theproperty islocated within aProject): 3,378± square foot building on .77± acre parcel .(SeealsoParagraph2) 1.3 Term:Five (5)yearsand Zero (0)months("Original Term")commencing per Addendum No. 1 ("CommencementDate") andending per Addendum No. 1 ("ExpiraƟon Date"). (See alsoParagraph 3) 1.4 Early Possession:IfthePremises areavailable Lesseemay have non­exclusive possession of the Premisescommencing ----("Early Possession Date"). (Seealso Paragraphs 3.2and 3.3) 1.5 Base Rent:per month("BaseRent"), payable on the First day ofeach monthcommencing the first full calendar month after the Commencement Date .(SeealsoParagraph4) (a) Base Rent Adjustments: Months Ifthis boxis checked,thereare provisions in thisLease fortheBase Renttobeadjusted.SeeParagraph 1.5(a). 1.6 Base Rentand OtherMonies PaidUponExecuƟon: (a)Base Rent:for the period the first month's rent . (b)SecurityDeposit:("SecurityDeposit"). (Seealso Paragraph5) (c)AssociaƟonFees:fortheperiod. (d)Other:for . (e)Total Due Upon ExecuƟon of this Lease:. 1.7 Agreed Use:Marijuana Dispensary .(SeealsoParagraph6) 1.8 Insuring Party.Lessoris the"InsuringParty"unlessotherwisestatedherein. (SeealsoParagraph8) 1.9 Real EstateBrokers.(See also Paragraph 15 and 25) (a)RepresentaƟon:EachPartyacknowledgesreceivingaDisclosureRegardingRealEstateAgencyRelaƟonship, confirmsand consentstothe following agencyrelaƟonships in this Leasewith the following real estate brokers ("Broker(s)")and/or their agents ("Agent(s)"): Lessor’sBrokerage Firm Newmark Pearson Commercial License No.00020875 Isthe broker of(check one): theLessor;or both the Lesseeand Lessor(dual agent). Lessor’sAgent Craig Holdener LicenseNo.01904352 is(check one): theLessor’sAgent (salespersonor brokerassociate);or both the Lessee’s Agent and theLessor’s Agent (dual agent). Lessee’sBrokerage Firm Newmark Pearson Commercial License No.00020875 Isthe brokerof(check one): theLessee;or both the Lesseeand Lessor(dual agent). Lessee’sAgent Craig Holdener LicenseNo.01904352 is (checkone): the Lessee’s Agent(salesperson orbroker associate); or both the Lessee’s Agent and theLessor’s Agent (dual agent). (b)Payment to Brokers.UponexecuƟonand deliveryof thisLeaseby bothParƟes, Lessorshall payto the Brokersthe brokerage feeagreed toin a separatewriƩen agreement(or ifthere is nosuch agreement,the sumof or % ofthetotalBaseRent)forthebrokerageservicesrendered bythe Brokers. 1.10 Guarantor.TheobligaƟons ofthe Lesseeunder this Leaseare tobeguaranteed by ("Guarantor"). (SeealsoParagraph 37) 1.11 AƩachments.AƩached hereto are the following, all of which consƟtute a part of this Lease: anAddendum consisƟng of Paragraphs 51 through 62 ; aplotplandepicƟngthePremises; acurrentsetoftheRulesandRegulaƟons; aWorkLeƩer; other(specify):Disclosure Regarding Real Estate Agency Relationship, Commencement Date Memorandum, Addendum, Guaranty of Lease and Indemnity Agreement . 2.Premises. 2.1 Leƫng.LessorherebyleasestoLessee,andLesseeherebyleasesfromLessor,thePremises, forthe term, atthe rental,and uponallof theterms, covenants and condiƟons set forth in this Lease. Whilethe approximate square footage ofthe Premises mayhave been used in themarkeƟng ofthe Premises for purposes of comparison, the BaseRentstated herein is NOTƟed to square footage and is not subjectto adjustment should the actual size be determined tobe different.NOTE:Lesseeisadvised toverify theactual sizeprior to execuƟng this Lease. 2.2 CondiƟon.LessorshalldeliverthePremisestoLesseebroomcleanandfreeofdebrisontheCommencement Date or theEarly PossessionDate,whichever first occurs ("Start Date"),and,so long as the required service contracts described in Paragraph 7.1(b) below are obtained byLessee and in effect within thirty days following the Start Date, warrants that the exisƟng electrical, plumbing ,firesprinkler,lighƟng,heaƟng,venƟlaƟngandaircondiƟoningsystems("HVAC"),loading doors,sump pumps,if any,and all other such elements in thePremises,other than those constructed by Lessee,shallbe in good operaƟng condiƟon on said date, that the structural elements ofthe roof, bearing walls andfoundaƟon ofanybuildingsonthePremises(the"Building") shall be free ofmaterial defects,and thatthe Premises do not contain hazardous levels of anymold or fungi defined as toxic under applicable stateor federal law. If a non­compliance with said warranty exists as ofthe StartDate, orifone ofsuch systems or elementsshouldmalfuncƟon or fail within the appropriate warrantyperiod, Lessorshall, as Lessor'ssole obligaƟon with respect to such maƩer,except as otherwise provided in this Lease,promptlyaŌer receipt ofwriƩen noƟcefrom Lessee seƫng forth with specificitythe nature and extentof such non­compliance, malfuncƟon or failure, recƟfy same at Lessor's expense. The warrantyperiods shallbeas follows:(i) 6monthsas totheHVACsystems, and (ii) 30 days as to the remaining systems and other elements ofthe Building. IfLesseedoes notgiveLessor therequired noƟcewithin the appropriate warranty period, correcƟon ofany such non­compliance, malfuncƟon orfailure shallbetheobligaƟonofLesseeatLessee'ssolecostandexpense. Lessoralsowarrants,that unless otherwise specified in wriƟng,Lessor is unaware of (i)any recorded NoƟces of Default affecƟng thePremise;(ii) anydelinquent amounts due under anyloan secured by thePremises; and(iii)any bankruptcy proceeding affecƟngthe Premises. 2.3 Compliance.Lessor warrants that to thebest ofits knowledge the improvements on the Premises comply with the building codes,applicable laws,              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 2of 12 covenants or restricƟons of record,regulaƟons,and ordinances ("Applicable Requirements")that werein effect at the Ɵmethat each improvement,or porƟon thereof, was constructed. Saidwarrantydoes notapply tothe usetowhich Lesseewill putthePremises, modificaƟonswhich mayberequired bythe Americans with DisabiliƟes Act or any similar laws as aresult ofLessee's use (seeParagraph 49),or to anyAlteraƟons or UƟlity InstallaƟons (as defined in Paragraph 7.3(a))made or to bemade byLessee.NOTE:Lessee isresponsible fordetermining whetherornot theApplicable Requirements, and especially the zoning, are appropriate for Lessee'sintended use,and acknowledgesthat past usesof thePremises may nolonger beallowed.Ifthe Premises do not comply with said warranty,Lessor shall, except as otherwise provided, promptly aŌer receipt of wriƩen noƟce from Lesseeseƫngforth withspecificity thenature and extentof suchnon­compliance,recƟfy the same at Lessor's expense. If Lessee does not give Lessor wriƩen noƟce ofa non­compliancewiththis warranty within 6months following theStart Date, correcƟon of that non­compliance shallbethe obligaƟonof Lesseeat Lessee'ssolecost andexpense. Ifthe Applicable Requirements arehereaŌer changed soas to require during theterm ofthis Lease theconstrucƟon ofan addiƟon to or an alteraƟon ofthePremises and/or Building,theremediaƟon of anyHazardous Substance, orthe reinforcementor otherphysicalmodificaƟon ofthe Unit,Premises and/orBuilding ("Capital Expenditure"),Lessor andLesseeshall allocatethe costofsuch workas follows: (a) Subject toParagraph 2.3(c)below,if suchCapital Expenditures are required as a result of thespecificand unique use ofthePremises byLessee as compared with uses by tenants in general,Lesseeshall befully responsible for the cost thereof,provided,however,that ifsuch CapitalExpenditure is required during the last 2years ofthisLease and the costthereof exceeds6months' BaseRent, Lesseemayinstead terminate this LeaseunlessLessor noƟfiesLessee, in wriƟng, within 10 days aŌer receipt ofLessee's terminaƟon noƟce that Lessor has elected to pay the difference between the actual cost thereofand an amount equal to 6 months'Base Rent. IfLesseeelects terminaƟon,Lessee shallimmediately ceasetheuse ofthe Premiseswhichrequires suchCapital Expenditure and deliver toLessor wriƩen noƟce specifying aterminaƟon date at least 90 days thereaŌer. Such terminaƟon date shall,however,in no event be earlier than the last day that Lessee could legally uƟlize the Premises without commencing such Capital Expenditure. (b) Ifsuch CapitalExpenditure is not the result of thespecificand unique use ofthe Premises by Lessee (such as,governmentally mandated seismic modificaƟons), then Lessorshall payforsuch CapitalExpenditure andLessee shallonlybe obligatedto pay,eachmonth duringthe remainder ofthe termofthisLease or any extension thereof,on thedate that on which the BaseRent is due,an amount equalto 1/144th of theporƟon of such costs reasonably aƩributable to the Premises. Lesseeshall payInterest on the balance but may prepay itsobligaƟon at any Ɵme. If, however, such Capital Expenditure is required during the last 2years ofthis Leaseor ifLessor reasonably determines that it is not economically feasible to pay its sharethereof,Lessor shall have theopƟon to terminate this Lease upon 90days priorwriƩen noƟcetoLessee unless Lessee noƟfiesLessor, inwriƟng,within10daysaŌerreceiptofLessor'sterminaƟonnoƟcethatLesseewillpay forsuch CapitalExpenditure. If Lessor does not elect to terminate,and fails to tender its share ofanysuch CapitalExpenditure,Lesseemayadvance such funds and deduct same,with Interest,from Rent unƟlLessor's share of such costs have been fully paid. IfLesseeis unable to financeLessor's share,or if thebalance oftheRent due andpayable forthe remainder ofthis Leaseis not sufficient tofully reimburse Lesseeon anoffsetbasis, Lesseeshall have theright toterminate thisLease upon 30 days wriƩen noƟce to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intendedto applyonlyto non­voluntary,unexpected, andnew Applicable Requirements. If theCapitalExpenditures areinstead triggered by Lessee as aresult of an actualor proposed change in use,change in intensity ofuse,or modificaƟonto thePremises then, andin thatevent, Lesseeshall either:(i)immediatelyceasesuchchangeduseorintensityofuseand/ortakesuchother steps as maybe necessaryto eliminatetherequirement for such CapitalExpenditure,or (ii)complete such Capital Expenditure at its own expense. Lessee shall not,however, have any rightto terminate this Lease. 2.4 Acknowledgements.Lesseeacknowledges that: (a)it has been given an opportunity to inspect and measurethe Premises,(b) it has been advised by Lessorand/or Brokersto saƟsfy itselfwith respectto thesize andcondiƟonofthePremises(includingbutnotlimitedtotheelectrical,HVACandfire sprinkler systems,security,environmental aspects,and compliance with Applicable Requirements and theAmericans with DisabiliƟes Act),and their suitability for Lessee's intended use, (c)Lessee hasmadesuch invesƟgaƟonas itdeems necessary with reference tosuch maƩersand assumes allresponsibility therefor asthe samerelate to its occupancy of the Premises,(d) it is not relying on anyrepresentaƟon as to thesizeof thePremises madebyBrokers or Lessor,(e)the squarefootageof the Premises was not material toLessee'sdecision tolease the Premises and paytheRentstatedherein,and(f)neitherLessor,Lessor'sagents,norBrokershave made anyoral or wriƩen representaƟons or warranƟes with respect to said maƩers other than as set forth in this Lease. In addiƟon,Lessor acknowledges that: (i)Brokers have made no representaƟons, promises orwarranƟes concerning Lessee's abilityto honor theLease orsuitability tooccupy the Premises,and (ii)it is Lessor'ssole responsibility to invesƟgatethe financial capability and/or suitabilityof allproposed tenants. 2.5 Lessee asPrior Owner/Occupant.ThewarranƟesmadebyLessorinParagraph2shallbeofnoforceoreffectifimmediately priortothe StartDate Lessee was the owner or occupant ofthe Premises. In such event,Lesseeshall beresponsible for anynecessary correcƟve work. 3. Term. 3.1 Ter m.TheCommencement Date,ExpiraƟon Dateand OriginalTerm ofthis Lease areas specified in Paragraph 1.3. 3.2 Early Possession.AnyprovisionhereingranƟngLesseeEarlyPossessionofthePremisesissubjecttoand condiƟoned upon thePremisesbeing available for such possession prior to theCommencement Date. Anygrant ofEarlyPossession onlyconveys anon­exclusiveright to occupy thePremises.IfLesseetotallyor parƟallyoccupies thePremises prior tothe CommencementDate, theobligaƟon topayBase Rentshall beabatedfor the period ofsuchEarly Possession.Allother terms of this Lease (including but not limited to theobligaƟons to payReal PropertyTaxes and insurancepremiums and to maintain thePremises) shallbe in effect during such period. AnysuchEarly Possessionshall notaffect theExpiraƟonDate. 3.3 Delay In Possession.Lessor agrees to use its best commercially reasonable efforts to deliver possession ofthe Premises to Lesseebythe Commencement Date. If,despite saidefforts,Lessor isunable to deliver possession bysuch date, Lessor shallnotbe subject to anyliabilitytherefor, norshall suchfailure affectthe validity of this Lease or change the ExpiraƟon Date. Lessee shallnot,however,beobligated to pay Rent or perform its other obligaƟons unƟlLessor delivers possession of the Premises and anyperiod ofrent abatementthat Lesseewouldotherwise have enjoyed shallrunfrom thedate ofdelivery of possession and conƟnue for aperiod equalto what Lesseewould otherwise have enjoyed under the terms hereof,but minus any days of delaycaused by theacts or omissions of Lessee. Ifpossession isnotdelivered within60 daysaŌer theCommencementDate,asthesamemaybeextendedunderthetermsofanyWorkLeƩerexecuted by ParƟes,Lessee may,at its opƟon,by noƟce in wriƟng within 10 days aŌer theend ofsuch 60 dayperiod,cancel this Lease,in which event the ParƟes shallbe discharged from allobligaƟons hereunder. If such wriƩen noƟceis not receivedby Lessorwithin said10day period, Lessee's righttocancel shallterminate. If possession of thePremises is not delivered within 120 days aŌer theCommencement Date,this Lease shallterminate unless other agreements arereached between Lessorand Lessee,in wriƟng. 3.4 Lessee Compliance.Lessor shall not be required to tender possession ofthe Premises to LesseeunƟlLessee complies with its obligaƟon to provide evidence of insurance (Paragraph 8.5). Pending deliveryof such evidence,LesseeshallberequiredtoperformallofitsobligaƟonsunderthisLeasefrom and aŌer the Start Date,including the payment ofRent,notwithstanding Lessor's elecƟon to withhold possessionpending receipt of such evidence of insurance. Further,ifLessee isrequired to perform anyother condiƟons priorto orconcurrent withthe Start Date, the Start Date shall occur but Lessor may elect to withhold possessionunƟl such condiƟons are saƟsfied. 4. Rent. 4.1 Rent Defined.AllmonetaryobligaƟons ofLessee to Lessor under theterms ofthis Lease(exceptfor theSecurity Deposit)are deemed to be rent ("Rent"). 4.2 Payment.LesseeshallcausepaymentofRenttobereceivedbyLessorinlawfulmoneyofthe UnitedStates, withoutoffset ordeducƟon (except as specificallypermiƩed in this Lease),on or before the day on which it is due. Allmonetary amounts shallbe rounded to the nearest whole dollar. In theevent that any invoiceprepared byLessor isinaccurate such inaccuracy shall notconsƟtute awaiverand Lesseeshall beobligated to paythe amountsetforth inthis Lease. Rentfor anyperiod during the termhereofwhich is for less than onefullcalendar month shall beprorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons orplaceas Lessormay from Ɵmeto Ɵmedesignate inwriƟng. Acceptanceofa paymentwhich isless than theamount thendue shall not be awaiver ofLessor's rightstothe balanceof suchRent,regardless ofLessor's endorsementofanycheck so staƟng. In theevent that anycheck,draŌ,or other instrument of payment given by Lesseeto Lessor is dishonored for any reason,Lessee agrees to pay to Lessor the sum of$25 inaddiƟon to anyLate Charge and Lessor,atits opƟon,may require allfuture Rentbe paidbycashier'scheck.Paymentswillbeappliedfirsttoaccrued latecharges and aƩorney's fees,second to accrued interest,then to BaseRent,Insurance and Real Property Taxes,and anyremaining amount to any other outstanding charges orcosts. 4.3 AssociaƟon Fees.In addiƟon to theBase Rent,Lessee shallpayto Lessor each month an amountequalto anyowner's associaƟon or condominium fees leviedor assessedagainst thePremises. Saidmonies shallbe paidatthe sameƟme and inthe samemanner astheBase Rent. 5.Security Deposit.Lesseeshall deposit with Lessor upon execuƟon hereof theSecurity Deposit assecurity for Lessee's faithful performance of its obligaƟons under this Lease. IfLesseefails to pay Rent, or otherwise Defaults under this Lease, Lessormayuse, apply or retain allor anyporƟon ofsaid Security Deposit for the payment of anyamount alreadydue Lessor,for Rents which will beduein thefuture,and/or to reimburse or compensate Lessor for anyliability,expense,loss or damage which Lessormay sufferorincur byreason thereof. IfLessoruses orapplies allorany porƟonof theSecurityDeposit,Lesseeshallwithin10daysaŌer wriƩen request therefor deposit monies with Lessor sufficient to restore said SecurityDeposit to thefull amount required by this Lease. Ifthe BaseRent increases during the term of this Lease,Lessee shall,upon wriƩen request from Lessor, deposit addiƟonal monies with Lessor so that the total amount of the Secu rity Deposit shallat allƟmes bear thesame proporƟon to theincreased BaseRent as theiniƟal SecurityDeposit bore to the iniƟalBaseRent. Should theAgreed Usebeamended to accommodate a material change in the business of Lessee or to accommodateasublesseeorassignee,LessorshallhavetherighttoincreasetheSecurity Deposit              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 3of 12 to the extent necessary,in Lessor's reasonable judgment,to account for anyincreased wear and tear that thePremises maysuffer as aresult thereof. Ifa changein control of Lessee occurs during this Lease and following such change the financialcondiƟon ofLessee is,inLessor's reasonable judgment, significantlyreduced, Lessee shalldeposit such addiƟonal monies with Lessor as shall besufficient to cause the Security Deposit to be at acommerciallyreasonablelevelbased on such change in financialcondiƟon. Lessor shallnotbe required to keepthe SecurityDepositseparate fromits generalaccounts. Within90 daysaŌerthe expiraƟonor terminaƟon of this Lease,Lessor shall return that porƟon ofthe SecurityDeposit not used or applied by Lessor. Lessor shallupon wriƩen request provide Lesseewith an accounƟng showinghow thatporƟon oftheSecurity Depositthat wasnot returned wasapplied. No partofthe SecurityDeposit shall beconsidered tobe held in trust,tobear interest or to be prepayment for any monies to be paid byLessee under this Lease. THESECURITY DEPOSITSHALL NOTBEUSED BYLESSEE INLIEU OF PAYMENT O F THELAST MONTH'SRENT. 6.Use. 6.1 Use.LesseeshalluseandoccupythePremisesonlyfortheAgreedUse,oranyotherlegal usewhich isreasonably comparable thereto,and forno other purpose. Lesseeshall not useor permit the useof thePremises in amanner that is unlawful,creates damage,waste or anuisance,or that disturbs occupants ofor causes damage to neighboring premises or properƟes. Other than guide, signaland seeing eyedogs, Lessee shallnot keepor allow inthe Premises any pets,animals, birds,fish,or repƟles. Lessor shall not unreasonably withhold or delay its consent to any wriƩen request for amodificaƟon oftheAgreed Use,so long as thesamewill not impair thestructural integrityoftheimprovementsonthepremisesorthemechanical orelectrical systemstherein, and/or isnot significantly moreburdensome to the Premises. IfLessor elects to withhold consent,Lessor shallwithin 7days aŌer such request give wriƩen noƟficaƟon ofsame,which noƟceshall includean explanaƟon of Lessor's objecƟons to the change in the Agreed Use. 6.2 Hazardous Substances. (a)Reportable UsesRequire Consent.Theterm"Hazardous Substance"asusedinthisLeaseshallmeananyproduct,substance,orwastewhose presence,use,manufacture,disposal,transportaƟon,or release,either by itselfor in combinaƟon with other materials expected to be on the Premises,is either: (i) potenƟallyinjurious to the public health,safety orwelfare, the environment orthePremises, (ii)regulated ormonitored by anygovernmental authority, or(iii) abasis for potenƟal liabilityof Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include,but not be limitedto, hydrocarbons, petroleum, gasoline, and/or crude oilor anyproducts,by­products orfracƟons thereof. Lessee shallnot engagein any acƟvityin or on the Premises which consƟtutes aReportableUseofHazardous Substances without theexpress prior wriƩen consent ofLessor and Ɵmely compliance (at Lessee's expense) with allApplicable Requirements. "Reportable Use"shallmean(i)theinstallaƟonoruseofanyaboveorbelowgroundstoragetank, (ii) thegeneraƟon, possession,storage,use,transportaƟon,or disposal of aHazardous Substance that requires apermit from,or with respect to which areport,noƟce,registraƟon or business plan is required to be filed with,any governmentalauthority,and/or (iii)the presence at thePremises of aHazardous Substance with respect to which any Applicable Requirements requires that anoƟcebe givento persons enteringoroccupyingthePremisesorneighboringproperƟes.Notwithstandingtheforegoing, Lesseemay useany ordinary and customary materials reasonably required to be used in thenormal course of the Agreed Use,ordinary officesupplies (copier toner, liquidpaper, glue,etc.) andcommonhousehold cleaningmaterials, solongassuchuseisincompliancewithallApplicableRequirements,isnotaReportable Use, and does not expose the Premises or neighboring propertyto anymeaningful riskofcontaminaƟon or damage or expose Lessor to any liabilitytherefor. In addiƟon, Lessormay condiƟon its consenttoany Reportable Use uponreceiving suchaddiƟonal assurances asLessor reasonably deemsnecessary toprotect itself,thepublic, the Premises and/or the environment against damage,contaminaƟon,injury and/or liability,including,but not limited to,theinstallaƟon (and removal on or before LeaseexpiraƟon orterminaƟon) ofprotecƟve modificaƟons (suchas concreteencasements)and/orincreasingtheSecurityDeposit. (b)Duty to Inform Lessor.IfLesseeknows,or has reasonable cause to believe,that aHazardous Substance has come to be located in,on,under or about the Premises,other than aspreviously consented to byLessor, LesseeshallimmediatelygivewriƩennoƟceofsuchfacttoLessor,andprovideLessorwith a copy of any report,noƟce,claimor other documentaƟon which it has concerning the presenceof such Hazardous Substance. (c)LesseeRemediaƟon.LesseeshallnotcauseorpermitanyHazardousSubstancetobespilledorreleasedin,on, under, or aboutthePremises (including through theplumbing or sanitarysewer system) and shallpromptly,at Lessee's expense, comply with allApplicable Requirements and take allinvesƟgatory and/or remedial acƟonreasonably recommended, whether or notformally ordered or required, forthe cleanup of anycontaminaƟon of, andfor themaintenance, security and/or monitoring of thePremises or neighboring properƟes,that was caused or materially contributed to byLessee,or pertaining to or involving any Hazardous Substance broughtonto thePremisesduring theterm ofthis Lease,byor forLessee, oranythird party. (d)LesseeIndemnificaƟon.Lesseeshallindemnify,defend and hold Lessor,its agents,employees,lenders and ground lessor,ifany,harmless from and against any and all loss ofrents and/or damages, liabiliƟes,judgments, claims,expenses, penalƟes, andaƩorneys' andconsultants' fees arisingout oforinvolving any Hazardous Substance brought onto thePremises by or for Lessee,or anythird party (provided,however,that Lesseeshall haveno liabilityunder this Leasewith respect to underground migraƟon of any Hazardous Substance under the Premises from adjacentproperƟes not caused orcontributed to byLessee). Lessee's obligaƟons shall include,but not be limited to,the effects of anycontaminaƟon or injury to person,propertyor theenvironment created or suffered by Lessee,and the cost ofinvesƟgaƟon, removal,remediaƟon, restoraƟon and/or abatement, andshall survive the expiraƟon orterminaƟon ofthis Lease.No terminaƟon, cancellaƟon or release agreement entered intoby Lessor and Lesseeshall release Lessee from itsobligaƟons under thisLease with respect toHazardous Substances,unless specificallyso agreedbyLessor inwriƟng atthe Ɵmeofsuch agreement. (e)Lessor IndemnificaƟon.Except as otherwise provided in paragraph 8.7,Lessor and its successors and assigns shallindemnify,defend,reimburse and hold Lessee, itsemployees and lenders, harmless from and against any andallenvironmental damages,including thecostof remediaƟon, whichresult from Hazardous Substances which existed on thePremises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct ofLessor,its agentsor employees. Lessor'sobligaƟons, as andwhen required by theApplicable Requirements, shallinclude,but notbe limited to, thecostof invesƟgaƟon, removal,remediaƟon,restoraƟon and/or abatement,and shall survivethe expiraƟon or terminaƟon ofthis Lease. (f)InvesƟgaƟons andRemediaƟons.LessorshallretaintheresponsibilityandpayforanyinvesƟgaƟonsorremediaƟon measuresrequired by governmental enƟƟes having jurisdicƟon with respect to theexistence ofHazardous Substances on the Premises prior to Lessee's occupancy,unless such remediaƟon measureis required as aresult of Lessee'suse (including "AlteraƟons", asdefinedinparagraph7.3(a)below)ofthePremises,inwhicheventLesseeshallbe responsible for such payment. Lesseeshall cooperate fully in any such acƟviƟes at therequest ofLessor,including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable Ɵmes in order to carry out Lessor's invesƟgaƟveand remedialresponsibiliƟes. (g)Lessor TerminaƟo n OpƟon.IfaHazardous Substance CondiƟon (see Paragraph 9.1(e))occurs during the termofthis Lease,unless Lesseeis legally responsible therefor (in which case Lessee shall make the invesƟgaƟon and remediaƟon thereof required by the Applicable Requirements and this LeaseshallconƟnue in full forceand effect,but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13),Lessor may,at Lessor's opƟon,either (i)invesƟgate and remediate such Hazardous Substance CondiƟon, if required, assoon asreasonably possibleatLessor'sexpense,inwhicheventthisLeaseshallconƟnueinfullforceand effect,or (ii)if the esƟmated cost to remediate such condiƟon exceeds 12 Ɵmes the then monthlyBase Rent or $100,000,whichever is greater,give wriƩen noƟce to Lessee,within 30days aŌerreceipt byLessorof knowledge of theoccurrence ofsuch Hazardous Substance CondiƟon, ofLessor'sdesire toterminate thisLeaseas ofthedate60 days following thedate ofsuch noƟce. In theevent Lessor elects to givea terminaƟon noƟce,Lessee may,within 10 days thereaŌer,givewriƩen noƟceto Lessor of Lessee'scommitment topay theamountby whichthe costof theremediaƟonof suchHazardous SubstanceCondiƟonexceeds anamount equalto12 Ɵmesthe then monthlyBase Rent or $100,000,whichever is greater. Lesseeshall provide Lessor with said funds or saƟsfactoryassurance thereofwithin 30 days following such commitment. In such event, this Lease shall conƟnue in full force and effect,andLessorshallproceedtomakesuchremediaƟonassoonasreasonablypossibleaŌer the required funds are available. If Lesseedoes not give such noƟce and provide the required fundsor assurancethereof within theƟme provided,this Leaseshall terminate as of the date specified in Lessor's noƟce of terminaƟon. 6.3 Lessee's Compliancewith ApplicableRequirements.Except as otherwiseprovided in this Lease,Lesseeshall,at Lessee's sole expense,fully,diligentlyand ina Ɵmelymanner, materiallycomplywith allApplicable Requirements, therequirementsofanyapplicablefireinsuranceunderwriterorraƟngbureau, and the recommendaƟons of Lessor's engineers and/or consultants which relate in anymanner tothePremises, withoutregard towhethersaid Applicable Requirements are now in effect or become effecƟveaŌer theStart Date. Lesseeshall,within 10 days aŌer receipt of Lessor's wriƩen request,provide Lessor with copies ofall permits andother documents,and other informaƟonevidencing Lessee'scompliancewithanyApplicableRequirementsspecifiedbyLessor,andshallimmediately upon receipt,noƟfy Lessor in wriƟng (with copies ofany documents involved) ofanythreatened or actual claim,noƟce,citaƟon,warning,complaint or report pertaining to orinvolving thefailure ofLesseeor thePremises tocomply withanyApplicable Requirements. Likewise,Lesseeshall immediatelygive wriƩennoƟce to Lessorof: (i) anywater damage to thePremises and anysuspected seepage,pooling,dampness or other condiƟon conducive to theproducƟon ofmold; or (ii)any musƟness or otherodors thatmight indicate thepresence ofmold inthe Premises. In addiƟon, Lessee shall provide copies ofall relevantmaterialsafety data sheets (MSDS)to Lessor within 10 days ofthereceipt ofa wriƩen request therefor. In addiƟon,Lessee shallprovideLessor with copies ofits business license,cerƟficate ofoccupancy and/or any similardocument within10days ofthe receipt of awriƩenrequesttherefor. 6.4 InspecƟon;Compliance.Lessor and Lessor's "Lender"(as defined in Paragraph 30)and consultants authorized by Lessor shall have the right to enter into Premisesat anyƟme, inthecase ofan emergency, and otherwise atreasonableƟmesaŌerreasonablenoƟce,forthepurposeofinspecƟngand/ortesƟngthe condiƟon of thePremises and/or for verifying compliance by Lessee with this Lease. Thecost ofanysuch inspecƟons shall bepaid by Lessor,unless aviolaƟon of Applicable Requirements, ora Hazardous Substance CondiƟon (seeparagraph 9.1)is found toexist orbe imminent,orthe inspecƟon is requested orordered bya governmental authority. In such case,Lessee shallupon request reimburse Lessor for the cost of such inspecƟon,so long as such inspecƟon is reasonably related to the violaƟon orcontaminaƟon. InaddiƟon, Lesseeshall provide copies ofallrelevant materialsafety datasheets(MSDS)toLessorwithin10daysofthereceiptofa wriƩen request therefor. Lesseeacknowledges that anyfailure on its part to allow such inspecƟonsor tesƟng will expose Lessor to risks and potenƟally cause Lessor              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 4of 12 to incur costs not contemplated bythis Lease,the extent of which willbe extremelydifficult to ascertain. Accordingly,should theLesseefail to allow such inspecƟons and/or tesƟng ina Ɵmelyfashion the BaseRent shall be automaƟcally increased, without anyrequirement fornoƟce to Lessee,by anamountequal to10% ofthe then exisƟng BaseRent or $100,whichever is greater for the remainder to the Lease. TheParƟes agreethat such increase in BaseRent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason ofLessee'sfailure toallow suchinspecƟon and/or tesƟng. Suchincrease inBaseRentshall in no event consƟtute awaiver of Lessee's Default or Breach with respect to such failure nor prevent the exerciseof anyofthe other rights and remedies granted hereunder. 7.Maintenance;Repairs;UƟlity InstallaƟons;Trade Fixtures an d AlteraƟons. 7.1 Lessee's ObligaƟons. (a)In General.Subject to the provisions of Paragraph 2.2 (CondiƟon),2.3(Compliance),6.3(Lessee's Compliance with Applicable Requirements),7.2 (Lessor'sObligaƟons), 9(Damage orDestrucƟon), and 14(CondemnaƟon), Lesseeshall, atLessee'ssole expense, keep thePremises,UƟlity InstallaƟons (intended for Lessee's exclusive use,no maƩer where located),and AlteraƟons in good order,condiƟon and repair (whether or not the porƟon of thePremises requiring repairs,or the means ofrepairing thesame,are reasonably or readily accessible toLessee,and whetheror nottheneed forsuch repairs occursas aresult ofLessee's use,any prior use,theelements or theage ofsuch porƟon of thePremises),including,but not limited to,all equipment or faciliƟes,such as plumbing,HVAC equipment, electrical,lighƟng faciliƟes,boilers, pressure vessels,fire protecƟonsystem,fixtures,walls(interiorandexterior),foundaƟons,ceilings,roofs, roof drainage systems, floors,windows,doors,plate glass,skylights,landscaping,driveways,parking lots,fences,retaining walls,signs,sidewalks and parkways located in,on,or adjacent to the Premises. Lessee, inkeeping the Premisesin goodorder, condiƟon andrepair, shallexercise andperformgood maintenancepracƟces, specificallyincludingthe procurement and maintenanceof theservicecontracts required by Paragraph 7.1(b) below. Lessee's obligaƟons shall includerestoraƟons,replacements or renewals whennecessary tokeep thePremisesand allimprovements thereon or apartthereof ingood order, condiƟon and stateof repair. Lessee shall,during thetermofthis Lease,keep the exterior appearance ofthe Building in afirst­class condiƟon (including,e.g. graffiƟremoval) consistent with the exterior appearance ofother similar faciliƟesof comparable age and size in the vicinity, including, when necessary, theexterior repainƟngof the Building. (b)ServiceContracts.Lesseeshall,at Lessee's soleexpense,procure and maintain contracts,with copies to Lessor,in customary formand substance for, andwith contractors specializing and experienced in themaintenance ofthe following equipment and improvements, if any,ifand when installed onthePremises: (i) HVAC equipment,(ii)boiler,and pressure vessels,(iii)fire exƟnguishing systems,including firealarm and/or smoke detecƟon,(iv)landscaping and irrigaƟon systems, (v)roof covering and drains,and(vi) clarifiers. However,Lessor reservestheright,uponnoƟcetoLessee,toprocureandmaintainanyorallofsuchservice contracts, and Lesseeshall reimburse Lessor,upon demand,for thecost thereof. (c)Failure to Perform.IfLesseefails to perform Lessee's obligaƟons under this Paragraph 7.1,Lessor mayenter upon thePremises aŌer 10 days'prior wriƩennoƟce toLessee (exceptinthe caseof anemergency, inwhichcase nonoƟce shallberequired), performsuch obligaƟons onLessee's behalf, and put the Premises in good order,condiƟon and repair,and Lessee shallpromptly payto Lessor asumequalto 115% ofthe cost thereof. (d)Replacement.SubjecttoLessee'sindemnificaƟonofLessorassetforthinParagraph8.7below,and without relieving Lessee ofliability resulƟng from Lessee's failure to exercise and performgood maintenancepracƟces,ifan itemdescribed in Paragraph 7.1(b) cannot berepaired other than at acost which is in excess of50% ofthe costofreplacing suchitem, thensuch itemshallbe replacedby Lessor,andthe costthereof shallbeprorated betweenthe ParƟesand Lesseeshallonly beobligated to pay,each month during theremainder ofthe termofthis Leaseor anyextension thereof,on the dateon which BaseRent is due,an amount equal to the product ofmulƟplying thecostof suchreplacement bya fracƟon,thenumerator ofwhich isone,and thedenominator ofwhichis 144(i.e. 1/144thof the costper month). Lesseeshall payInterest on theunamorƟzed balance but mayprepayits obligaƟon at anyƟme. 7.2 Lessor's ObligaƟons.SubjecttotheprovisionsofParagraphs2.2(CondiƟon),2.3(Compliance), 9(Damage orDestrucƟon) and 14(CondemnaƟon), itis intended by theParƟes hereto that Lessor haveno obligaƟon,in anymanner whatsoever,to repair and maintain the Premises,or theequipment therein,allof which obligaƟons are intended to bethatof theLessee. It istheintenƟon ofthe ParƟesthat the termsof thisLeasegovern therespecƟve obligaƟons of theParƟesas to maintenance and repair of thePremises. 7.3 UƟlity InstallaƟons;Trade Fixtures;AlteraƟons. (a)DefiniƟons.Theterm"UƟlity InstallaƟons"refers to allfloor and window coverings,air and/or vacuum lines,power panels,electrical distribuƟon, security and fireprotecƟon systems,communicaƟon cabling, lighƟngfixtures, HVACequipment, plumbing, andfencing inor onthePremises. The term"Trade Fixtures"shallmean Lessee's machineryand equipment that can be removed without doing material damageto thePremises. Theterm "AlteraƟons"shallmean any modificaƟonof theimprovements, otherthanUƟlity InstallaƟons or TradeFixtures, whether byaddiƟon ordeleƟon. "LesseeOwned AlteraƟons and/or UƟlity InstallaƟons"aredefined as AlteraƟons and/or UƟlity InstallaƟons made byLessee that arenot yet owned byLessor pursuant to Paragraph 7.4(a). (b)Consent.LesseeshallnotmakeanyAlteraƟonsorUƟlityInstallaƟonstothePremises withoutLessor's priorwriƩenconsent. Lessee may,however, makenon­structural AlteraƟons or UƟlityInstallaƟons to theinterior ofthe Premises (excluding the roof)without such consent but upon noƟce to Lessor,as long as theyare not visible fromtheoutside, donot involvepuncturing, relocaƟngorremovingtherooforanyexisƟngwalls,willnotaffecttheelectrical,plumbing, HVAC, and/or life safetysystems,do not trigger therequirement for addiƟonal modificaƟons and/or improvements to the Premises resulƟng from Applicable Requirements, suchas compliance with Title24,and thecumulaƟve costthereof during thisLeaseasextendeddoesnotexceedasumequalto3month'sBaseRentintheaggregate or asumequalto onemonth's BaseRent in any oneyear. Notwithstanding the foregoing,Lesseeshall not make or permit any roofpenetraƟons and/or install anythingon theroof without theprior wriƩenapproval ofLessor. Lessormay, as a precondiƟon to granƟng such approval, require Lessee to uƟlize a con tractor chosen and/or approved by Lessor. Any AlteraƟons or UƟlityInstallaƟons that Lesseeshall desire to makeand which require the consent ofthe Lessor shall be presented to Lessorin wriƩenform with detailed plans. Consent shallbedeemed condiƟoned upon Lessee's: (i) acquiring all applicable governmentalpermits,(ii) furnishing Lessor with copies ofboth the permits and theplans and specificaƟons prior to commencement ofthework,and (iii) compliance with all condiƟons of said permits and other Applicable Requirements ina prompt and expediƟous manner. AnyAlteraƟons orUƟlity InstallaƟons shallbe performedin aworkmanlikemanner with good and sufficient materials. Lessee shallpromptly upon compleƟon furnish Lessor with as­built plans and specificaƟons. For work which costs an amount in excess of one month's Base Rent, Lessor may condiƟon its consent upon LesseeprovidingalienandcompleƟonbondinanamountequalto150%oftheesƟmated cost of such AlteraƟon or UƟlityInstallaƟon and/or upon Lessee's posƟng an addiƟonal Security Deposit with Lessor. (c)Liens;Bonds.Lesseeshallpay,whendue,allclaimsforlaborormaterialsfurnishedorallegedtohave beenfurnished toorfor Lesseeat orfor useon the Premises,which claims areor may besecured byany mechanic's or materialmen's lien against thePremises or anyinterest therein. Lessee shallgive Lessor not lessthan 10days noƟcepriorto thecommencement ofany workin,on orabout the Premises, and Lessorshall have the right to post noƟces of non­responsibility. If Lesseeshall contest the validityofany such lien,claimor demand,then Lessee shall,at its soleexpense defend and protect itself,Lessor and the Premises against the sameand shallpay andsaƟsfyany suchadverse judgmentthat mayberendered thereon before theenforcementthereof. If Lessorshallrequire, Lesseeshall furnish asuretybond in an amount equal to 150% ofthe amount ofsuch contested lien,claimor demand,indemnifying Lessor against liabilityfor thesame. If Lessor elects to parƟcipate in any such acƟon, Lessee shall pay Lessor's aƩorneys' fees andcosts. 7.4 Ownership;Removal;Surrender;and RestoraƟon. (a)Ownership.SubjecttoLessor'srighttorequireremovalorelectownershipashereinaŌer provided, allAlteraƟons and UƟlityInstallaƟons made by Lesseeshall bethe property ofLessee,but considered apart ofthePremises. Lessor may,at any Ɵme,elect in wriƟng to be the owner of allor any specified part of the Lessee OwnedAlteraƟons andUƟlityInstallaƟons. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned AlteraƟons and UƟlity InstallaƟons shall,at theexpiraƟon or terminaƟon of this Lease,become the property ofLessor and be surrendered by Lessee with the Premises. (b)Removal.BydeliverytoLesseeofwriƩennoƟcefromLessornotearlierthan90andnotlaterthan30dayspriortotheendofthetermofthisLease, Lessor may require that anyor all LesseeOwned AlteraƟons or UƟlityInstallaƟons be removed by the expiraƟon or terminaƟon of this Lease. Lessor may require the removal at any Ɵme of all or any part of any Lessee Owned AlteraƟons or UƟlity InstallaƟons madewithout therequired consent. (c)Surrender;RestoraƟon.LesseeshallsurrenderthePremisesbytheExpiraƟonDateoranyearlierterminaƟon date, withall ofthe improvements, parts and surfaces thereof broom clean and free of debris,and in good operaƟng order,condiƟon and state of repair,ordinary wear and tear excepted. "Ordinary wearand tear"shall notincludeany damageor deterioraƟon that wouldhave been prevented by goodmaintenancepracƟce. Notwithstanding theforegoing and the provisions of Paragraph 7.1(a),iftheLessee occupies the Premises for 12 months or less,then Lesseeshallsurrender thePremises in thesame condiƟon as delivered to Lessee on the Start Date with NO allowance for ordinary wearand tear. Lessee shallrepairany damageoccasioned bytheinstallaƟon, maintenanceor removal of Trade Fixtures ,Lesseeowned AlteraƟons and/or UƟlity InstallaƟons,furnishings,and equipment as wellas theremoval ofanystorage tank installed byor for Lessee. Lesseeshall alsoremove fromthe Premises anyand allHazardous SubstancesbroughtontothePremisesbyorforLessee,oranythirdparty(exceptHazardous Substances which weredeposited viaunderground migraƟon fromareas outsideof thePremises)to thelevelspecified in Applicable Requirements. TradeFixtures shallremain theproperty ofLesseeand shallbe removedby Lessee. Any personalproperty ofLesseenot removedon orbefore the ExpiraƟonDate orany earlier terminaƟon date shallbe deemed to have been abandoned byLessee and maybe disposed of or retained by Lessor as Lessor maydesire. The failureby Lesseeto Ɵmelyvacate thePremises pursuant tothis Paragraph7.4(c) without the express wriƩen consent ofLessor shallconsƟtute a holdover under the provisionsof Paragraph 26 below. 8. Insurance;Indemnity. 8.1 Payment For Insurance.Lesseeshallpayfor allinsurance required under Paragraph 8except to theextent ofthe cost aƩributable to liabilityinsurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiums for policy periods commencing prior to or extending beyondtheLease              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 5of 12 term shall be prorated to correspond to theLease term. Payment shallbe madeby Lesseeto Lessor within 10 days following receipt ofan invoice. 8.2 Liability Insurance. (a)Carried by Lessee.Lesseeshallobtain and keep in force a Commercial General Liability policy of insurance protecƟng Lessee and Lessor as an addiƟonal insured against claims forbodily injury, personal injury and property damage basedupon orarising outofthe ownership, use, occupancy ormaintenanceof the Premises and all areas appurtenant thereto. Such insurance shall beon an occurrence basis providing singlelimit coverage in an amount not less than peroccurrence withan annual aggregate of not less than . LesseeshalladdLessorasanaddiƟonalinsuredbymeansofanendorsementatleastasbroad as the Insurance Service OrganizaƟon's "AddiƟonal Insured­Managers or Lessors ofPremises"Endorsement. The policyshall not contain any intra­insured exclusions as between insured persons ororganizaƟons, but shallinclude coverage forliabilityassumedunderthisLeaseasan"insured contract"fortheperformanceofLessee's indemnity obligaƟons under this Lease. The limits of said insurance shallnot,however,limit theliabilityofLesseenor relieve Lessee of any obligaƟon hereunder. Lesseeshall provide an endorsementonits liabilitypolicy(ies) whichprovides thatits insurance shall be primarytoand not contributory withany similar insurance carried by Lessor,whose insuranceshallbe considered excess insurance only. (b)Carriedby Lessor.LessorshallmaintainliabilityinsuranceasdescribedinParagraph8.2(a), inaddiƟon to,andnot inlieu of,theinsurance requiredto bemaintained by Lessee. Lessee shall not be named as an addiƟonalinsured therein. 8.3 Property Insurance­ Building,Improvements andRentalValue. (a)Building and Improvements.TheInsuring Party shall obtain and keep in force a policy or policies in thename ofLessor,with loss payable to Lessor, anyground­lessor, and to anyLender insuring lossor damageto thePremises. Theamount ofsuchinsurance shallbe equaltothe fullinsurable replacement cost of the Premises,as the sameshallexist from Ɵme to Ɵme,or theamount required by anyLender,butin no event morethan thecommercially reasonable and available insurable value thereof. LesseeOwnedAlteraƟons andUƟlity InstallaƟons, Trade Fixtures,andLessee's personalproperty shallbeinsured byLessee notbyLessor. If the coverage is available and commercially appropriate,such policy or policies shallinsure againstallrisks ofdirect physical loss or damage (except the perils of flood and/or earthquake unless required byaLender), including coverage fordebris removaland the enforcementof anyApplicable Requirements requiringtheupgrading, demoliƟon,reconstrucƟon or replacement ofanyporƟon ofthe Premises as the result of acovered loss. Said policyor policies shallalso contain an agreed valuaƟon provision in lieuof anycoinsurance clause, waiver of subrogaƟon, and inflaƟon guard protecƟon causing an increase in the annual property insurance coverage amount by afactor ofnot less than the adjusted U.S. Department ofLabor Consumer Price Index for All Urban Consumers for thecity nearest to wherethe Premises arelocated. If suchinsurance coverage has a deducƟble clause, thededucƟble amount shallnot exceed $ per occurrence, and Lesseeshallbe liablefor such deducƟble amount in the event ofan Insured Loss. (b)Rental Value.TheInsuring Party shall obtain and keep in force a policy or policies in thename ofLessor with loss payable to Lessor and anyLender, insuring the lossof thefull Rent forone yearwith anextended period ofindemnity foranaddiƟonal 180days ("RentalValueinsurance"). Said insuranceshall contain an agreed valuaƟon provision in lieu of anycoinsurance clause,and theamount of coverage shall beadjusted annually to reflect theprojected Rent otherwisepayable byLessee, forthe next12month period. Lesseeshall beliablefor anydeducƟble amountinthe eventof suchloss. (c)Adjacent Premises.IfthePremises are part of alarger building,or of agroup ofbuildings owned by Lessor which areadjacent to the Premises,the Lesseeshall payfor anyincrease in thepremiums forthe property insuranceofsuchbuildingorbuildingsifsaidincreaseiscausedbyLessee'sacts,omissions,use or occupancy of thePremises. 8.4 Lessee's Property;Business InterrupƟonInsurance; Worker'sCompensaƟonInsurance. (a)Property Damage.Lesseeshallobtain and maintain insurance coverage on allof Lessee's personal property,Trade Fixtures ,and Lessee Owned AlteraƟonsand UƟlityInstallaƟons. Suchinsurance shallbe fullreplacement costcoverage with adeducƟble ofnot to exceed peroccurrence.Theproceeds fromany such insurance shallbeused byLessee for the replacement ofpersonal property,Trade Fixture s and Lessee Owned AlteraƟons and UƟlityInstallaƟons. (b)BusinessInterrupƟon.Lesseeshallobtainandmaintainlossofincomeandextraexpenseinsurancein amountsaswill reimburse Lessee fordirect or indirect loss ofearnings aƩributable to all perils commonly insured against by prudent lessees in the business ofLessee or aƩributable to prevenƟon of access to the Premisesas aresult ofsuchperils. (c)Worker's CompensaƟon Insurance.Lesseeshallobtain and maintain Worker's CompensaƟon Insurancein such amount as mayberequired by Applicable Requirements. Such policyshallinclude a'Waiver ofSubrogaƟon' endorsement. Lessee shallprovide Lessorwitha copyof suchendorsement along with the cerƟficate ofinsurance or copy of the policy required by paragraph 8.5. (d)NoRepresentaƟon ofAdequate Coverage.LessormakesnorepresentaƟonthatthelimitsorformsofcoverageofinsurance specified herein are adequate to cover Lessee's property,business operaƟons or obligaƟons under this Lease. 8.5 Insurance Policies.Insurancerequiredhereinshallbebycompaniesmaintainingduringthepolicyterm a"GeneralPolicyholders RaƟng"of atleast A­,VII, as set forth in themost current issue of "Best's Insurance Guide",or such other raƟng as maybe required by aLender. Lesseeshall not do or permit to bedone anythingwhich invalidates the required insurance policies. Lessee shall,prior totheStart Date, deliver toLessorcerƟfied copies of policies ofsuch insurance or cerƟficates with copies of therequired endorsements evidencing the existence and amounts ofthe required insurance. No such policy shall be cancelable or subject to modificaƟon except aŌer 30 days prior wriƩen noƟce to Lessor. Lessee shall, atleast 10daysprior tothe expiraƟonofsuch policies,furnish Lessorwith evidenceof renewals or "insurancebinders"evidencing renewal thereof,or Lessor mayincrease his liabilityinsurance coverage and chargethecost thereofto Lessee,which amountshall bepayable byLesseeto Lessorupon demand. Such policies shallbeforatermofatleastoneyear,orthelengthoftheremainingtermofthisLease, whichever is less. Ifeither Party shall fail to procure and maintain the insurancerequired to becarried byit,theother Party may,but shallnot berequired to,procure andmaintain thesame. 8.6 Waive r of SubrogaƟon.Without affecƟng anyother rights or remedies,Lesseeand Lessor each hereby release and relieve the other,and waive their enƟre rightto recover damages againsttheother, forloss ofor damagetoits property arising outofor incidentto theperilsrequired tobe insured against herein. The effect of such releases and waivers is not limited bythe amount ofinsurance carried or required,or by anydeducƟbles applicable hereto. TheParƟes agree to have their respecƟve property damage insurance carrierswaive anyright tosubrogaƟon that such companies may have against Lessor or Lessee, as the case may be, so long as theinsurance is not invalidated thereby. 8.7 Indemnity.ExceptforLessor'sgrossnegligenceorwillfulmisconduct,Lesseeshallindemnify,protect,defendandholdharmlessthePremises,Lessorand its agents,Lessor's master or ground lessor,partners and Lenders,from and against any and all claims,loss of rents and/or damages,liens,judgments,penalƟes, aƩorneys' and consultants' fees, expenses and/or liabiliƟes arisingout of,involving, orinconnecƟon with,a Breachofthe Leaseby Lesseeand/orthe use and/or occupancy of thePremises and/or Project by Lessee and/or by Lessee's employees,contractors or invitees. IfanyacƟon or proceeding is brought against Lessor by reason of any of the foregoing maƩers, Lessee shall upon noƟce defend the same atLessee's expensebycounsel reasonably saƟsfactory toLessorand Lessorshall cooperate with Lesseein such defense. Lessor need not have first paid any such claim in order to bedefended or indemnified. 8.8 ExempƟon ofLessor andits AgentsfromLiability.NotwithstandingthenegligenceorbreachofthisLeasebyLessororitsagents, neitherLessornor its agents shall beliable under anycircumstances for: (i) injury or damage to the person or goods,wares,merchandise or other property ofLessee,Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises,whethersuch damageor injury iscaused byor resultsfromfire, steam,electricity, gas, water or rain,indoor air quality,the presence of mold or fromthebreakage,leakage,obstrucƟon or other defects ofpipes,firesprinklers,wires,appliances,plumbing, HVACor lighƟngfixtures, orfrom any othercause, whether the saidinjury or damage results fromcondiƟons arising uponthe Premisesorupon otherporƟons ofthe building of which the Premises area part,or fromother sources or places,(ii)any damages arising from anyact or neglect of anyother tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease inthe Project,or(iii) injuryto Lessee'sbusiness or forany lossof incomeorprofittherefrom. Instead,it is intended that Lessee's sole recourse in theevent ofsuch damages or injury beto file aclaim on theinsurance policy(ies)that Lesseeis required to maintainpursuant tothe provisions ofparagraph 8. 8.9 Failure to Provide Insurance.Lesseeacknowledgesthatanyfailureonitsparttoobtainormaintaintheinsurance required hereinwill expose Lessorto risks and potenƟally cause Lessor to incur costs not contemplated by this Lease,the extent of which willbe extremelydifficult to ascertain. Accordingly,for anymonth orporƟon thereof that Lesseedoesnot maintainthe required insurance and/or does not provide Lessor with the required binders or cerƟficates evidencing the existence of the required insurance,the Base Rent shall beautomaƟcally increased,without any requirement for noƟce to Lessee,byan amount equalto 10%of the then exisƟng BaseRent or$100,whichever isgreater. The parƟesagreethat suchincrease inBaseRent represents fair andreasonable compensaƟon for the addiƟonal risk/costs that Lessor willincur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shallin no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to maintainsuchinsurance,preventtheexerciseofanyoftheotherrightsandremedies granted hereunder,nor relieve Lessee of its obligaƟon to maintain theinsurance specified in this Lease. 9. Damageor DestrucƟon. 9.1 DefiniƟons. (a) "Premises ParƟalDamage"shallmeandamageordestrucƟontotheimprovementsonthePremises,otherthanLesseeOwnedAlteraƟonsandUƟlity InstallaƟons,which can reasonably be repaired in 6months or less from thedate ofthe damageor destrucƟon. Lessor shallnoƟfyLessee in wriƟng within 30 days fromthe dateof thedamageor destrucƟon as towhether ornotthe damage is ParƟalorTotal. (b) "PremisesTotal DestrucƟon"shallmean damageor destrucƟon to thePremises,other than Lessee Owned AlteraƟons and UƟlityInstallaƟons and Trade Fixtures, which cannot reasonably be repaired in 6 months or less fro mthedateofthedamageordestrucƟon. LessorshallnoƟfyLesseeinwriƟngwithin 30 days from thedate ofthedamage or destrucƟon as to whether or not thedamage is ParƟal or Total.              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 6of 12 (c) "Insured Loss"shallmean damage or destrucƟon to improvements on the Premises,other than LesseeOwned AlteraƟons and UƟlity InstallaƟons and Trade Fixtures, which was caused by an event required to be covered by the insurance described inParagraph8.3(a), irrespecƟveof anydeducƟble amounts or coverage limits involved. (d) "ReplacementCost"shallmeanthecosttorepairorrebuildtheimprovementsownedbyLessorattheƟmeoftheoccurrencetotheircondiƟon exisƟng immediately prior thereto,including demoliƟon,debris removal and upgrading required bythe operaƟon ofApplicable Requirements,and without deducƟon for depreciaƟon. (e) "Hazardous SubstanceCondiƟon"shallmean the occurrenceor discovery ofa condiƟon involving thepresence of,or acontaminaƟon by,a Hazardous Substance, in,on, orunder the Premiseswhich requires restoraƟon. 9.2 ParƟal Damage­ Insured Loss.IfaPremises ParƟal Damage that is an Insured Loss occurs,then Lessor shall,at Lessor's expense,repair such damage (but not Lessee's Trade Fixtures orLesseeOwned AlteraƟons and UƟlityInstallaƟons) as soon as reasonablypossible and thisLease shallconƟnue infull force andeffect; provided,however,that Lessee shall,at Lessor's elecƟon,make therepair ofanydamage or destrucƟon thetotalcost to repair ofwhich is or less,and,in such event,Lessor shall make anyapplicable insurance proceeds available to Lessee onareasonable basisfor thatpurpose. Notwithstanding the foregoing, ifthe required insurance was not in force or the insurance proceeds arenot sufficient to effect such repair,theInsuring Party shall promptly contribute the shortage in proceeds (exceptas tothe deducƟble which is Lessee'sresponsibility) asand when required to complete said repairs. Inthe event,however,such shortage was due to thefact that,by reason of theunique nature ofthe improvements,full replacement cost insurance coveragewas not commercially reasonable and available,Lessor shallhave noobligaƟon topay fortheshortage ininsurance proceeds or tofullyrestore the unique aspects of the Premises unless Lessee provides Lessor with thefundstocover same,or adequate assurance thereof,within 10 days following receipt of wriƩen noƟce of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said10day period,the partyresponsible formakingthe repairs shall complete themas soonas reasonably possibleandthisLease shallremain in full force and effect. If such funds or assuranceare not received,Lessor maynevertheless elect by wriƩen noƟce to Lesseewithin 10 days thereaŌer to: (i) make such restoraƟon and repairasiscommerciallyreasonablewithLessor payingany shortageinproceeds, inwhich casethisLease shallremain infull force and effect,or (ii) havethis Lease terminate 30 days thereaŌer. Lesseeshall not be enƟtled to reimbursement ofany funds contributed by Lesseeto repair any such damage or destrucƟon. PremisesParƟalDamage due to floodor earthquake shall be subject to Paragraph9.3,notwithstanding that there maybesome insurance coverage,but thenet proceeds ofany such insurance shall be madeavailablefor therepairs ifmadebyeither Party. 9.3 ParƟal Damage ­ Uninsured Loss.IfaPremisesParƟalDamagethatisnotanInsuredLossoccurs,unlesscaused bya negligentorwillful actof Lessee(in which event Lesseeshall maketherepairs at Lessee's expense),Lessor mayeither: (i)repair suchdamage as soon as reasonably possible at Lessor's expense,in which event this Leaseshall conƟnue in full forceand effect,or (ii)terminate this Leaseby giving wriƩen noƟce to Lessee within 30 days aŌer receipt by Lessor ofknowledge ofthe occurrence of suchdamage. SuchterminaƟon shallbe effecƟve60days following the date ofsuch noƟce. Intheevent Lessorelects toterminate thisLease, Lesseeshall have the right within 10 days aŌer receipt of theterminaƟon noƟce to give wriƩen noƟceto Lessor of Lessee's commitment to payfor therepair ofsuch damage without reimbursement from Lessor. Lessee shall provide Lessorwith saidfunds or saƟsfactoryassurance thereof within 30 days aŌer making such commitment. In such event this Lease shallconƟnue in full forceand effect,and Lessor shallproceed to makesuch repairs as soon as reasonably possible aŌer the required funds are available. If Lessee does not make the required commitment,this Leaseshall terminateasof thedate specifiedinthe terminaƟonnoƟce. 9.4 Tota l DestrucƟon.Notwithstanding any other provision hereof,ifa Premises Total DestrucƟo n occurs,this Leaseshallterminate 60 days following such DestrucƟon. Ifthe damageordestrucƟon wascaused bythe grossnegligence or willfulmisconduct ofLessee,Lessor shallhave therightto recoverLessor's damages fromLessee,except as provided in Paragraph 8.6. 9.5 Damage NearEnd ofTerm.IfatanyƟmeduringthelast6monthsofthisLeasethereisdamageforwhichthecost torepair exceeds onemonth's Base Rent,whether or not an Insured Loss,Lessor may terminate this LeaseeffecƟve60 days following thedateof occurrence of such damageby giving awriƩen terminaƟon noƟce to Lessee within 30 days aŌer the date of occurrence of suchdamage.Notwithstandingtheforegoing,ifLesseeatthatƟmehasanexercisable opƟon to extend this Leaseor to purchase the Premises,then Lesseemaypreserve this Lease by,(a)exercising such opƟon and (b)providing Lessor with anyshortage ininsurance proceeds (or adequate assurance thereof) needed to makethe repairs onor before the earlierof(i) thedate whichis10 daysaŌer Lessee's receipt of Lessor's wriƩen noƟce purporƟng to terminate this Lease,or (ii)the dayprior to thedate upon which such opƟon expires. If Lessee duly exercises such opƟon during suchperiod andprovides Lessorwithfunds (oradequate assurance thereof)tocoveranyshortageininsuranceproceeds,Lessorshall,atLessor'scommercially reasonable expense,repair such damageas soon as reasonably possible and this Leaseshall conƟnue in full force and effect. IfLesseefails to exercise such opƟon and provide such funds or assurance during such period, then this Lease shall terminateon thedate specifiedinthe terminaƟonnoƟce andLessee'sopƟon shallbe exƟnguished. 9.6 Abatement ofRent; Lessee'sRemedies. (a)Abatement.In theevent of Premises ParƟal Damage or Premises Total DestrucƟo n or aHazardousSubstanceCondiƟon for which Lesseeis not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediaƟon orrestoraƟon ofsuch damage shall be abated in proporƟon to thedegree to which Lessee's use of the Premises is impaired,but not to exceed theproceeds received from theRentalValue insurance. Allother obligaƟons of Lesseehereunder shallbeperformed byLessee, andLessor shallhaveno liabilityfor anysuch damage, destrucƟon, remediaƟon, repair orrestoraƟon except as provided herein. (b)Remedies.IfLessorisobligatedtorepairorrestorethePremisesanddoesnotcommence, inasubstanƟal and meaningful way,such repair or restoraƟon within 90 days aŌer such obligaƟon shallaccrue,Lesseemay,at anyƟme prior to thecommencement of such repair or restoraƟon,give wriƩen noƟce to Lessorand toany Lenders ofwhich Lesseehas actualnoƟce, ofLessee'selecƟon toterminate thisLeaseon adate notlessthan 60days following the givingofsuch noƟce. IfLessee gives such noƟce and such repair or restoraƟon is not commenced within 30 days thereaŌer,this Lease shallterminateas ofthe date specified in said noƟce. Ifthe repair orrestoraƟon iscommenced within such 30days, this Leaseshall conƟnue infull forceand effect. "Commence" shall mean eitherthe uncondiƟonal authorizaƟon ofthe preparaƟon ofthe required plans,or the beginning ofthe actualwork on thePremises,whichever first occurs. 9.7 TerminaƟon; Advance Payments .UponterminaƟonofthisLeasepursuanttoParagraph6.2(g)orParagraph9,anequitableadjustmentshallbemade concerning advance BaseRent and anyother advancepayments madeby Lesseeto Lessor. Lessor shall,in addiƟon,return to Lesseeso much ofLessee's Security Deposit as has not been, oris notthen required to be,used by Lessor. 10.Real Property Taxes . 10.1 DefiniƟon.Asusedherein,theterm"RealProperty Taxes"shallincludeanyformofassessment;realestate,general,special,ordinary orextraordinary, or rental levy or tax (other than inheritance,personalincome or estate taxes);improvement bond; and/or license feeimposed upon or levied against anylegal or equitable interest ofLessor inthePremises orthe Project,Lessor's righttootherincometherefrom,and/orLessor'sbusinessofleasing,byanyauthority having the direct or indirect power to tax and where the funds are generated with reference to the Building address. Real Property Taxes shallalso include any tax,fee,levy, assessmentor charge, or anyincrease therein: (i)imposed byreason ofeventsoccurring during the termofthis Lease,including but notlimited to,a change in the ownership of the Premises,and (ii)levied or assessed on machinery or equipment provided byLessorto Lesseepursuant to this Lease. 10.2 Payment of Taxes.InaddiƟontoBaseRent,LesseeshallpaytoLessoranamountequaltotheRealProperty Taxinstallment dueatleast 20days priorto the applicable delinquency date. Ifany such installment shallcover anyperiod of Ɵmeprior to or aŌer theexpiraƟon or terminaƟon of this Lease,Lessee's share of suchinstallment shallbe prorated. In theevent Lesseeincurs alatechargeonanyRentpayment,LessormayesƟmatethecurrentRealPropertyTaxes,and require that such taxes be paid in advance to Lessor byLessee monthlyin advance with the payment ofthe BaseRent. Such monthly payments shall bean amount equalto the amount ofthe esƟmatedinstallmentof taxesdivided bythe number ofmonths remaining before themonthin whichsaid installmentbecomesdelinquent. When the actual amount of theapplicable tax billis known,the amount ofsuch equalmonthly advancepayments shall beadjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insufficienttopaysuchRealPropertyTaxeswhendue,LesseeshallpayLessor,upondemand, such addiƟonal sum asis necessary. Advance paymentsmay beintermingled withothermoneys ofLessor andshallnot bearinterest. Inthe eventof aBreach by Lesseein the performance ofits obligaƟons under this Lease,then anysuch advancepayments may betreated by Lessor as an addiƟonal SecurityDeposit. 10.3 Joint Assessment. If thePremises arenotseparately assessed,Lessee's liabilityshallbe anequitable proporƟon ofthe RealProperty Taxesfor allofthe land and improvements included within thetax parcelassessed,such proporƟon to beconclusively determined by Lessor fromthe respecƟve valuaƟons assigned in the assessor's worksheets orsuch other informaƟon as maybe reasonably available. 10.4 Personal Property Taxes .Lesseeshallpay,prior to delinquency,all taxes assessed against and levied upon LesseeOwned AlteraƟons,UƟlity InstallaƟons, Trade Fixtures, furnishings, equipment and all personal property of Less ee. Whenpossible,Lessee shallcause itsLesseeOwned AlteraƟonsand UƟlityInstallaƟons, Trade Fixtures ,furnishings,equipment and allother personal property to be assessed and billed separatelyfrom therealproperty ofLessor. Ifany ofLessee's said property shall be assessed withLessor'sreal property, Lessee shallpay Lessorthetaxes aƩributableto Lessee'spropertywithin 10days aŌerreceiptof awriƩen statement seƫng forth the taxes applicable to Lessee's property. 11. UƟliƟes andServices.Lesseeshall payfor allwater, gas, heat,light, power,telephone, trashdisposal and otheruƟliƟes and servicessupplied tothe Premises, together with anytaxes thereon. If anysuch services are not separatelymetered or billed to Lessee,Lessee shallpay areasonableproporƟon,to be determined by Lessor,of allcharges jointlymetered or billed. Thereshall benoabatement ofrent andLessorshall notbe liableinany respectwhatsoever forthe inadequacy, stoppage,interrupƟon or disconƟnuance ofanyuƟlity or service due to riot,strike,labor dispute,breakdown,accident,repair or other cause beyond Lessor's reasonable control or in cooperaƟon with governmental request or direcƟons.              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 7of 12 Within fiŌeen days of Lessor’s wriƩen request,Lesseeagrees to deliver to Lessor such informaƟon,documents and/or authorizaƟon as Lessor needs in order for Lessorto complywith new orexisƟng Applicable Requirements relaƟngto commercialbuildingenergy usage, raƟngs,and/orthe reporƟngthereof. 12.Assignment and Subleƫng. 12.1 Lessor's ConsentRequired. (a) Lessee shallnot voluntarily or by operaƟon of law assign,transfer,mortgageor encumber (collecƟvely,"assign or assignment") or sublet allor any partof Lessee'sinterest inthisLease orin thePremises withoutLessor's prior wriƩenconsent. (b) Unless Lessee is acorporaƟon and its stock is publicly traded on anaƟonalstockexchange,achangein thecontrol ofLesseeshall consƟtute an assignmentrequiring consent. Thetransfer,on acumulaƟve basis,of 25%ormoreofthevoƟngcontrolofLesseeshallconsƟtuteachangeincontrolforthis purpose. (c) Theinvolvement ofLessee or its assets in any transacƟon,or series oftransacƟons (byway ofmerger,sale,acquisiƟon,financing,transfer,leveraged buy­out or otherwise), whether ornot a formalassignment orhypothecaƟon ofthisLease orLessee's assetsoccurs,which resultsor willresultin areducƟon ofthe Net Worth ofLessee byan amount greater than 25%of such Net Wort h as it was represented at theƟme oftheexecuƟon ofthis Leaseor at theƟme ofthe most recent assignment to which Lessor has consented, or as it exists immediately prior to said transacƟon ortransacƟons consƟtuƟng suchreducƟon, whichever was or is greater,shall beconsidered an assignment of this Lease to which Lessor maywithhold its consent. "Net Worth of Lessee"shallmean the net worth ofLessee (excluding any guarantors)established under generallyaccepted accounƟngprinciples. (d) An assignment or subleƫng without consent shall,at Lessor's opƟon,be a Default curable aŌer noƟce per Paragraph 13.1(d),or anoncurableBreach withoutthe necessityof anynoƟceand graceperiod. If Lessorelectsto treatsuch unapproved assignmentor subleƫng as anoncurable Breach, Lessormay either: (i) terminate this Lease,or (ii)upon 30 days wriƩen noƟce,increase themonthlyBase Rent to 110%ofthe BaseRent then in effect. Further,in the event ofsuch Breach andrental adjustment,(i) thepurchase price ofany opƟon to purchase thePremises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect,and (ii)allfixed and non­fixed rental adjustments scheduled during the remainder of theLeaseterm shallbe increased to 110% ofthe scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 byLessor shall belimited to compensatory damages and/or injuncƟve relief. (f) Lessor mayreasonably withhold consentto aproposed assignment orsubleƫng ifLesseeis inDefault atthe Ɵmeconsentis requested. (g) Notwithstanding theforegoing,allowing ademinimis porƟon ofthe Premises,ie.20 square feet or less,to beused by a third party vendor in connecƟon with the installaƟon of a vending machine or payphone shall not consƟtute a subleƫng. 12.2 Terms an d CondiƟonsApplicable toAssignment and Subleƫng. (a) Regardless ofLessor's consent,no assignment or subleƫng shall: (i)be effecƟve without the express wriƩen assumpƟon by such assigneeor sublessee of theobligaƟons ofLesseeunder thisLease, (ii)release LesseeofanyobligaƟonshereunder,or(iii)altertheprimaryliabilityofLessee forthe paymentof Rent or for the performance ofany other obligaƟons to be performed byLessee. (b) Lessormay acceptRent orperformance of Lessee'sobligaƟons from anyperson otherthan Lesseepending approval ordisapproval ofan assignment. Neither adelayin theapprovalor disapproval of such assignment nor theacceptance ofRent or performanceshall consƟtute a waiver or estoppel ofLessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subleƫng shallnot consƟtute a consent to any subsequent assignment or subleƫng. (d) Inthe eventof anyDefault or Breach by Lessee,Lessormay proceed directly againstLessee, anyGuarantors or anyoneelse responsible forthe performance of Lessee's obligaƟons under this Lease,including any assigneeor sublessee,without first exhausƟng Lessor's remedies against any other person or enƟtyresponsible therefor to Lessor,orany securityheld byLessor. (e) Each request for consent to an assignment or subleƫng shallbe in wriƟng,accompanied byinformaƟon relevant to Lessor's determinaƟon as to the financial and operaƟonal responsibility and appropriateness of theproposed assigneeor sublessee, including but notlimited totheintended useand/or required modificaƟon of thePremises,ifany,together with afeeof$500 as consideraƟon for Lessor's considering and processing said request. Lessee agrees to provide Lessor withsuch otheror addiƟonal informaƟonand/or documentaƟon as maybe reasonably requested. (See alsoParagraph 36) (f) Any assigneeof,or sublesseeunder,this Leaseshall,by reason ofaccepƟng such assignment,entering into such sublease,or entering into possession ofthe Premisesor anyporƟonthereof, bedeemed tohave assumedandagreed toconform andcomply with eachand everyterm,covenant, condiƟon and obligaƟon herein to be observed or performed by Lesseeduring theterm ofsaid assignment or sublease,other than such obligaƟons as arecontraryto or inconsistent with provisions of anassignment orsublease to which Lessor has specifically consented toin wriƟng. (g) Lessor's consent to anyassignment or subleƫng shall not transfer to theassignee or sublessee anyOpƟon granted to the originalLessee bythis Lease unless such transferis specifically consented to byLessor inwriƟng. (See Paragraph 39.2) 12.3 AddiƟonal Terms an d CondiƟons Applicableto Subleƫng.Thefollowing terms and condiƟons shall apply to anysubleƫng by Lesseeof allor anypart of the Premises and shall bedeemedincluded inall subleases under thisLease whether ornot expresslyincorporatedtherein: (a) Lessee hereby assigns and transfers to Lessor all ofLessee's interest in all Rent payable on anysublease,and Lessor maycollect such Rent and apply sametoward Lessee'sobligaƟons underthisLease; provided, however, thatunƟlaBreachshalloccurintheperformanceofLessee'sobligaƟons,Lesseemaycollect said Rent. In theevent that theamount collected by Lessor exceeds Lessee's then outstanding obligaƟons anysuch excess shall berefunded to Lessee. Lessor shall not,by reason of theforegoing or anyassignment ofsuch sublease,norby reasonof the collecƟonof Rent,be deemedliableto thesublessee forany failureofLessee to perform and comply with anyof Lessee's obligaƟons to such sublessee. Lessee hereby irrevocably authorizes and directs anysuch sublessee,upon receipt ofa wriƩennoƟce fromLessor staƟngthata Breachexists inthe performance ofLessee's obligaƟons under thisLease,to payto LessorallRent due and tobecome due under the sublease. Sublesseeshallrely upon any such noƟce from Lessor and shallpay allRents to Lessor without anyobligaƟon or right to inquire as to whether suchBreach exists,notwithstanding anyclaimfrom Lesseeto thecontrary. (b) In the event of aBreach by Lessee,Lessor may,at its opƟon,require sublessee to aƩorn toLessor,in which event Lessor shall undertake the obligaƟons of thesublessor under suchsublease from the Ɵmeof theexerciseofsaidopƟontotheexpiraƟonofsuchsublease;provided,however,Lessorshallnotbe liable for anyprepaid rents or security deposit paid by such sublessee to such sublessor or for anyprior Defaults or Breaches ofsuch sublessor. (c) AnymaƩer requiring the consent ofthe sublessor under asublease shall alsorequire theconsent ofLessor. (d) No sublessee shallfurther assign or sublet allor anypart of thePremises without Lessor's prior wriƩen consent. (e) Lessor shalldelivera copyof anynoƟce ofDefault or Breach by Lesseeto the sublessee,who shallhavethe rightto curethe DefaultofLessee within the grace period,if any,specified in such noƟce. The sublesseeshallhave aright ofreimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13.Default;Breach;Remedies. 13.1 Default; Breach.A"Default"isdefinedasafailurebytheLesseetocomplywithorperformanyoftheterms,covenants, condiƟons orRules and RegulaƟons under this Lease. A"Breach"is defined as the occurrence ofone or more ofthefollowing Defaults,and thefailureof Lesseeto curesuch Default within anyapplicable graceperiod: (a) The abandonment of thePremises;or thevacaƟng ofthe Premises without providing acommerciallyreasonablelevelofsecurity,or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimizepotenƟal vandalism. (b) Thefailure ofLessee tomakeany paymentof Rentorany SecurityDeposit required to be made by Lessee hereunder, whether to Lessor or to a third party,when due,to provide reasonable evidence ofinsurance or surety bond,or to fulfill any obligaƟon under this Leasewhich endangers or threatens lifeor property, where such failure conƟnues fora period of 3business days followingwriƩen noƟceto Lessee. THE ACCEPTANCEBY LESSOROFA PARTIALPAYMENT OF RENTOR SECURITYDEPOSIT SHALLNOTCONSTITUTE AWAIVER OFANY OFLESSOR'SRIGHTS, INCLUDINGLESSOR'S RIGHTTORECOVER POSSESSIONOF THE PREMISES. (c) Thefailure ofLessee toallowLessor and/orits agentsaccess tothePremises orthe commissionofwaste, actor actsconsƟtuƟng public orprivate nuisance,and/or an illegal acƟvityon the Premises by Lessee,where such acƟons conƟnue for aperiod of3 business days following wriƩen noƟce to Lessee. In the eventthat Lessee commits waste, anuisance oran illegalacƟvity asecond Ɵme then,the Lessormayelect totreat suchconduct as anon­curable Breach rather than a Default. (d) Thefailure byLessee toprovide (i) reasonable wriƩen evidence ofcompliance withApplicable Requirements,(ii) theservicecontracts, (iii)the rescission of an unauthorized assignment or subleƫng,(iv)an Estoppel CerƟficate or financial statements,(v)a requested subordinaƟon,(vi) evidenceconcerning any guarantyand/or Guarantor, (vii) anydocumentrequested under Paragraph 42,(viii) materialsafetydata sheets(MSDS), or(ix)any other documentaƟon or informaƟon which Lessor may reasonablyrequire of Lesseeunder theterms ofthis Lease,whereany such failure conƟnues for aperiod of10 days following wriƩen noƟce to Lessee. (e) A Default by Lessee as to theterms,covenants,condiƟons or provisions of this Lease,or ofthe rules adopted under Paragraph 40 hereof,other than thosedescribed insubparagraphs 13.1(a),(b),(c) or(d), above,where such Default conƟnues fora periodof30 days aŌer wriƩen noƟce; provided, however, that if the nature ofLessee's Default is such that more than 30 days arereasonably required for its cure,then it shall not be deemed to be aBreach ifLesseecommences suchcure withinsaid 30dayperiod andthereaŌer diligentlyprosecutes suchcureto compleƟon.              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 8of 12 (f) The occurrence ofany ofthe following events: (i)the making ofany generalarrangement or assignment for thebenefit ofcreditors; (ii)becoming a "debtor"as definedin 11U.S.C.§ 101or anysuccessor statute thereto (unless, inthecaseofapeƟƟonfiledagainstLessee,thesameisdismissedwithin60days);(iii) the appointment ofa trustee or receiver to take possession of substanƟallyallof Lessee's assets located at the Premises or ofLessee's interest in this Lease,where possession is notrestored toLesseewithin 30days; or(iv) theaƩachment,execuƟon or other judicial seizure of substanƟally all of Lessee's assets locatedat the Premises or ofLessee's interest in this Lease,where such seizure is not discharged within 30 days;provided,however,in the event that any provision of this subparagraph is contraryto anyapplicable law, suchprovision shallbe of noforce oreffect, and not affect thevalidity oftheremaining provisions. (g) The discovery that anyfinancial statement ofLessee or of anyGuarantor given to Lessor was materiallyfalse. (h) Ifthe performance of Lessee'sobligaƟons under thisLease isguaranteed: (i)the deathof aGuarantor,(ii) theterminaƟon ofaGuarantor's liability with respect to this Leaseother than in accordance with the terms ofsuch guaranty,(iii) aGuarantor's becoming insolvent or thesubject of abankruptcy filing,(iv) a Guarantor'srefusal tohonor theguaranty,or (v)a Guarantor'sbreach ofitsguaranty obligaƟonon ananƟcipatorybasis, andLessee's failure,within60 daysfollowing wriƩen noƟce ofany such event,to providewriƩen alternaƟveassurance or security,which,when coupled with thethen exisƟng resources ofLessee,equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the Ɵme of execuƟon of this Lease. 13.2 Remedies.IfLesseefails to perform anyof its affirmaƟve duƟes or obligaƟons,within 10 days aŌer wriƩen noƟce(or in case ofan emergency,without noƟce), Lessor may, at itsopƟon, perform such duty orobligaƟon onLessee'sbehalf,includingbutnotlimitedtotheobtainingofreasonablyrequiredbonds, insurance policies,or governmental licenses,permits or approvals. Lesseeshall payto Lessor an amount equal to 115% ofthe costs and expenses incurred by Lessor insuch performance upon receiptofan invoicetherefor. In theeventof aBreach, Lessormay,with orwithout further noƟceor demand, and withoutlimiƟng Lessor in the exerciseof anyright or remedy which Lessor may havebyreason ofsuch Breach: (a) Terminate Lessee'sright to possessionof thePremises byany lawfulmeans,in whichcase thisLeaseshall terminate and Lesseeshallimmediately surrender possession to Lessor. In such event Lessor shallbe enƟtled to recover fromLessee: (i)the unpaid Rent which had been earned at theƟme ofterminaƟon; (ii)the worthat the Ɵmeof award of theamount bywhich the unpaid rent which wouldhave beenearned aŌerterminaƟon unƟl theƟme ofaward exceeds the amount of such rental loss that the Lesseeproves could have been reasonably avoided; (iii) the worth at the Ɵmeof award ofthe amount by which the unpaid rent for the balance ofthe termaŌer the Ɵmeof award exceeds theamountof such rentallossthattheLesseeprovescouldbereasonablyavoided;and(iv)anyotheramount necessary to compensate Lessor for allthe detriment proximately caused by theLessee's failure to perform its obligaƟons under this Lease or which in theordinary course of things would be likely to result therefrom, including but not limitedto thecost ofrecoveringpossession ofthe Premises,expenses of releƫng,including necessary renovaƟon and alteraƟon ofthePremises,reasonable aƩorneys'fees,and that porƟon of anyleasing commission paid by Lessor in connecƟon with this Leaseapplicable to the unexpired term of this Lease. The worth at the Ɵmeof award ofthe amount referred to in provision (iii)of theimmediately preceding sentenceshall becomputed bydiscounƟng such amountat thediscount rateoftheFederalReserveBankoftheDistrictwithinwhichthePremisesarelocated atthe Ɵmeof award plus onepercent. Efforts by Lessor to miƟgatedamages caused by Lessee's Breach ofthis Leaseshall not waive Lessor's right to recover any damages to whichLessor isotherwise enƟtled. If terminaƟonof thisLease isobtained through theprovisional remedy ofunlawful detainer, Lessor shallhavetherighttorecover in such proceeding any unpaid Rent and damages as arerecoverable therein,or Lessor mayreserve theright to recover all or anypart thereofin aseparatesuit.Ifa noƟceand graceperiod required under Paragraph 13.1was not previously given, anoƟce to pay rentor quit, or to perform or quit givento Lesseeunder theunlawful detainer statute shall also consƟtute the noƟce required by Paragraph 13.1. In such case,the applicable graceperiod required by Paragraph 13.1and theunlawful detainer statute shallrun concurrently, and the failure of Lesseeto cure theDefault withinthe greaterofthe twosuch graceperiodsshall consƟtutebothanunlawful detainer and aBreach ofthis Lease enƟtling Lessor to the remedies provided for in this Leaseand/or by said statute. (b) ConƟnuethe Leaseand Lessee'srightto possessionand recovertheRent as it becomes due, inwhich event Lesseemay sublet orassign, subject only to reasonable limitaƟons. Acts ofmaintenance,efforts to relet,and/or theappointment of areceiver to protect the Lessor's interests,shallnot consƟtute a terminaƟon of the Lessee's right to possession. (c) Pursue any other remedy now or hereaŌer available under thelaws or judicialdecisions ofthe statewherein the Premises are located. The expiraƟon orterminaƟon ofthis Leaseand/or the terminaƟonof Lessee'sright topossessionshall notrelieve Lesseefromliability under any indemnity provisions of thisLease as to maƩers occurring or accruing during theterm hereof or byreason of Lessee's occupancy ofthe Premises. 13.3 Inducement Recapture.Any agreementfor free orabated rentor othercharges, the costof tenantimprovements for Lesseepaid foror performed by Lessor,or for the giving or paying by Lessor to or for Lesseeof anycash or other bonus,inducement or consideraƟon for Lessee's entering into this Lease,allofwhich concessions are hereinaŌer referred to as "Inducement Provisions,"shall bedeemed condiƟoned uponLessee's full and faithful performance of allof theterms, covenants and condiƟons of this Lease. Upon Breach ofthis LeasebyLessee,anysuch Inducement Provision shall automaƟcally be deemed deleted from this Lease andof nofurther forceoreffect, and any rent,other charge, bonus, inducement orconsideraƟon theretofore abated, given orpaid byLessorunder such an Inducement Provision shallbe immediatelydueand payable by Lesseeto Lessor,notwithstanding any subsequent cure ofsaid Breach byLessee. Theacceptance by Lessorof rentor the cure of the Breach whichiniƟated theoperaƟonof thisparagraph shallnotbe deemeda waiverbyLessor ofthe provisions of thisparagraph unless specifically so stated in wriƟng by Lessor at theƟme ofsuch acceptance. 13.4 Late Charges.LesseeherebyacknowledgesthatlatepaymentbyLesseeofRentwillcauseLessor toincurcosts notcontemplated bythis Lease,theexact amount of which will beextremelydifficult to ascertain. Such costs include,but arenot limited to,processing and accounƟng charges,and late charges which maybe imposed upon Lessorby anyLender. Accordingly, if anyRent shallnotbe receivedby Lessorwithin5 days aŌer suchamountshall bedue, then,without any requirement for noƟce to Lessee,Lesseeshall immediately pay to Lessor aone­Ɵmelatechargeequal to 10%of each such overdue amount or $100,whichever is greater. TheParƟes hereby agreethat suchlate charge represents afairandreasonableesƟmateofthecostsLessorwillincurbyreasonofsuchlatepayment. Acceptance of such late chargebyLessor shallin no event consƟtute a waiver ofLessee's Default orBreach with respect to such overdue amount,nor prevent the exercise of any of the other rights and remedies granted hereunder. In the eventthat alatecharge is payable hereunder, whether or not collected, for 3consecuƟve installments of BaseRent,then notwithstanding any provision of this Lease to the contrary,BaseRent shall,at Lessor's opƟon,become due and payable quarterly in advance. 13.5 Interest.Anymonetarypayment due Lessor hereunder,other than late charges,not received byLessor,when due shall bear interest fromthe 31st day aŌer it was due. The interest ("Interest")charged shall be computed atthe rateof 10%perannum but shall not exceed the maximumrate allowedby law. Interest is payable in addiƟon to thepotenƟallate charge provided for in Paragraph 13.4. 13.6 Breach byLessor. (a)NoƟce of Breach.Lessor shall not be deemed in breach ofthis Leaseunless Lessor fails within areasonable Ɵmeto perform an obligaƟon required to beperformed byLessor. Forpurposes ofthis Paragraph, a reasonable Ɵmeshall inno eventbeless than30 daysaŌerreceipt byLessor, andany Lenderwhosename and address shallhave been furnished to Lesseein wriƟng for such purpose,of wriƩen noƟce specifying wherein such obligaƟon of Lessor has not been performed; provided, however, that if the nature of Lessor's obligaƟon issuch thatmore than 30 days are reasonably required for its performance, then Lessor shallnot bein breach if performance is commenced within such 30 day period and thereaŌer diligentlypursued to compleƟon. (b)Performanceby Lesseeon BehalfofLessor.IntheeventthatneitherLessornorLendercuressaidbreachwithin30daysaŌerreceiptofsaidnoƟce, or if having commenced said curethey do not diligentlypursue it to compleƟon,then Lessee mayelect to cure said breach at Lessee's expense and offset from Rent the actual andreasonable costtoperform suchcure, provided, however, that such offset shall not exceed an amount equal to the greater of one month's BaseRent or the Security Deposit,reserving Lessee's right to seekreimbursement fromLessor for anysuch expensein excess ofsuch offset. Lesseeshalldocument thecost ofsaid cure and supply said documentaƟon toLessor. 14.CondemnaƟon.If the Premises or anyporƟon thereof aretaken under the power of eminent domain or sold under thethreat of theexercise ofsaid power (collecƟvely"CondemnaƟon"), this Lease shallterminate as tothe part taken as ofthe date the condemning authority takes Ɵtleor possession, whichever first occurs. Ifmore than 10% oftheBuilding, ormore than 25% ofthatporƟon ofthe Premisesnotoccupied byany building, istaken byCondemnaƟon, Lesseemay, atLessee's opƟon,to beexercised in wriƟng within 10 days aŌer Lessor shallhavegiven LesseewriƩen noƟceofsuch taking (or in theabsence ofsuch noƟce,within 10 days aŌer the condemning authority shall have taken possession) terminate thisLeaseasofthedatethecondemningauthoritytakessuchpossession. IfLessee doesnot terminate this Leasein accordance with the foregoing,this Leaseshall remain in full force and effect as to theporƟon ofthePremises remaining,except that the Base Rent shall be reduced in proporƟon to the reducƟon in uƟlity of the Premises caused by such CondemnaƟon. CondemnaƟon awards and/or payments shall be the property of Lessor,whether such award shall bemade as compensaƟon for diminuƟon in valueof theleasehold,the valueof thepart taken,or for severance damages; provided, however,that Lessee shallbe enƟtledto anycompensaƟon paidbythe condemnorfor Lessee'srelocaƟonexpenses, lossof business goodwill and/or Trade Fixtures ,without regard to whether or not this Lease is terminated pursuant to the provisions ofthis Paragraph. All AlteraƟons and UƟlityInstallaƟons madeto the Premises byLessee,for purposes of CondemnaƟon only, shallbeconsidered theproperty oftheLessee andLessee shallbeenƟtled toany andall compensaƟon which is payable therefor. In theevent that this Leaseis not terminated by reason ofthe CondemnaƟon,Lessor shallrepair any damageto the Premises caused bysuch CondemnaƟon. 15.Brokerage Fees. 15.1 AddiƟonal Commission.InaddiƟontothepaymentsowedpursuanttoParagraph1.9above,Lessoragrees that: (a) if Lessee exercises any OpƟon, (b) if Lesseeor anyoneaffiliated with Lesseeacquires anyrights to the Premises or other premises owned byLessor and located within thesameProject,ifany,within whichthe Premisesis located,(c)if Lesseeremains inpossession ofthePremises, withthe consentofLessor, aŌerthe expiraƟonofthis Lease,or (d)if BaseRentis              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page 9of 12 increased,whether byagreement or operaƟon of an escalaƟon clauseherein,then,Lessor shall payBrokers afeein accordance with thefeeschedule ofthe Brokers in effectat the Ɵme the Lease was executed. The provisions ofthis paragraph areintendedtosupersedetheprovisionsofanyearlieragreementtothecontrary. 15.2 AssumpƟon of ObligaƟons.Anybuyer or transferee of Lessor's interest in this Lease shallbe deemed to have assumed Lessor's obligaƟon hereunder. Brokersshall bethird partybeneficiariesof theprovisions ofParagraphs 1.9,15,22 and31. IfLessor failsto paytoBrokers anyamounts dueas andfor brokerage fees pertaining to this Lease when due,then such amounts shallaccrue Interest. In addiƟon,if Lessorfails to payany amounts to Lessee's Broker when due,Lessee's Brokermay sendwriƩen noƟcetoLessor andLessee ofsuch failureandif Lessorfails topaysuch amountswithin 10daysaŌer saidnoƟce, Lesseeshall pay said monies to its Broker and offset such amounts against Rent. In addiƟon,Lessee's Broker shall bedeemed to be a third partybeneficiary ofany commission agreement enteredinto byand/or betweenLessorand Lessor'sBroker forthe limitedpurpose of collecƟng any brokeragefeeowed. 15.3 RepresentaƟons and IndemniƟesof Broker RelaƟonships.Lesseeand Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker, agent orfinder (other than the Brokers and Agents,ifany) in connecƟon with this Lease, and that no one other than said named Brokers and Agents is enƟtled to anycommission or finder's fee in connecƟon herewith. Lessee and Lessor do each hereby agreeto indemnify,protect,defend and hold theother harmlessfrom andagainst liabilityforcompensaƟon orcharges whichmay beclaimedbyanysuchunnamedbroker,finderorothersimilarpartybyreasonof any dealings or acƟons of theindemnifying Party,including any costs,expenses,aƩorneys'fees reasonably incurred with respect thereto. 16. Estoppel CerƟficates. (a) Each Party (as "Responding Party")shall within 10 days aŌer wriƩen noƟce from theother Party (the "RequesƟng Party")execute,acknowledge and deliver to the RequesƟng Party astatement inwriƟng inform similarto the then most current"EstoppelCerƟficate"formpublishedBYAIRCRE,plussuchaddiƟonal informaƟon,confirmaƟon and/or statements as maybe reasonably requested bythe RequesƟng Party. (b) Ifthe Responding Party shall failto execute or deliver theEstoppel CerƟficatewithin such10 dayperiod,the RequesƟng Party mayexecutean Estoppel CerƟficate staƟng that: (i)theLease is in full force and effect without modificaƟon except as maybe represented by theRequesƟng Party,(ii)there areno uncured defaults inthe RequesƟng Party's performance, and(iii) ifLessoristheRequesƟngParty,notmorethanonemonth'srenthasbeenpaidinadvance. ProspecƟve purchasers and encumbrancers mayrelyupon theRequesƟng Party's Estoppel CerƟficate,and the Responding Party shall be estopped from denying the truthof thefacts contained insaid CerƟficate. InaddiƟon, Lesseeacknowledges that anyfailure onitspart to provide suchanEstoppel CerƟficatewillexposeLessor to risks and potenƟally cause Lessor to incur costs not contemplated bythis Lease,theextent ofwhich will beextremely difficult to ascertain. Accordingly,should the Lesseefail toexecute and/ordelivera requested Estoppel CerƟficatein aƟmelyfashion themonthly BaseRentshall beautomaƟcally increased, without any requirement for noƟce to Lessee,by an amount equal to 10% ofthethen exisƟng Base Rent or $100,whichever is greater for remainder ofthe Lease. TheParƟes agree that such increase in BaseRent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason ofLessee's failure to provide the Estoppel CerƟficate. Such increase in Base Rentshall innoeventconsƟtuteawaiverofLessee'sDefaultorBreachwithrespecttothefailure to provide the Estoppel CerƟficate nor prevent theexercise ofany ofthe other rights and remedies granted hereunder. (c) IfLessor desires to finance, refinance, or sellthe Premises,or anypart thereof, Lesseeand allGuarantorsshall within10 daysaŌer wriƩen noƟce fromLessor deliver to anypotenƟallender or purchaser designated by Lessor such financial statements as maybereasonably required by such lender or purchaser, including but not limited to Lessee'sfinancial statements for thepast 3years. Allsuch financialstatementsshall bereceived byLessorand suchlender orpurchaser in confidence and shallbe used onlyfor thepurposes herein set forth. 17. DefiniƟon ofLessor.Theterm "Lessor"asusedhereinshallmeantheownerorownersattheƟmeinquesƟonofthefeeƟtle tothePremises, or,if thisis a sublease,of theLessee's interest in the prior lease. In theevent of atransfer ofLessor's Ɵtle or interest in thePremises or this Lease,Lessor shalldeliver to the transferee or assignee(in cashorby credit) any unused Security Depositheldby Lessor. Uponsuchtransfer orassignment anddelivery of theSecurityDeposit,as aforesaid,the prior Lessor shallberelieved ofall liabilitywith respect to the obligaƟons and/or covenants under this LeasethereaŌer to beperformed bythe Lessor. Subjectto theforegoing, theobligaƟons and/or covenants in thisLease to beperformed bythe Lessorshallbe binding only upon theLessor ashereinabove defined. 18.Severability.The invalidityofany provision of this Lease,as determined by acourt ofcompetent jurisdicƟon,shallin no way affect thevalidity ofanyother provision hereof. 19.Days.Unless otherwisespecificallyindicated to the contrary,theword "days"as used in thisLeaseshall mean and refer to calendar days. 20. LimitaƟon onLiability.TheobligaƟons ofLessor underthisLease shallnot consƟtute personal obligaƟons ofLessor, orits partners, members,directors, officers or shareholders,and Lessee shalllookto thePremises,and to no other assets ofLessor,for thesaƟsfacƟon ofany liabilityofLessor with respect to this Lease,and shallnot seekrecourse againstLessor'spartners, members,directors, officersor shareholders, orany oftheir personalassetsfor suchsaƟsfacƟon. 21.Time of Essence.Timeis ofthe essencewith respect to the performance of allobligaƟons to beperformed or observed by theParƟes under this Lease. 22. No Prioror OtherAgreements;Broker Disclaimer.ThisLeasecontainsallagreementsbetweentheParƟeswithrespecttoanymaƩermenƟonedherein, andno other prior or contemporaneous agreement or understanding shallbe effecƟve. Lessor and Lessee eachrepresents and warrants to theBrokers that it has made,and isrelying solelyupon, itsowninvesƟgaƟon asto thenature, quality, characterand financialresponsibility oftheother Partyto thisLeaseand asto theuse, nature, quality and character of thePremises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereofby either Party. 23. NoƟces. 23.1 NoƟce Requirements.AllnoƟces required or permiƩed by this Lease or applicable law shallbe in wriƟng and maybe delivered in person (byhand or by courier) or may be sent by regular, cerƟfied or registered mail or U.S. PostalServiceExpressMail,withpostageprepaid,orbyfacsimiletransmission, orby email,and shallbe deemed sufficiently given ifserved in amanner specified in this Paragraph 23. Theaddresses noted adjacent to aParty's signature on this Leaseshall bethat Party's address for delivery or mailing of noƟces. Either Party may by wriƩen noƟceto theotherspecify adifferent address fornoƟce, exceptthat upon Lessee's taking possession ofthe Premises,thePremises shallconsƟtute Lessee's address for noƟce. Acopy ofallnoƟces to Lessor shallbeconcurrently transmiƩed to such party or parƟesat such addresses as Lessormay fromƟme to ƟmehereaŌer designatein wriƟng. 23.2 Date of NoƟce.AnynoƟcesent byregistered or cerƟfied mail,return receipt requested,shall bedeemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mailthe noƟceshall bedeemedgiven 72hours aŌer the sameisaddressed as required herein and mailed with postage prepaid. NoƟces delivered by United States Express Mailor overnight courier that guarantees next day delivery shall be deemed given 24hours aŌerdelivery of the same to the PostalServiceor courier. NoƟcesdeliveredby hand, or transmiƩedbyfacsimile transmissionor by email shallbe deemed delivered upon actualreceipt. If noƟceis received on aSaturday,Sunday or legalholiday,it shall bedeemed received on the next business day. 23.3 OpƟons.Notwithstanding theforegoing, inorder toexercise anyOpƟons(see paragraph 39), the NoƟce must be sent by CerƟfied Mail (return receipt requested),Express Mail(signature required),courier (signature required) or someother methodologythat provides areceipt establishing thedate the noƟce was received by the Lessor. 24.Waivers. (a) No waiverby Lessorofthe Defaultor Breachof anyterm,covenant orcondiƟon hereofbyLessee, shallbe deemedawaiver ofany otherterm, covenant or condiƟon hereof,or ofany subsequent Default or Breach by Lesseeof the same or ofanyother term,covenant or condiƟon hereof. Lessor's consent to, orapproval of,any actshallnot bedeemed torender unnecessary theobtaining ofLessor's consentto,or approvalof, anysubsequent or similaract by Lessee, orbe construed as thebasis ofan estoppel to enforce theprovision or provisions of this Lease requiring such consent. (b) Theacceptance ofRent byLessorshall not be awaiver of anyDefault orBreach byLessee. Anypayment byLesseemay beaccepted byLessoron account of monies or damages due Lessor,notwithstanding any qualifying statements or condiƟons made byLessee in connecƟon therewith,which such statements and/or condiƟons shallbe ofnoforce oreffect whatsoever unless specificallyagreedto inwriƟng byLessorat orbefore theƟmeof depositof suchpayment. (c) THEPARTIES AGREETHAT THETERMSOF THISLEASE SHALLGOVERN WITHREGARDTO ALLMATTERS RELATEDTHERETO AND HEREBYWAIVE THE PROVISIONSOF ANYPRESENT ORFUTURESTATUTE TOTHE EXTENTTHAT SUCHSTATUTE IS INCONSISTENTWITH THISLEASE. 25. Disclosures RegardingThe Natureofa RealEstate AgencyRelaƟonship. (a) When entering into adiscussion with arealestateagent regarding arealestatetransacƟon,aLessor or Lesseeshould from theoutset understand whattype ofagency relaƟonship orrepresentaƟon ithas withthe agentoragents inthe transacƟon. Lessor andLessee acknowledgebeingadvised bythe Brokersin this transacƟon,as follows: (i)Lessor'sAgent.ALessor'sagentunderalisƟngagreementwiththeLessoractsastheagentfor the Lessor only. A Lessor's agent or subagent has the following affirmaƟve obligaƟons:To the Lessor:Afiduciarydutyofutmost care,integrity,honesty,and loyaltyin dealings with the Lessor.To the Lessee and theLessor:(a)Diligentexerciseofreasonableskillsandcareinperformanceoftheagent's duƟes. (b) Aduty ofhonestand fairdealing andgood faith. (c) Adutyto disclose all facts known to theagent materiallyaffecƟng thevalue or desirability of theproperty that arenot known to,or within the diligent aƩenƟon and observaƟonof, theParƟes. Anagent isnot obligatedto revealtoeither Partyany confidenƟalinformaƟonobtained from the otherPartywhich doesnot involve the affirmaƟve duƟes set forth above.              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page10 of 12 (ii)Lessee's Agent.An agent can agree to act as agent for theLesseeonly. In thesesituaƟons,the agent is not the Lessor's agent,even ifby agreementthe agentmay receivecompensaƟon for servicesrendered, eitherinfullorinpartfromtheLessor. AnagentacƟngonlyforaLesseehasthefollowing affirmaƟve obligaƟons.To the Lessee:Afiduciarydutyofutmostcare,integrity,honesty,andloyaltyin dealings with the Lessee.To the Lessee and the Lessor:(a) Diligentexercise ofreasonable skillsand care inperformance ofthe agent'sduƟes. (b)A dutyofhonest and fair dealing and good faith. (c)A duty todisclose allfacts known to theagent materiallyaffecƟng the valueor desirability of the property that arenot known to,or within the diligent aƩenƟon and observaƟon of,theParƟes. Anagent isnot obligated toreveal toeither Partyany confidenƟalinformaƟonobtained from the otherPartywhich doesnot involvetheaffirmaƟve duƟes set forth above. (iii)Agent RepresenƟngBothLessor andLessee.Arealestateagent,eitheracƟngdirectlyorthroughoneormoreassociatelicenses,canlegallybe the agent ofboth theLessor and theLessee in atransacƟon,but only with the knowledge and consent ofboth theLessor and theLessee. In adualagencysituaƟon, the agent has the following affirmaƟveobligaƟons toboth theLessor and theLessee: (a)A fiduciaryduty of utmostcare, integrity,honestyand loyaltyinthedealings with either Lessor or theLessee. (b)Other duƟes to theLessor and theLessee as stated above in subparagraphs (i)or (ii). In represenƟng both Lessor and Lessee,the agentmay not,without theexpress permission ofthe respecƟve Party, disclosetothe otherParty confidenƟalinformaƟon, including, but not limited to, facts relaƟng to either Lessee’s or Lessor’s financial posiƟon,moƟvaƟons,bargaining posiƟon,or other personalinformaƟon that may impact rent,including Lessor’s willingness to accepta rentless than thelisƟng rentor Lessee’swillingness topayrent greater than the rent offered. The above duƟes of the agent in a real estate transacƟon do not relieve a Lessor or Lesseefrom theresponsibility to protect their own interests. Lessor and Lesseeshould carefully read allagreements to assure that they adequately express theirunderstanding ofthe transacƟon. A realestate agentisa person qualified to advise about real estate. If legal or tax advice is desired, consult acompetent professional. Both Lessor and Lesseeshould strongly consider obtaining tax advice from a competent professional because thefederal and state tax consequences of atransacƟon can be complex and subject to change. (b) Brokers have no responsibility with respect to anydefault or breach hereof byeither Party. The ParƟes agree that no lawsuit or other legal proceeding involving anybreach ofduty, error oromission relaƟng to this Leasemay bebrought againstBrokermore thanone yearaŌerthe StartDate andthatthe liability(including court costs and aƩorneys'fees),ofany Broker with respect to any such lawsuit and/or legalproceeding shallnot exceed thefee received by such Brokerpursuant tothis Lease;provided, however, that the foregoing limitaƟon on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessorand Lesseeagree toidenƟfy to Brokersas "ConfidenƟal"any communicaƟon orinformaƟon givenBrokers thatisconsidered bysuch Partyto be confidenƟal. 26.No Right To Holdove r.Lesseehas no right to retain possession of thePremises or anypart thereof beyond theexpiraƟon or terminaƟon of this Lease. In the eventthat Lessee holds over, then the BaseRent shallbe increased to 150% oftheBaseRentapplicableimmediatelyprecedingtheexpiraƟonorterminaƟon. Holdover Base Rent shall becalculated on monthlybasis. Nothing contained herein shall beconstrued as consent by Lessor to anyholding over byLessee. 27. CumulaƟve Remedies.Noremedy or elecƟonhereunder shallbedeemed exclusive but shall,wherever possible,becumulaƟve withall otherremediesat lawor in equity. 28. Covenants andCondiƟons; ConstrucƟonofAgreement.All provisions ofthis Leaseto beobserved orperformedby Lesseeare bothcovenants and condiƟons. In construing this Lease,allheadings and Ɵtles are for the convenienceofthe ParƟes only and shallnot beconsidered apart of this Lease. Whenever required bythe context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by oneofthe ParƟes,but ratheraccording toitsfair meaning as awhole,as ifboth ParƟes had prepared it. 29. Binding Effect;Choice ofLaw.ThisLease shallbebinding uponthe ParƟes,their personal representaƟves, successors andassigns andbegoverned bythe laws ofthe State in which thePremises arelocated. Any liƟgaƟon between the ParƟes hereto concerningthis Lease shallbe iniƟated in the countyin which the Premises arelocated. Signatures tothis Lease accomplished by meansof electronic signature or similartechnology shallbe legal andbinding. 30.SubordinaƟon;AƩornment ;Non­Disturbance. 30.1 SubordinaƟon.ThisLeaseandanyOpƟongrantedherebyshallbesubjectandsubordinatetoanygroundlease,mortgage,deedoftrust,orother hypothecaƟon or securitydevice (collecƟvely,"Security Device"),now or hereaŌer placed upon thePremises,to any and alladvances madeon thesecuritythereof, andto allrenewals, modificaƟons, and extensions thereof. Lesseeagrees thattheholders ofany such SecurityDevices (inthis Leasetogether referred toas "Lender") shallhave no liability or obligaƟon to perform any ofthe obligaƟons ofLessor under this Lease. Any Lender may elect to have this Lease and/or any OpƟon granted hereby superior tothe lienofits Security Device bygiving wriƩennoƟcethereof toLessee, whereuponthisLease andsuch OpƟonsshallbe deemedprior to such SecurityDevice,notwithstanding the relaƟvedates of thedocumentaƟon or recordaƟon thereof. 30.2 AƩornment.IntheeventthatLessortransfersƟtletothePremises,orthePremisesareacquiredbyanotherupontheforeclosureorterminaƟonofa SecurityDevice to which this Leaseis subordinated (i) Lesseeshall,subject to the non­disturbanceprovisions ofParagraph 30.3,aƩorn to such new owner,and upon request, enter into a new lease, containing all of the terms and provisions of thisLease, withsuchnew ownerfor theremainder of theterm hereof,or, attheelecƟon ofthe new owner,this Leasewill automaƟcallybecome anew leasebetween Lessee and such new owner,and (ii)Lessor shallthereaŌer be relieved of anyfurther obligaƟons hereunder andsuch new owner shall assumeall ofLessor's obligaƟons, except that such new owner shall not: (a)be liable for any act or omissionof any prior lessor or with respect to events occurring prior to acquisiƟon ofownership; (b) besubject to anyoffsets or defenses which Lesseemight have against anyprior lessor, (c)be bound byprepayment ofmore than one month'srent,or (d)be liableforthe returnof anysecuritydeposit paidto anyprior lessorwhichwasnotpaidor credited to such new owner. 30.3 Non­Disturbance.WithrespecttoSecurityDevicesenteredintobyLessoraŌertheexecuƟonofthis Lease,Lessee'ssubordinaƟon ofthis Leaseshall be subject to receiving acommerciallyreasonablenon­disturbance agreement (a "Non­DisturbanceAgreement") fromtheLender which Non­Disturbance Agreement provides that Lessee'spossession ofthe Premises, and this Lease, including anyopƟonsto extendthe termhereof, will notbe disturbed solong asLessee isnot in Breach hereof and aƩorns to therecord owner of thePremises. Further,within 60 days aŌer theexecuƟon ofthis Lease,Lessor shall,ifrequested byLessee,use its commercially reasonable efforts to obtain aNon­Disturbance Agreement from theholder ofanypre­exisƟng SecurityDevice whichissecured bythe Premises. In the event that Lessor is unableto provide theNon­Disturbance Agreement within said 60 days,then Lessee may,at Lessee's opƟon,directly contact Lender and aƩempt to negoƟate for the execuƟon and delivery of a Non­Disturbance Agreement. 30.4 Self­ExecuƟng.Theagreements contained in this Paragraph 30 shallbe effecƟvewithout the execuƟon of anyfurther documents; provided,however,that, upon wriƩen request from Lessorora Lender in connecƟon with asale,financing orrefinancing ofthe Premises, Lesseeand Lessorshallexecute suchfurther wriƟngs as may bereasonably required to separately document any subordinaƟon,aƩornment and/or Non­DisturbanceAgreement provided for herein. 31. AƩorneys' Fees.IfanyParty orBroker bringsanacƟon orproceeding involvingthe Premises whetherfounded intort, contractorequity, orto declarerights hereunder,the Prevailing Party (as hereaŌer defined) in any such proceeding,acƟon,or appeal thereon,shall beenƟtled to reasonable aƩorneys'fees. Such fees may be awarded inthe samesuit or recovered in aseparate suit, whether or not such acƟonorproceeding ispursued todecisionor judgment. Theterm, "Prevailing Party"shallinclude,without limitaƟon,aPartyor Broker who substanƟally obtains or defeats therelief sought,as the casemay be,whether by compromise, seƩlement,judgment, orthe abandonment bythe otherParty orBroker ofits claim ordefense. TheaƩorneys' feesaward shallnotbe computed in accordance with anycourt fee schedule,but shallbe such as to fully reimburse allaƩorneys'fees reasonably incurred. In addiƟon,Lessor shallbeenƟtled to aƩorneys'fees,costs and expenses incurred in the preparaƟon andservice ofnoƟces ofDefault andconsultaƟons in connecƟontherewith, whetherornot alegal acƟonissubsequently commenced in connecƟon with such Default or resulƟng Breach (is areasonableminimumper occurrence for such services and consultaƟon). 32. Lessor's Access;Showing Premises;Repairs.Lessorand Lessor'sagentsshall have the rightto enterthePremises atany Ɵme,inthe caseof anemergency, and otherwise at reasonable Ɵmes aŌer reasonable prior noƟce for thepurpose ofshowing the sameto prospecƟve purchasers,lenders,or tenants,and making such alteraƟons,repairs, improvements or addiƟons tothe Premises as Lessormay deem necessary or desirable and the erecƟng, using and maintaining of uƟliƟes, services,pipes andconduits through thePremises and/orother premises aslongasthereisnomaterialadverseeffectonLessee'suseofthePremises.Allsuch acƟviƟes shall bewithout abatement ofrent or liability to Lessee. 33. AucƟons.Lessee shallnotconduct, norpermit tobeconducted, anyaucƟon uponthe PremiseswithoutLessor's priorwriƩen consent. Lessor shallnot be obligated to exercise any standard ofreasonableness in determining whether to permit an aucƟon. 34. Signs.Lessor mayplaceon the Premises ordinary "ForSale" signsat anyƟme andordinary "For Lease"signs during thelast 6months oftheterm hereof. Except for ordinary "for sublease"signs,Lesseeshall not place anysign upon the Premises without Lessor's prior wriƩen consent. All signs must comply with all Applicable Requirements. 35.TerminaƟon ;Merger.Unless specificallystated otherwisein wriƟng by Lessor,thevoluntary or other surrender ofthis Leaseby Lessee,themutual terminaƟon orcancellaƟon hereof, or aterminaƟonhereof byLessor forBreach byLessee,shall automaƟcallyterminate anysubleaseor lesserestate inthePremises; provided, however,that Lessor may elect to conƟnue anyone or all exisƟng subtenancies. Lessor's failure within 10 days following any such event to elect to thecontrary by              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page11 of 12 wriƩen noƟce to the holder ofany such lesser interest,shall consƟtute Lessor's elecƟon to havesuch event consƟtute the terminaƟon ofsuch interest. 36. Consents.All requests forconsent shallbe inwriƟng. Exceptas otherwise provided herein, wherever in thisLease theconsentof aParty isrequired to anact by or for theother Party,such consent shallnot beunreasonably withheld or delayed. Lessor's actualreasonable costs and expenses (including but not limited to architects', aƩorneys', engineers' and other consultants' fees) incurredin theconsideraƟon of,orresponse to,a requestbyLessee forany Lessor consent,including but not limited to consents to an assignment,asubleƫng or thepresence or use of aHazardous Substance,shallbe paid by Lessee upon receipt ofan invoiceand supporƟng documentaƟon therefor. Lessor'sconsentto anyact, assignmentorsubleƫngshallnotconsƟtuteanacknowledgmentthatnoDefaultorBreachbyLessee ofthis Leaseexists,nor shallsuch consent be deemed awaiver ofany then exisƟng Default or Breach,except as maybeotherwise specifically stated in wriƟng by Lessorat theƟme ofsuchconsent. The failureto specifyhereinany parƟcularcondiƟon toLessor'sconsent shallnot preclude theimposiƟon byLessor at the Ɵme of consent of such further or other condiƟons as are then reasonable with reference to the parƟcular maƩer for which consent is being given. In the event that either Party disagrees with any determinaƟon made by the other hereunder and reas onably requests the reasonsfor suchdeterminaƟon, the determining party shallfurnish its reasons in wriƟng and in reasonable detail within 10 business days following such request. 37. Guarantor. 37.1 ExecuƟon.TheGuarantors,ifany,shalleach execute a guaranty in theform most recently published BYAIR CRE,and each such Guarantor shallhave the sameobligaƟons asLessee under thisLease. 37.2 Default.Itshall consƟtute a Default ofthe Lesseeif anyGuarantor fails or refuses,upon request to provide: (a)evidence oftheexecuƟon ofthe guaranty, including the authority of thepartysigning onGuarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a cerƟfied copy of a resoluƟon of its board of directors authorizing themaking of such guaranty,(b) current financial statements,(c) an Estoppel CerƟficate,or (d) wriƩen confirmaƟon that theguaranty is sƟll in effect. 38.Quiet Possession.Subject to payment byLessee oftheRent and performance ofall ofthecovenants,condiƟons and provisions on Lessee's part to be observed andperformed under this Lease,Lesseeshall havequiet possession and quiet enjoymentof the Premises during the term hereof. 39.OpƟons.If Lesseeis granted anyOpƟon,as defined below,then the following provisions shallapply. 39.1 DefiniƟon."OpƟon"shallmean: (a)therighttoextendorreducethetermoforrenewthisLeaseor toextend orreduce the termof orrenew any lease that Lessee has on other property of Lessor;(b) theright offirst refusal or first offer to lease either the Premises or other property of Lessor;(c) theright to purchase, the right offirst offertopurchase orthe rightof firstrefusal to purchase thePremisesorotherpropertyofLessor. 39.2 OpƟons Personal To Origina l Lessee.AnyOpƟon granted to Lessee in this Lease is personal to theoriginal Lessee,and cannot be assigned or exercised by anyoneother than said originalLesseeand onlywhile theoriginal Lesseeis in fullpossession ofthePremises and,if requested byLessor,with Lessee cerƟfying that Lesseehas nointenƟon ofthereaŌer assigning orsubleƫng. 39.3 MulƟple OpƟons.In theevent that Lesseehas anymulƟple OpƟons to extend or renew this Lease,alater OpƟon cannot be exercised unless the prior OpƟonshave beenvalidly exercised. 39.4 Effect of Default on OpƟons. (a) Lessee shallhave norightto exercisean OpƟon: (i)during the periodcommencing withthegiving ofany noƟceofDefault andconƟnuing unƟlsaid Default is cured,(ii) during theperiod ofƟme anyRent is unpaid (without regard to whether noƟcethereof is given Lessee),(iii)during theƟme Lesseeis in Breach of thisLease, or(iv) intheevent thatLessee hasbeen given3or morenoƟces of separateDefault, whetheror nottheDefaults arecured, during the 12monthperiod immediatelypreceding theexercise oftheOpƟon. (b) Theperiod ofƟme withinwhichan OpƟonmay beexercisedshall notbe extended or enlarged byreason ofLessee's inability to exercise anOpƟon because of the provisions ofParagraph 39.4(a). (c) AnOpƟon shall terminate andbeof nofurther force or effect,notwithstanding Lessee's due and Ɵmelyexerciseof theOpƟon, if,aŌer such exercise and prior to the commencement ofthe extended term or compleƟon ofthepurchase,(i)Lessee fails to pay Rent for aperiod of 30 days aŌer such Rent becomes due (without any necessityof Lessortogive noƟcethereof), or(ii) ifLesseecommits aBreach ofthisLease. 40.MulƟple Buildings.IfthePremises area part ofa groupof buildings controlled byLessor,Lessee agrees that it willabide byand conform to all reasonable rules andregulaƟons which Lessor maymakefrom Ɵmeto Ɵmefor themanagement,safety, and care ofsaidproperƟes, including the careand cleanliness ofthe grounds and including theparking,loading and unloading ofvehicles,and to cause its employees,suppliers,shippers,customers,contractors and invitees to so abideand conform. Lessee also agrees to pay its fair share of common expenses incurred inconnecƟon withsuchrules andregulaƟons. 41.Security Measures.Lesseeherebyacknowledges that the Rent payable to Lessor hereunder does not include thecost ofguard serviceor other security measures, and thatLessor shall have no obligaƟon whatsoever to provide same. Lessee assumesall responsibility forthe protecƟon of thePremises,Lessee, its agents and invitees and their property from theacts ofthird parƟes. 42. ReservaƟons.Lessorreservestoitselftheright,fromƟmetoƟme,togrant,withouttheconsent or joinder of Lessee,such easements, rightsand dedicaƟons that Lessor deems necessary,and to cause the recordaƟon ofparcel maps and restricƟons,so long as such easements,rights,dedicaƟons,maps and restricƟons do not unreasonably interferewith theuseof thePremises byLessee. Lesseeagrees to sign anydocumentsreasonably requested by Lessorto effectuate anysuch easement rights,dedicaƟon,map or restricƟons. 43. Performance UnderProtest.Ifat anyƟme adispute shall ariseas toany amountorsum ofmoney tobepaid by one Partytothe otherunder theprovisions hereof,the Partyagainst whomtheobligaƟon to pay the money is asserted shall havethe right to make payment "under protest"and such payment shall not be regarded as a voluntary payment and there shall survive the right on the partofsaidPartytoinsƟtutesuitforrecoveryofsuchsum.Ifitshallbeadjudged that there was no legalobligaƟon on thepart ofsaid Party to paysuch sum or any part thereof,said Party shall be enƟtled to recover such sumor so much thereof as it was not legallyrequired topay. AParty whodoes notiniƟate suitforthe recovery ofsumspaid"underprotest"within6monthsshallbedeemedtohavewaiveditsrightto protest such payment. 44. Authority; MulƟpleParƟes; ExecuƟon. (a) If either Party hereto is acorporaƟon,trust,limited liability company,partnership,or similar enƟty,each individual execuƟng this Lease on behalf of suchenƟty representsand warrantsthathe orshe isduly authorizedtoexecute and deliver this Lease on itsbehalf. EachParty shall, within 30days aŌerrequest, deliver to theother Party saƟsfactory evidence of such authority. (b) Ifthis Leaseis executed bymore thanone personorenƟty as"Lessee", eachsuch personorenƟty shallbe jointlyandseverally liablehereunder. It is agreed that anyone ofthenamed Lessees shall beempowered to execute any amendment to this Lease,or other document ancillary thereto and bind all ofthe namedLessees, and Lessor may rely on the same asif allofthe namedLessees hadexecutedsuch document. (c) This Lease maybe executed bythe ParƟes in counterparts,each ofwhich shall bedeemed an originaland allof which together shall consƟtute one andthe sameinstrument. 45.Conflict.Any conflict between the printed provisions ofthis Lease and the typewriƩen or handwriƩen provisions shall becontrolled bythetypewriƩen or handwriƩen provisions. 46.Offer.PreparaƟon ofthis Lease byeither Party or their agent and submission of sameto the other Party shall not be deemed an offer to lease to the other Party. ThisLease isnotintended tobe binding unƟl executedanddelivered byall ParƟeshereto. 47.Amendments.This Leasemaybe modified only in wriƟng,signed bythe ParƟes in interest at the Ɵmeof themodificaƟon. As long as theydo not materially change Lessee's obligaƟons hereunder, Lesseeagreesto makesuch reasonable non­monetary modificaƟons to this Leaseas maybereasonably required byaLender in connecƟon with the obtaining ofnormal financing or refinancing of thePremises. 48. Waiver ofJury Trial. THE PARTIESHEREBY WAIVETHEIRRESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY ORARISING OUTOF THISAGREEMENT. 49. ArbitraƟon ofDisputes.AnAddendum requiring the ArbitraƟonofall disputes between theParƟes and/orBrokers arising out of this Lease is isnot aƩached to this Lease. 50. Accessibility; Americanswith DisabiliƟesAct. (a) The Premises: have not undergone an inspecƟon bya CerƟfiedAccess Specialist(CASp). Note:A CerƟfiedAccess Specialist(CASp) can inspect the subject premisesand              ________________ ________________ INITIALS INITIALS ©2019AIRCRE. AllRightsReserved.LastEdited:12/3/20205:02PM STN­27.30, Revised11­25­2019 Page12 of 12 determine whether thesubject premises comply with allof theapplicable construcƟon­related accessibilitystandards under state law. Although state law does not require a CASp inspecƟon of the subject premises, the commercial property owner orlessor maynot prohibit the lessee or tenant from obtaining a CASpinspecƟon of the subject premises for theoccupancy or potenƟaloccupancy ofthe lesseeor tenant,ifrequested bythelessee or tenant. The parƟes shall mutuallyagree on the arrangementsfor theƟme and manner of theCASp inspecƟon, the paymentofthefeefortheCASpinspecƟon,andthecostofmakinganyrepairsnecessaryto correct violaƟons ofconstrucƟon­related accessibilitystandards within thepremises. haveundergone an inspecƟon by aCerƟfied AccessSpecialist (CASp)and it wasdeterminedthatthePremisesmetallapplicableconstrucƟon­related accessibilitystandards pursuant to California CivilCode §55.51et seq. Lesseeacknowledges that itreceived acopyoftheinspecƟon report at least 48hours prior to execuƟng this Lease and agrees to keep such report confidenƟal. have undergone aninspecƟon byaCerƟfied Access Specialist (CASp)and itwasdeterminedthatthePremisesdidnotmeetallapplicableconstrucƟon­related accessibilitystandards pursuant to California CivilCode §55.51et seq.Lesseeacknowledges thatit receivedacopy ofthe inspecƟon reportat least48hourspriorto execuƟng this Leaseand agrees to keep such report confidenƟal except as necessary to complete repairs and correcƟons of violaƟons of construcƟon related accessibilitystandards. In the event that thePremises have been issued an inspecƟon report bya CASpthe Lessor shallprovide acopy ofthedisability access inspecƟon cerƟficateto Lessee within7 days of theexecuƟonof thisLease. (b) Sincecompliance with the Americans with DisabiliƟes Act (ADA) and other state and local accessibilitystatutes aredependent upon Lessee's specific use of the Premises, Lessormakes no warrantyor representaƟon as to whetherornotthePremisescomplywithADAoranysimilarlegislaƟon. Intheevent that Lessee's use ofthe Premises requires modificaƟons or addiƟons to the Premises in order to be in compliance with ADAor other accessibilitystatutes,Lesseeagrees to makeany suchnecessary modificaƟons and/oraddiƟons atLessee's expense. LESSOR AND LESSEEHAVE CAREFULLY READAND REVIEWEDTHIS LEASEAND EACHTERM AND PROVISION CONTAINED HEREIN, ANDBY THEEXECUTION OF THIS LEASESHOW THEIRINFORMED ANDVOLUNTARYCONSENT THERETO. THEPARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARECOMMERCIALLY REASONABLEANDEFFECTUATE THEINTENT ANDPURPOSE OF LESSOR AND LESSEEWITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKERAS TOTHELEGAL SUFFICIENCY,LEGAL EFFECT,ORTAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES.THE PARTIES AREURGED TO: 1. SEEKADVICE OFCOUNSELAS TOTHE LEGALANDTAX CONSEQUENCESOF THISLEASE. 2.RETAIN APPROPRIATE CONSULTANTSTOREVIEW ANDINVESTIGATE THECONDITION OF THE PREMISES.SAID INVESTIGATION SHOULDINCLUDE BUT NOT BE LIMITEDTO: THEPOSSIBLE PRESENCEOFHAZARDOUS SUBSTANCES,THE ZONINGOF THEPREMISES,THE STRUCTURALINTEGRITY, THECONDITIONOF THEROOF ANDOPERATING SYSTEMS, AND THESUITABILITY OF THE PREMISES FOR LESSEE'S INTENDEDUSE. WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONSOF THELEASEMAY NEEDTO BEREVISEDTO COMPLYWITH THE LAWS OF THE STATEIN WHICH THEPREMISES ARELOCATED. TheparƟes hereto have executed this Lease atthe placeand onthedates specifiedabove theirrespecƟvesignatures. Executedat: On: ByLESSOR: TRTP, Inc. By: NamePrinted:Tejinder Randhawa Title: Phone: Fax: Email: By: NamePrinted: Title: Phone: Fax: Email: Address: Federal ID No.: Executedat: On: ByLESSEE: Urban Leef, LLC By: NamePrinted:Kort Potter Title: Phone: Fax: Email:support@urbanleef.com By: NamePrinted: Title: Phone: Fax: Email: Address: Federal ID No.: BROKER Newmark Pearson Commercial AƩn:Craig Holdener Title:Senior Vice President Address:7480 N. Palm Avenue, Suite 101 Fresno, CA 93711 Phone:559.432.6200 Fax: Email:choldener@pearsonrealty.com Federal ID No.: BrokerDRE License#:00020875 AgentDRE License#:01904352 BROKER Newmark Pearson Commercial AƩn:Craig Holdener Title:Senior Vice President Address:7480 N. Palm Avenue, Suite 101 Fresno, CA 93711 Phone:559.432.6200 Fax: Email:choldener@pearsonrealty.com Federal ID No.: BrokerDRE License#:00020875 AgentDRE License#:01904352 AIR CRE * hƩps://www.aircre.com *213­687­8777 *contracts@aircre.com NOTICE: Nopart oftheseworks maybe reproduced in anyformwithout permissionin wriƟng.               MAIL FILED DOCUMENTS TO:CONFIRMATION NUMBER: NAME ADDRESS CITY/ST/ZIP THESE FEES APPLY AT THE TIME OF FILING (Provide a self-addressed, stamped envelope, if mailed) Filing fee $23.00 for one business name $7.00 for each additional business name $7.00 for each additional partner after two HUGH NGUYEN CLERK - RECORDER 601 N. Ross Street POST OFFICE BOX 238 Santa Ana, CA 92701 THIS STATEMENT WAS FILED WITH THE COUNTY CLERK-RECORDER ON THE DATE INDICATED BY FILESTAMP ABOVE FICTITIOUS BUSINESS NAME STATEMENT THE FOLLOWING PERSON(S) IS (ARE) DOING BUSINESS AS: 1.FICTITIOUS BUSINESS NAME(S) BUSINESS PHONE NO. (Optional) 1A.New Statement Refile Change 2.STREET ADDRESS, CITY & STATE OF PRINCIPAL PLACE OF BUSINESS (DO NOT USE P.O. BOX OR P.M.B.) CITY STATE ZIP CODE COUNTY 3.FULL NAME OF REGISTERED OWNER (IF CORPORATION, ENTER CORPORATION NAME)If Corporation / LLC State of Incorporation or organization RES. / CORP. ADDRESS (DO NOT USE A P.O. BOX OR P.M.B)CITY STATE ZIP CODE FULL NAME OF REGISTERED OWNER (IF CORPORATION, ENTER CORPORATION NAME)If Corporation / LLC State of Incorporation or organization RES. / CORP. ADDRESS (DO NOT USE A P.O. BOX OR P.M.B)CITY STATE ZIP CODE FULL NAME OF REGISTERED OWNER (IF CORPORATION, ENTER CORPORATION NAME)If Corporation / LLC State of Incorporation or organization RES. / CORP. ADDRESS (DO NOT USE A P.O. BOX OR P.M.B)CITY STATE ZIP CODE 4.HAVE YOU STARTED DOING BUSINESS YET? Yes No NOTICE - IN ACCORDANCE WITH SUBDIVISION (a) OF SECTION 17920, A FICTITIOUS NAME STATEMENT GENERALLY EXPIRES AT THE END OF FIVE YEARS FROM THE DATE ON WHICH IT WAS FILED IN THE OFFICE OF THE COUNTY CLERK, EXCEPT, AS PROVIDED IN SUBDIVISION (b) OF SECTION 17920, WHERE IT EXPIRES 40 DAYS AFTER ANY CHANGE IN THE FACTS SET FORTH IN THE STATEMENT PURSUANT TO SECTION 17913 OTHER THAN A CHANGE IN THE RESIDENCE ADDRESS OF A REGISTERED OWNER. A NEW FICTITIOUS BUSINESS NAME STATEMENT MUST BE FILED BEFORE THE EXPIRATION. THE FILING OF THIS STATEMENT DOES NOT OF ITSELF AUTHORIZE THE USE IN THIS STATE OF A FICTITIOUS BUSINESS NAME IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER FEDERAL, STATE, OR COMMON LAW (SEE SECTION 14411 ET SEQ., BUSINESS AND PROFESSIONS CODE). 5.THIS BUSINESS IS CONDUCTED BY: (Check One Only)A Trust A State Or Local Registered Domestic Partnership An Individual A Corporation A General Partnership A Limited  Partnership An Unincorporated  Association A Limited Liability Partnership Copartners A Married  Couple A Joint Venture A Limited Liability Company I declare that all information in this  statement is  true and correct. (A registrant who declares as true  any material matter pursuant to Section  17913  of the  Busine ss and  Professions Code that the  registrant knows to be  false is guilty of a misdemeanor punishable by a  fine not to exceed one thousand  dollars ($1,000).) REGISTRANT(S) NAME (Type or Print Name)Print Name and Title  of Office/Manager or General Partner REGISTRANT(S) SIGNATURE If corporation, also print corporate  title of officer. If LLC, also print title of officer  or  manager. FICTITIOUS BUSINESS NAME STATEMENT IFBN555502672URBAN LEEF LLC 101 N. BRAND BLVD., 11TH FLOOR GLENDALE, CA 91203 FLWR CO. 905 S. A. ST. SUITE 3 OXNARD CA 93030 Orange URBAN LEEF LLC 18627 BROOKHURST ST 195 CA FOUNTAIN VALLEY CA 92708 X X URBAN LEEF LLC KORT POTTER PRESIDENT X PLANNING AND DEVELOPMENT DEPARTMENT 2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director Fresno, California 93721-3604 (559) 621-8277 FAX (559) 498-1026 December 4, 2020 Please reply to: Rob Holt (559) 621-8056 Kortney Potter Urban Leef LLC 18267 Brookhurst St, Ste 195 Fountain Valley, CA 92708 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04421 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 311 NORTH ABBY STREET (APN 459-161-24) Thank you for your inquiry regarding the allowance of new cannabis retail uses. The requested information about cannabis retail uses was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed cannabis retail business on the subject property conveys the following: 1. All cannabis retail businesses must be located on property zoned DTN (Downtown Neighborhood), DTG (Downtown General), CMS (Commercial Main Street), CC (Commercial Community), CR (Commercial Regional), CG (Commercial General), CH (Commercial Highway), NMX (Neighborhood Mixed-Use), CMX (Corridor/Center Mixed- Use), RMX (Regional Mixed-Use), and must meet all of the requirements for development in these zones, including, but not limited to, parking, lighting, building materials, etc. The subject property is zoned CMX , which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CMX zone district are available in Sections 15-1103, 15-1104, and 15-1105 of the FMC. The subject location meets the zone district requirement, per Section 15-2739.B.1.a of the FMC, for a cannabis retail business. 2. All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (3) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; and, (4) A youth center that is in existence at the time a complete commercial cannabis business permit is submitted. Zoning Inquiry P20-04421 311 North Abby Street Page 2 December 4, 2020 The subject property is not located within 800 feet of the property boundary of any of the above-mentioned uses. The subject building meets the separation requirements, per Section 15-2739.B.1.b of the FMC, for a cannabis retail business. 3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15- 2739.N of the FMC. 4. No more than 2 cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than 2 per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 7. There are currently no cannabis retail businesses located in Council District 7. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. Cordially, Rob Holt, Planner III Development Services Division Planning and Development Department LLC-12 Secretary of State Statement of Information (Limited Liability Company) IMPORTANT — Read instructions before completing this form. Filing Fee – $20.00 Copy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.) 2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California) 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code CA _____________________ Date ____________________________________________________________ Type or Print Name of Person Completing the Form _________________________ Title __________________________________ Signature c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). 5. Manager(s) or Member(s) a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box City (no abbreviations) State CA Zip Code CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name Suffix b. Address City (no abbreviations) State Zip Code 9. The Information contained herein, including any attachments, is true and correct. Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: Company: Address: City/State/Zip: LLC-12 (REV 01/2017) 2017 California Secretary of State www.sos.ca.gov/business/be 19-D86077 FILED In the office of the Secretary of State of the State of California OCT 11, 2019 URBAN LEEF LLC 201925910494 CALIFORNIA 92708 CA 92708 92708 CA18627 Brookhurst St 195 Fountain Valley 18627 Brookhurst St 195 Fountain Valley 18627 Brookhurst St 195 Fountain Valley 18627 Brookhurst St 195 Fountain Valley 92708 LEGALZOOM.COM, INC. (C2967349) CA PotterKort Potter Fountain Valley Retail Kort 18627 Brookhurst St 195 CA 92708 10/11/2019 Kort Potter CEO Page 1 of 1 California Secretary of State Electronic Filing LLC Registration – Articles of Organization Entity Name: Entity (File) Number: File Date: Entity Type: Domestic LLC Jurisdiction: California Detailed Filing Information 1.Entity Name: 2.Business Addresses: a.Initial Street Address of Designated Office in California: b.Initial Mailing Address: .Agent for Service of Process: 4.Management Structure: 5.Purpose Statement: The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. Electronic Signature: The organizer affirms the information contained herein is true and correct. Organizer: Use bizfile.sos.ca.gov for online filings, searches, business records, and resources. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMI(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG GENERAL AGGREGATE PERSONAL & ADV INJURY MED EXP (Any one person) EACH OCCURRENCE DAMAGE TO RENTEDPREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 07/28/2020 Socals Best Insurance Services, Inc 5015 W Ave L14 No 4 Quartz Hill CA 93536 Manuel Cuaron (661) 943-7777 (661) 943-8877 manuel@OGcannabisinsurance.com Urban Leef, LLC 905 S A Street Suite 3 Oxnard CA 93030 USLI A 08/20/2020 02/20/2021