Loading...
HomeMy WebLinkAboutC-20-111 Emjay RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-111 Submitted On: Dec 04, 2020 Applicant Christopher Ducar chris@inceptioncos.com Applicant (Entity) Name: PCH Retail Partners VI, LLC DBA: Emjay Physical Address: 8600 Rheem Avenue City: South Gate State: CA Zip Code: 90280 Primary Contact Same as Above? Yes Primary Contact Name: Michael Steinberg Primary Contact Title: Owner Primary Contact Phone: Primary Contact Email: michael@inceptioncos.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: DE KLOTZ KARL Proposed Location Address: 1063-1067 N Fulton City: Fresno State: CA Zip Code: 93728 Property Owner Phone: 5592886866 Property Owner Email: -- Assessor's Parcel Number (APN): 45203512 Proposed Location Square Footage: Supporting Information Application Certification Owner Information 7272 List all fictitious business names the applicant is operating under including the address where each business is located: -- 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: Currently applying for licenses in the city of Tracy and the city of Stanton. 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 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: Michael Henry Owner Title: Owner To whom it may concern: The applicant will employ within one year of receiving a commercial cannabis business permit, one supervisor and one employee who have completed a Cal-OSHA industry outreach course offered by a duly authorized training provider. Sincerely, Michael Steinberg PCH Retail Partners VI, LLC Wherever you would like to go. However far. We will deliver you there. BUSINESS PLAN APPENDICES SECTION 1 SECURITY PLAN SECTION 5 Wherever you would like to go. However far. We will deliver you there. SECURITY PLAN APPENDICES SECTION 5 SOCIAL POLICY AND LOCAL ENTERPRISE PLAN SECTION 2 50 SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Emjay's employees are its biggest asset. Ensuring that employee satisfaction, wellbeing, and growth are at the forefront of the operations' missions provides for a challenging and successful work environment. GENERAL PHILOSOPHY We have established a comprehensive staffing plan to guide all facets of human resources. The plan includes the following: 1. Extensive training program 2. Efficient recruitment techniques to access the best candidates possible 3. Transparency in structure, allowing for a clearly understood chain of authority 4. Adequate compensation and benefits for all employees 5. Precise definition of responsibilities Additionally, Emjay's leadership will be available for input at all times, allowing our employees to shape the culture and keep all parties aligned in an effort to provide the highest quality medical cannabis products to all customers and their patients. By employing individuals at all skill levels, employees are provided the opportunity to learn and progress personally, as team members, and as professionals. Emjay will work to establish goals for its team to drive successful operations while doing its best to better the City of Fresno. As detailed in the living wage section below, we currently pay our employees well in excess of minimum wage and provide our employees a full benefits package that consists of health, dental, and vision coverage. To further the professional development of our associates, we will provide our employees with a monthly development workshop covering a broad range of skills to refine sales and customer service techniques and provide extensive product education. Emjay will implement a manager-in-training program to develop managerial skills after a period of employment as a sales, delivery, or front desk associate. As the investment and management group of the Company has exposure to other parts of the cannabis supply chain, the group will provide off-site education and development trips for our employees. The Company believes that every employee should gain full insight into how the products on the shelves are made in order to provide the best guidance to the customers in Fresno. 51 EXPECTED STAFFING FOR LOCATION DESCRIPTION OF ROLES STORE MANAGER AND DELIVERY MANAGER The Store Manager and Delivery Manager oversees day-to-day operations at the storefront retail location and non-storefront operations for Emjay. If any individual (other than security personnel) is on-site at the facility, then a Store Manager is required to be present. Store Managers and Delivery Managers are of the few employee types that are given access to limited access zones in the facility. All contact information for these individuals will be provided to the Fresno Chief of Police. 52 INVENTORY MANAGER Inventory Managers track purchase and sales trends for the Company, curating the menu of legal cannabis, cannabis-derived products, and accessories. Inventory Managers are responsible for auditing inventory levels to ensure product levels are accurate, with no discrepancies between the Blaze Point-of-Sale system and the physical inventory levels on- site. Inventory Managers are trained to report any discrepancies to the Bureau of Cannabis Control and the City of Fresno Chief of Police within 24 hours of reported differences. Inventory Managers are also responsible for intake of product and payment to vendors, utilizing the METRC track and trace program to ensure all product is legally produced. SALES ASSOCIATE Sales Associates are responsible for assisting all customers from the moment that they step on the sales floor. Each customer will be assigned a Sales Associate when entering the sales floor. Sales Associates will educate customers on product selections will be integral in driving sales. DEPOT ASSOCIATE Depot Associates assist with the dispatch and order fulfillment for the Non-Storefront Retail component of Emjay. Depot Associates will help maintain full delivery cases, pack customer orders, and ensure that Delivery Associates have all necessary documentation for deliveries. FRONT DESK ASSOCIATE Front Desk Associates are located in the check-in area. These individuals are responsible for verifying customer identity and age, onboarding new customers, and managing the customer / Sales Associate pairing process. Front Desk Associates will work directly with security staff to ensure that all individuals on-site are allowed to be present. DELIVERY ASSOCIATE Delivery Associates are responsible for delivering product to non-storefront retail customers. These individuals are required to ensure that all customers match the delivery manifest, and are trained to reject any discrepancies. 53 HIRING PROCEDURES The Company will direct its recruitment efforts to be sure that employees are interested in the work they take part in, engaged in the Company’s mission of providing quality products to customers and patients, and willing to learn and grow with the Company. Through the key employment criteria above, we have identified a checklist of qualifications that we believe are required and those are desired for all positions at our Fresno retail location. Required • Express interest in wellness and helping those in need; • No criminal history (excluding non-violent, drug related charges); and • A desire to help the community of Fresno. Desired • Experience in retail sales roles; • Health- and wellness-related educational or professional backgrounds; • Current or previous resident of the City of Fresno (targeting at least 40% of employees); • Veterans (targeting at least 1/3 of employees). We plan to employ those that have served the United States through current or previous enlistment in the armed services. We will work with the Department of Veteran Affairs to provide easy access to our employment opportunities and assist with the career development of those that often have trouble re-entering the workforce. The Company will always have the well-being of the surrounding community and the city of Fresno as a priority whenever implementing operational initiatives. The Company will target to employ Fresno residents to comprise 40%+ of its workforce. Emjay will utilize paid services such as Glassdoor, ZipRecruiter, LinkedIn and Indeed to target a large pool of applicants in the Fresno zip codes (generally ranging from 93701 to 93794). Once open, the location will post “Now Hiring” signs on the front of the building and inside the retail check-in area. Utilizing the Emjay online ordering platform, when a customer either enters his or her place of residence for a delivery or allows for GPS targeting through permissions, we will send targeted alerts to provide a notification to individuals within the Fresno ZIP codes that hiring is taking place. Our Company also intends to utilize hiring portals for the neighboring universities to attract talent, focusing on students that are residents of 54 Fresno or who had grown up in Fresno. If we are unable to achieve our own target of 40% employment of Fresno residents, the employees that are from Fresno will be scheduled to ensure at least 40% of hours worked are worked by this staff. Additionally, we will seek to employ candidates that qualify through Section 9-3316(b)(1) of the Fresno Municipal Code, mandating that at least 1/3 of all hours worked will meet these requirements. We are committed to provide an equal opportunity workplace for people of all backgrounds, ethnicities, genders, sexual orientations, and physical disabilities. The Company will work with the following organizations and their communities in order to hire from traditionally underrepresented communities in the workplace: TRAINING PROCEDURES All Emjay employees are hired with a 2 to 3 months probationary period (depending on the role). During this period, new employees are expected to participate in a rigorous training process, and will be evaluated for suitability in the highly-regulated medical and recreational cannabis environment. Emjay training consists of the following focuses: • Legal - We will provide an overview of the state of California cannabis law, and emphasize SOPs that ensure compliance with both local and state requirements. • Processing and Storage - We will outline the procedures of product intake and storage to ensure product is received, handled, and stored safely. • Accounting and Cash Management - We will outline use of our Point of Sale, the Emjay software (if hired to focus on delivery), how to handle and manage cash, and accounting procedures. • Human Rights Campaign (LGBTQ+ Community Recruitment) • Out & Equal (LGBTQ+ Community Recruitment) • INROADs (Early Career Recruitment for Minorities) • American Corporate Partners (Veteran Recruitment) • US Department of Labor Resources (Veteran Recruitment) • National Black MBA Association (African American Recruitment) • Association of Latino Professionals for America (Lantinx Recruitment) • National Urban League (Minority Recruitment) • Black Profesionals Network (African American Recruitment) • Able-Disabled Advocacy (Disabled and Veteran Recruitment) 55 • Inventory Control - We will outline proper procedures for adding inventory, managing inventory purchase requests, and effective flagging of expired or faulty product. • Product Education - We will provide in depth training of cannabis, its molecular compounds (terpenes and cannabinoids), cannabis products, and the beneficial effects that each employee should know for customer education. • Sales Techniques - We will provide training for retail sales techniques to ensure successful customer - employee relationships regardless of employment history. • Emergency Procedures - We will establish, maintain, and continually educate our employees on the specific protocols in the case of medical, police, or other emergencies to ensure rapid response and proper documentation with authorities. • Security - We will ensure our storefront retail location will operate at the highest level of legal compliance and security preparedness. As discussed fully in our Security Plan, we institute state-of-the-art security procedures to take advantage of the security industry’s best practices and most up-to-date technology. All of our employees go through Orientation Training, Safety Training, and Medical / Product Training, and POS system training irrespective of job role. Emjay’s orientation training will generally be conducted by the management team. The following is covered in Orientation: • Welcoming of the new hire; • Completion of paperwork and administrative tasks, such as assigning POS logins, etc.; • Review the Employee Handbook, with detailed instructions and a quiz; • Review the Safety Handbook; • Legal training, including all state and federal laws relating to cannabis and medical cannabis, legal obligations of licensed cannabis facilities, rules and regulations of the facilities, sexual harassment (no tolerance), effective interaction with law enforcement personnel, and the rights and responsibilities of medical cannabis patients. Safety training immediately follows Orientation and will be conducted by the Store Manager. In addition to its focus on the proper use of security measures and controls, safety training will include acceptable currency, identification and counterfeit detection, warning signs of possible diversion to the illegal market, lock and alarm procedures, perimeter and entrance control, robbery and emergency response techniques, conflict resolution techniques, and diversion detection techniques. 56 COMMITMENT TO A LIVING WAGE Our current staffing structure allows us to provide employment opportunities to individuals with all levels of experience. At Emjay’s current operating storefront and delivery retail location in the City of Los Angeles, over 40 individuals were employed as of September 2020. Of these employees, 4 operate in a managerial function, 16 are sales associates, and 20 operate deliveries. For managerial roles, employees are paid an hourly rate range of $19 to $22 depending on experience and seniority, as well as duration of employment. This represents an approximate 33% to 54% premium over the Los Angeles City minimum wage of $14.25. For Sales Associates and Delivery Associates, employees are paid an hourly rate range of $16 to $18 depending on experience and duration of employment. This represents an approximate 12% to 26% premium over the Los Angeles City minimum wage of $14.25. In addition to the staffing described above, we will also employ front desk associates to greet and check-in customers at the front of the retail storefront. These individuals will be paid an hourly wage of $15.50 to $16.50, representing an approximate 19% to 27% premium over the California minimum wage of $13.00. We intend to provide premium wages to recruit the best candidates for its roles and retain the employees that it spends time to train. As minimum wage is expected to raise over the coming years, employee wages will increase on an annual basis to ensure employees are paid more than this minimum requirement. Employee retention is key to a successful enterprise - while our training techniques will create ample preparedness, we seek to retain as many people as possible. We believe in promoting from within, and want to provide opportunities to further our employees’ careers. CONTINUING EDUCATION We believe that continuing education is key to the growth of all businesses. By helping our employees to learn more about cannabis, finance, business, and healthy lifestyle choices, Emjay envisions a ripple effect by which these employees will drive success and development in their communities. Our management and ownership group’s expansive reach into the legal cannabis industry will further benefit the employees of the Company. For example, for employees seeking greater knowledge of growing practices of the plant, the Company will provide monthly teach-ins by its cultivation experts (both indoor and greenhouse) and field trips to its nearby facilities in California. 57 For employees with a desire to understand the technology behind the delivery process, Emjay will host tech and development teach-ins with its tech team. With investments in multiple brands, technology platforms, manufacturing, distribution, retail and cultivation businesses, the list of opportunities for specialized continued development is endless. In addition to the specialized apprenticeship and mentorship opportunities described above, every six months the Company will hold an off-site development weekend where employees from all of the Company’s and management’s operations will meet, learn valuable skills in the field of sales and personal development, and have the opportunity to learn about other positions for growth within the ecosystem. By providing these added benefits, we intend to make it clear that our employees are valued in an effort to retain as many hires as possible. Emjay firmly believes that employee retention is key, as every employee is an investment into the greater good of both Emjay’s operations and the City of Fresno. LABOR PEACE AGREEMENT We intend to employ more than five employees at the Fresno location and will enter into a Labor Peace Agreement within 30 days of employing this staff. Our current location in Los Angeles employs members of the Professional Technical Union, Local 33. At this point in time, preliminary discussions have been held with the Professional Technical Union, Local 33 about expansion to our new locations to ensure a quick process. The existing Labor Peace Agreement is included in the Appendices. 58 BENEFITS Throughout our organization, we provide full medical, dental, and vision coverage for all full-time employees. In an effort to continually evolve as a desired employer, Emjay allows its employees to take two weeks of vacation in the first year of employment, incrementally increasing to four weeks of vacation by the third year of employment. With a shifting medical world due to the effects of COVID-19, our current policy for paid medical leave is in flux - we currently offer two weeks of paid sick leave. Traditionally, we offer one week of paid medical leave, which we expect to reinstate following a return to normalcy. SOCIAL EQUITY BUSINESS INCUBATOR Following our value that a rising tide lifts all boats, Emjay is committed to providing support for the broader licensed cannabis community of Fresno and its participants. Through Fresno's Social Equity Business Incubator program, our Company will work alongside local cannabis social equity businesses and provide insight with the expertise we have gained from our significant involvement in both cannabis and business, in general. • Mentorship and Training Workshops - In conjunction with our mentorship and training programs provided to our employees, we will encourage social equity license holders in Fresno to attend and participate to help shine light on industry best practices and supply chain logistics. • Fresno Equity Business Products - For each market that we enter, we commit to supporting local businesses to help the community thrive. For the community of Fresno, we will utilize local businesses for a variety of needed services and products (like construction services and office supplies). Additionally, we intend to dedicate at least 10% of our shelf space to support local Fresno social equity licensed producers. • Financial Services and Business Consulting - Members of our investment group, The Inception Companies, have been involved in structuring and raising capital for some of the largest companies in the legal cannabis industry. Inception's principals will commit to working closely with one chosen social equity licenseholder on a quarterly basis to provide capital raising or general business guidance. 59 LOCALLY OWNED ENTERPRISE Emjay and its investors structure each of their retail licenses through separate entities with a local partner in an effort to have on-the-ground exposure and insight into each community with which it plans to work. For the City of Fresno, 51% of PCH Retail Partners VI, LLC is owned by Michael Henry, a life-long resident of Fresno. Michael grew up in Fresno, is an alumni of Cal State Fresno, and currently is the CEO and General Manager of a large-scale agricultural services company in Fresno called Westside Farming, LLC. A family-run business, Westside Farming has been a key service provider for the San Joaquin Valley farming community since 1994. We believe Michael's agricultural expertise will be beneficial to the Fresno cannabis community, while his ties to the City of Fresno will be invaluable for our operations. Wherever you would like to go. However far. We will deliver you there. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN APPENDICES SECTION 2 Page 1 of 6 LABOR PEACE AGREEMENT This Labor Peace Agreement (³Agreement´) iV beWZeeQ Whe Professional Technical Union, Local 33 (³the UQiRQ´) and McFlower Corporation, a California corporation, located at 345 N Fairfax, Los Angeles, CA 90036 (³McFlRZeU´). McFlower currently does business at the McFlower Location (as defined below) as ³SheUbiQVkiV.´ This Agreement shall refer to: (i) the Union and McFlower collectively as, (³Whe PaUWieV´), (ii) Whe CRPSaQ\¶V (as defined below) business at the McFlower location at 345 N Fairfax, Los Angeles, CA 90036 as (³Whe McFlRZeU LRcaWiRQ´), (iii) MWC Logistics LLC, a California limited liability company as (³MWC´), and (iv) Golden Health Connection LLC, a California limited liability company as (³GRldeQ HealWh´ aQd cRllecWiYel\ ZiWh MWC aQd McFlRZeU, the ³CRPSaQ\´ aQd each a ³CRPSaQ\ PaUW\´). The Parties agree that this Agreement covers the McFlower Location. The employees at the McFlower Location are employed by a Company Party. 1. This Agreement is entered into pursuant to California Business and Professions Code §§ 26001 et seq. and 26051.5 et seq., and the Los Angeles County Code, Title 8, Part 7 (Commercial Cannabis Activities). A labor peace agreement has been defined as: ³LabRU Seace agUeePeQW´ PeaQV aQ agUeePeQW beWZeeQ a liceQVee aQd aQ\ bRQa fide labRU RUgaQi]aWiRQ WhaW, aW a PiQiPXP, SURWecWV Whe VWaWe¶V SURSUieWaU\ iQWeUeVWV b\ SURhibiWiQg labor organizations and members from engaging in picketing, work stoppages, boycotts, aQd aQ\ RWheU ecRQRPic iQWeUfeUeQce ZiWh Whe aSSlicaQW¶V bXViQeVV. ThiV agUeePeQW PeaQV that the applicant has agreed not to disrupt efforts by the bona fide labor organization to communicate with, and attempt to organize and represent, Whe aSSlicaQW¶V ePSlR\eeV. The agreement shall provide a bona fide labor organization access at reasonable times to areas iQ Zhich Whe aSSlicaQW¶V ePSlR\eeV ZRUk, fRU Whe SXUSRVe Rf PeeWiQg ZiWh ePSlR\eeV WR discuss their right to representation, employment rights under state law, and terms and conditions of employment. This type of agreement shall not mandate a particular method of election or certification of the bona fide labor organization. (a) The Parties mutually recognize that the National Labor Relations Act (³NLRA´) guarantees employees the right to form or select any labor organization to act as their exclusive representative for the purpose of collective bargaining with their Company, or to refrain from such activity. The Parties also agree the California AgUicXlWXUal LabRU RelaWiRQV AcW (³ALRA´) alVR SURYideV fRU ViPilaU UighWV fRU employees specifically subject to the ALRA. (b) This Agreement applies to all regular full-time and part-time employees in the following job classification: tenders, trimmer, receptionist, inventory associate, associates, packaging assistant, cultivation assistant, and break coordinator who are eligible to join a collective bargaining unit as a result of their employment at the McFlower Location by a Company Party in its medical cannabis and/or adult use cannabis business pursuant to California Business and Professions Code § Page 2 of 6 26000 et seq., except as noted herein, at the McFlower Location, located at 345 N Fairfax, Los Angeles, CA 90036 and such above listed employees at the Company, (the ³EPSlR\eeV´). Employees subject to this Agreement do not include supervisors (as defined in Section 1(c) below), contractors, staffing agency employees, guards, managers, professional employees and confidential employees as defined by the NLRA; (c) Supervisor means an individual having authority, in the CRPSaQ\¶V iQWerest, to hire, transfer, suspend, lay off, recall, promote, discharge, assign, reward, or discipline other employees, or the responsibility to direct them or to adjust their grievances, or to effectively recommend such action, if, in connection with the foregoing, the exercise of that authority is not of a merely routine or clerical nature, but requires the use of independent judgment; (d) In order to avoid the Union and members from engaging in picketing, work stoppages, boycotts, and any other economic interference with the CRPSaQ\¶V business in the event the Union decides to conduct an organizing campaign among Employees, the Parties establish the following procedure for the purpose of ensuring an orderly environment for the exercise Rf EPSlR\eeV¶ rights; and (e) The McFlower Location has at least 10 or more full-time equivalent employees in the City of Los Angeles and/or 20 or more employees in California. 2. UQiRQ¶V ObligaWiRQV. Upon entering into this Agreement, the Union agrees neither it nor any of its agents or members will engage in picketing, work stoppages, lockouts, boycotts or any other economic interference with the CRPSaQ\¶V business including at the McFlower Location. The Union and any of its agents or members will not coerce, intimidate or threaten any of the CRPSaQ\¶V Employees, guards, supervisors, or managers in an effort to organize the Employees, obtain authorization cards or represent Employees. The Union also agrees to campaign or communicate in a manner that is not disruptive to the CRPSaQ\¶V (operations or business, and which does not disparage the Company or its management, supervisors or owners. 3. The McFlower Location¶V ObligaWiRQV. By entering into this Agreement, McFlower agrees it shall not disrupt Whe UQiRQ¶V efforts to communicate with Employees of the Company and it Zill QRW diVUXSW Whe UQiRQ¶V aWWePSW WR organize and represent the Employees under this Agreement. McFlower and the Company will take a neutral approach to the unionization of the Employees. However, McFlower or the Company may UeVSRQd WR EPSlR\eeV¶ TXeVWiRQ(V) ZiWh accXUaWe aQd facWXal iQfRUPaWiRQ. McFlower and the Company will not engage in threatening, coercive, unlawful conduct that interferes with Whe EPSlR\eeV¶ UighW WR chRRVe Union representation. However, nothing contained in this paragraph shall prohibit McFlower or the Company from communicating with its Employees on non-organizing issues, such as operational and business needs, training, safety, productivity and like matters. Nothing contained in the Agreement shall preclude McFlower or the Company from explaining its wage and benefit packages and working Page 3 of 6 conditions to Employees. McFlower and the Company also agrees not to engage in communication which disparages the Union, its officers or representatives. 4. Reasonable Access to The McFlower Location. The Parties agree to the following reasonable access rules at the McFlower Location. (a) If the Employees are subject to the ALRA, the Union access rights and the McFlower Location rights will be governed by the access procedures, rights and rules established under the ALRA and interpreted by the California Agricultural LabRU RelaWiRQV BRaUd (³ALRB´). (b) If the employees are subject to the NLRA, the Union and McFlower agree to the following: 1. Notice of Intent to Take Access. The Union agrees to file a Notice of Intent to Take Access letter with the McFlower Location ten calendar days before starting the access period. The Notice of Intent to Take Access letter will state that the Union intends to exercise its rights under this Agreement and the date the Union will start to use the access rights herein. 2. Access Period. The Parties agree the Union can exercise its access rights at the McFlower Location under this Agreement for four (4), 30-day periods in a calendar year. The Parties agree this is a reasonable time for access. If the Union is selected as the exclusive representative of the Employees for purposes of collective bargaining under the applicable laZ, Whe UQiRQ¶V acceVV UighWV XQdeU WhiV AgUeePeQW Zill eQd. TheUeafWeU, Whe UQiRQ¶V acceVV UighWV Zill be gRYeUQed by any collective bargaining agreement between the Parties and applicable law. 3. Access to Lunch Rooms: McFlower will grant up to two (2) Union organizers (selected by the Union) physical access to the Employee lunch room at the McFlower Location or another location at the McFlower Location approved by McFlower, the Company and the Union for one (1) hour before shift, for one (1) hour after shift and during an agreed scheduled lunch period of no more than one (1) hour. 4. Access to Employee Entrances. McFlower will grant up to two (2) Union organizers (selected by the Union) physical access to a designated space near an Employee entrance at the McFlower Location for one (1) hour before shift, for one (1) hour after shift and during an agreed scheduled lunch period of no more than one (1) hour. 5. Temporary Bulletin Board. AW UQiRQ¶V UeTXeVW, McFlower will temporarily provide and place a bulletin board in a prominent place in the breakroom of the McFlower Location for postings authorized by the Union and approved by McFlower. Page 4 of 6 6. Notification. The Union will provide to McFlower the names of its Union organizers who will be at the McFlower Location for such access in writing and electronically at least 24 hours in advance of the dates when such organizers are scheduled to be at the McFlower Location and such list shall immediately be updated if the individuals change. Union organizers granted access will be required to wear an identification badge (bearing their name and that they are a representative of the Union), will be restricted to the McFlower Location lunch room and may not be in work areas or production areas of the McFlower Location, and agree not to initiate, support or condone any disruptive behavior to the CRPSaQ\¶V operations or block ingress or egress to the McFlower Location. If there is not a designated lunch room available at the McFlower Location, the Parties will mutually agree to another location at the McFlower Location. 7. Compliance. The Union understands that the Company has a right to ensure compliance with this Agreement but McFlower will not engage in surveillance Rf Whe UQiRQ¶V PeeWiQgV; provided, however, the Union acknowledges that the McFlower Location may have security and other surveillance equipment (such as cameras / audio recordings) and that such equipment and recordings therefrom Zill QRW be deePed aV VXUYeillaQce Rf Whe UQiRQ¶V PeeWiQgV by the Company. Accordingly, the Union agrees not to file any unfair labor practice charge or complaint under this Agreement alleging unlawful surveillance occurring during the periods of such access if the Company is verifying compliance with this Agreement. 5. No Charges. The Union and the Company will not file any charges with the National Labor Relations Board in connection with any act or omission occurring within the context of this Agreement. Instead, Arbitration under Paragraph 6 shall be the exclusive remedy. 6. Resolution of Disputes and Arbitration. The Parties will each designate a representative with decision-making authority to be the point of contact for all communications and disputes between the Parties regarding this Agreement and to resolve complaints about alleged YiRlaWiRQV Rf Whe AgUeePeQW (³Designated Representatives´). The e[SecWaWiRQ iV that the Parties ± through their respective Designated Representatives value an on-going and mutually constructive working relationship going forward ± will strive to appropriately resolve any disputes between the Parties arising under this Agreement. If the parties are unable to resolve such disputes, the Parties agree to the following procedure for arbitration: (a) The Parties agree that any disputes over the interpretation or application of this Agreement that cannot be amicably resolved shall be submitted to binding arbitration, with an Arbitrator mutually agreed to by the Parties. A party seeking arbitration regarding an issue under this Agreement, must file a request for arbitration with the other party within 30 calendar days of the incident giving rise to the dispute. If the Parties are not able to agree upon an arbitrator within 7 business days after the filing of the intent for arbitration, the Parties shall request from the Federal Mediation and Conciliation Service a list of five arbitrators who are Page 5 of 6 members of the National Academy of Arbitrators and who have their principal residence in Southern California. The Parties shall, within 14 calendar days of receiving the list, select an AUbiWUaWRU (³AUbiWUaWRU´) XQder this Agreement by alternately striking names from the list. The party to strike first shall be determined by coin toss. (b) After a hearing, the Arbitrator shall hear and decide all disputes regarding the interpretation or application of this Agreement within 30 days from the date of submission of the case by the Parties. (c) The Arbitrator shall conduct the arbitration according to the procedures established by the American Arbitration Association. The Arbitrator shall also have the authority to order the non-compliant party to comply with this Agreement. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and conditions of this Agreement or engage in interest arbitration. (d) Any costs incurred by the Parties in instituting proceedings before the Arbitrator or defending against same shall be the responsibility of the respective party. Costs charged by the Arbitrator shall be shared and paid equally by the Parties. (e) The Parties agree to comply with any order of the Arbitrator, which shall be final and binding. The United States District Court for the Central District of California shall have exclusive jurisdiction over any action concerning arbitration under this Agreement. 7. Severability. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision immediately shall become null and void, leaving the remainder of this Agreement in full force and effect. The Parties shall meet and negotiate in good faith with respect to any provision found to be in contravention of the law after a written request to do so by either party with the goal of addressing the issue raised. 8. Agreement Term ± One Year. This Agreement shall be in full force and effect from the date it is fully executed on behalf of the Union and McFlower for one (1) calendar year or upon execution of a collective bargaining agreement, which would explicitly supersede this Agreement. This Agreement may be extended by mutual agreement of the Parties. 9. Counterparts. This Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. A signed copy of this Agreement delivered by facsimile, e-mail (with scan or pdf attachment) or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Page 6 of 6 The Parties have read and fully considered the Agreement, understand its meaning and are mutually desirous of entering into such Agreement. FOR MCFLOWER: (dba at the McFlower Location as ³SheUbiQVkiV´) By: ______________________________ Authorized Agent for McFlower Date: ________________________ FOR THE UNION: By: ______________________________ Authorized agent for Professional Technical Union, Local 33 Date: ________________________ May 15, 2020 We are Emjay. We are your weed retail specialists. NEIGHBORHOOD COMPATIBILITY PLAN SECTION 3 71 NEIGHBORHOOD IMPACT AND NUISANCE PLANS All new entrants into a market have an impact on the neighborhood surrounding its operations. Emjay plans to keep an open dialog with neighbors, in addition to an open dialog with the city of Fresno. We recognize, however, that misunderstandings and issues may arise. To proactively address any potential issues, Emjay will take the following measures for each potential nuisance: NOISE The Company will not host any events on its premise. No audio equipment will be installed, other than a controlled sound system in the retail space that will allow for multiple conversations to take place in the same room at a normal conversational volume. LIGHT There will be no significant sources of light emanating from the facility. As the City of Fresno restricts the ability to see cannabis products in the interior of the store, the exterior of the building will allow no light to escape from the interior of the building. The front facade of the building will contain a lit sign with Emjay's name, though this light will be as bright as other lit signs on the street. After business hours, lighting on the outside of the facility will be reduced as security utilizes night sensitive video feeds to identify suspicious activity surrounding the building. ODOR The operation does not expect significant unpleasant odors to be an issue. The facility will utilize negative air pressure to keep all internal air from escaping when doors are opened, and all airflow vents will utilize carbon filters to eliminate trade odors. Additionally, smoking will be prohibited within 20 feet of the property. Additional Odor and Air Quality control measures are described in the next section. VEHICLES In an effort to reduce parking congestion, all employee parking will be on-site, in an employee-designated area of the property. Additionally, the property has significant parking available for its customers to further reduce the impact on streets surrounding the location. Vehicles utilized for delivery of cannabis and cannabis products will have a low impact on the environment per EPA guidelines. 72 PEDESTRIAN TRAFFIC Should the facility be at capacity, a line will form in the property's parking lot, where a security attendant will notify customers when they can enter the facility. The Company will not allow customers to loiter in front of the property or in its parking lot. ODOR AND AIR QUALITY CONTROL Among the greatest nuisances associated with the cannabis industry is the odor that is produced from improperly ventilated grow and manufacturing facilities, unpackaged product, and smoke from consumed cannabis. To ensure odors are not detected offsite and to eliminate any potential negative impact to the air quality of Fresno, Emjay has developed an Odor and Air Quality Control Plan, inclusive of filtration and airflow systems. ODOR CONTROL SYSTEM Air inside our facility will be filtered, exhausted, and replaced with fresh air multiple times per hour. Emjay will implement airflow engineering to force air to leave the facility through a filtered ventilation system, utilizing negative air pressure and effective sealing both between the interior and exterior of the building, and from room to room. ODOR CONTROL EXPERIENCE Emjay's owners have years of experience configuring odor control systems for retail facilities, manufacturing facilities, indoor cultivation facilities, and large-scale greenhouse facilities. With variation in building infrastructure comes variation in filtration and odor control technologies which are only apparent through years of testing. At our existing retail location in Los Angeles, we have received no odor complaints from neighbors located within the same building. We plan to apply this experience to our odor control engineering in Fresno, implementing proven SOPs that ensure improved air quality for our customers and employees. These SOPs provide procedures for inspection, maintenance, upkeep, training, and neighborhood outreach. INSPECTION AND MAINTENANCE PROCEDURES Store Managers will conduct an inspection of the entire facility every morning before opening, walking from room to room as well as the perimeter of the building. If cannabis odor is detected, the Store Manager will have a selected HVAC professional from the city of Fresno to visit the facility immediately to inspect for faulty filtration. Any required repairs will be immediately made, and the Manager will make note in the store's daily operating log. 73 VENTILATION AND NEGATIVE AIR PRESSURE The sole purpose of our filtration and ventilation system is to filter existing cannabis odors, while containing those odors within designated, sealed areas of our facility. Air that is filtered out of the facility will utilize carbon filtration attached to the building's ducting to control cannabis odor. For air that is entering the building, the air conditioning units will also utilize carbon filtration. This will ensure both the air pumped into and out of the facility is clean of odors and contaminants. To contain odors within designated, sealed areas of our facility, we will utilize negative air pressure (an imbalance of air exiting and entering the room which effectively draws air in whenever a door is opened). To manage negative air pressure, we will install fans in the ventilation system to control airflow to specific rooms, with an emphasis on creating negative air pressure in rooms that are prone to excess cannabis odor. Intake and exhaust vents will be located in the ceiling of all rooms where cannabis odors are present on the premises. Ventilation lines will consist of R8 insulated ducting and KD sheet metal ducting helping to ensure that no air escapes the ventilation system before it passes through the inline carbon filters. Our air filtration system will also utilize a prefilter to increase the lifespan and effectiveness of the carbon filters. Prefilters ensure that dust in the ventilation system does not clog the filter Carbon filters will be replaced according to a schedule determined by the cubic footage of the rooms where air is being cleaned. The pleated carbon filters in the air conditioning units will be replaced at least once per year. Because every location has its own unique challenges, Emjay realizes that it cannot completely rely on past experience to model its odor control system in Fresno. At Emjay's flagship in Los Angeles, filter inspections occur once every six months - at its Fresno location, Emjay will initially inspect filters once every three months to determine proper replacement schedules for its HVAC system. Emjay will hire HVAC professionals with previous experience installing odor control systems for cannabis businesses across its supply chain. These same experienced HVAC professionals will be hired to conduct maintenance on the ventilation and air filtration system. ADDITIONAL STAFF TRAINING Emjay staff will all be trained to report any smells to the Store Manager, who will follow protocol as described in Inspection and Maintenance Procedures. Under no circumstance will an employee or a customer be allowed to open cannabis products on premises. 74 WASTE MANAGEMENT PLAN Emjay currently works with Gaiaca, LLC ("Gaiaca") for its waste management needs at its existing location in Los Angeles. Gaiaca provides its services throughout the state of California for legal cannabis operators. As described in the waste management plan included in the Appendix of this section, we anticipate creating non-hazardous streams of waste consisting of defective, expired, or non- compliant cannabis products in mixed packaging. Improper waste management can impose risks such as theft, disposal of harmful chemicals into waste bins, and potential exposure to hazardous cannabis byproducts. Our waste management plan consists of waste accumulation procedures, onsite waste processing procedures, and documentation & disposal. With the implementation of the attached Waste Management Plan with waste pick-up from Gaiaca, our operations will be in compliance with state mandated cannabis disposal requirements (as defined by the Bureau of Cannabis Control). Wherever you would like to go. However far. We will deliver you there. NEIGHBORHOOD COMPATIBILITY PLAN APPENDICES SECTION 3 P.O. Box 188, Gonzales, CA 93926 833.CAL.GAIA (225.4242) gaiaca.com MANAGEMENT PLAN FOR NON-HAZARDOUS WASTE AT THE PCH RETAIL PARTNERS VI, LLC (DBA EMJAY) CANNABIS RETAIL STOREFRONT LOCATED AT 1063 N. FULTON STREET FRESNO, CA 93728 Prepared For: Mr. Chris Ducar Vice President Inception Companies 562.499.9398 chris@inceptioncos.com Prepared By: Garrett Rodewald Co-Founder / Chief Operating Office CESCO, CAC, CMC, CDPH Certified December 3, 2020 Gaiaca Project No. 2008-201203-WMP 5/14/2019 EPA ID Profile https://hwts.dtsc.ca.gov/hwts_Reports/ReportPages/Report03.aspx?epaid=CAR000295337 1/2 Jared Blumenfeld Secretary for Environmental Protection Department of Toxic Substances Control Meredith Williams, Ph.D. Acting Director 1001 "I" Street P.O. Box 806 Sacramento, California 95812-0806 Gavin Newsom Governor CAR000295337 GAIACA LLC MONTEREY 484110 ID Number: Name: County: NAICS: ACTIVE 5/10/2019 1:54:49 PM 5/10/2019 1:54:49 PM Status: Inactive Date: Record Entered: Last Updated: CAR000295337 EPA ID PROFILE Map Name Address City State Zip Code Phone Location GAIACA LLC 120 CALLE DEL OAKS STE B DEL REY OAKS CA 93940 Mailing PO BOX 188 GONZALES CA 93926 Owner GAIACA LLC 120 CALLE DEL OAKS STE B MONTEREY CA 93940 8332254242 Operator/Contact GARRETT RODEWALD 120 CALLE DEL OAKS STE B MONTEREY CA 93940 8332254242 Based Only Upon ID Number: Calif. Manifests?Non Calif. Manifests?Transporter Registration? N/A N/A Active California and Non California Manifest Tonnage Total and Waste Code by Year Matrix by Entity Type (if available) are on the next page Calif. Manifest Counts and Total Tonnage Department of Food and Agriculture Division of Measurement Standards 6790 Florin Perkins Rd., Ste. 100, Sacramento, California 95828-1812 Email: dms@cdfa.ca.gov Web Address: www.cdfa.ca.gov/dms/programs/wm/wm.html Phone # : (916) 229-3000 Fax # : (916) 229-3055 Remit fees payable to: CDFA 90361, PO Box 942872, Sacramento, CA 94271-2872 License Year: 3/1/2020 - 3/1/2021 The Weighmaster is responsible to renew this license. (Division 5, Chapter 7, Section 12707, Business and Professions Code) THIS LICENSE SHALL BE AVAILABLE TO WEIGHTS AND MEASURES OFFICIALS AT EACH WEIGHING LOCATION. This license is not transferable. Any change in ownership requires a new license. Only persons listed below may perform the functions of a Deputy Weighmaster for the licensed Weighmaster. (Division 5, Chapter 7, Section 12703, Business and Professions Code) For instructions on adding/deleting Deputies to your license, refer to the instruction sheet on our website. http://www.cdfa.ca.gov/dms/programs/wm/wm.html. Principal Location and Non-Fixed 28005 IVERSON ROAD GONZALES, CA 93926 COUNTY: MONTEREY 8332254242 Deputy Weighmaster(s) - 0 Number of vacant deputy positions: 1 Weighmaster License Weighmaster License No: 100332 GAIACA LLC PO BOX 188 GONZALES, CA 93926 Attn: GARRETT RODEWALD Total Fees Remitted: Issue Date: Revision Date: $325.00 2/26/2020 4/3/2020 Additional Location(s) - 0 Page 1 of 1 We are Emjay. We are your weed retail specialists. SAFETY PLAN SECTION 4 106 SAFETY PLAN Emergencies happen - to reduce the expected impact of potential emergency situations, Emjay has worked with its Fire and Emergency Response Consultant to develop the following Safety Plan Emjay understands that the safety of its employees and customers is key to the viability of its success. We have taken extensive measures to have professionally-vetted policies, procedures, and systems in place to provide comprehensive protection, not only for our physical building and inventory, but also for our employees, patients, customers, and the surrounding community. The Company engaged Butler & Associates' Senior Partner, Dr. Patrick Butler, to assist with the development of an exhaustive fire and emergency preparedness plan. Dr. Butler is currently an Assistant Chief of the Los Angeles Fire Department. See the Appendices for a letter affirming Dr. Butler's involvement in the development process. INCIDENT MANAGEMENT AND EMERGENCY RESPONSE Our Company understands that smooth operations require well-laid contingency plans and a staff well-trained in their execution. Under the leadership of our Fire & Emergency Response Consultant, and with input from the City of Fresno as well as the appropriate state and local agencies and enforcement authorities, we will develop a comprehensive Emergency Response Plan. The Emergency Response Plan will include contingencies for non-security related emergencies such as medical emergencies, bomb threats, fires, explosions, chemical release, and weather-related disasters to ensure an appropriate and orderly response. This will prevent non-security related emergencies from becoming aggravated security emergencies. Emergency procedures and emergency contact numbers will be provided in writing to all staff and posted prominently in all areas of the Facility. We will also develop a comprehensive set of guidelines for dealing with security threats. All staff will learn and be drilled in these procedures to ensure they are adequately prepared for emergencies. For all instances of an emergency, it is Emjay's policy to properly document the incident for company, city and / or state records, often in collaboration with law enforcement or the fire department. Employees are advised to work with Store Managers for documentation. 107 Preparedness means all staff will be trained and will perform the following actions: • Assess emerging situations to determine the type and level of threat they may pose; • Determine the appropriate response to various types of threats to the Facility’s security; • Discern what situations warrant the use and activation of panic buttons; and • Be aware of how to proceed when a security alarm goes off or a panic button is activated. If a security breach is found to constitute an actual emergency, authorities will be notified as required. The Facility will then follow the emergency response procedures it will establish in cooperation with local law enforcement authorities for smoothly bringing the situation under their control. Procedures will be revised and updated as necessary. They will be reviewed at least once every twelve (12) months. We will invite local law enforcement to offer their input on up-to- date security threat analysis and contingency planning. In the event of any criminal incident, law enforcement will be immediately notified and the Company and Facility will cooperate with them fully regarding the incident. INCIDENT RESPONSE TRAINING FIRE - REPORTING AND RESPONSE The following procedures shall be followed when someone discovers a fire in a building, regardless of how large the fire is: 1. Close the door to the room where the fire is located. This will confine the fire. 2. Activate the fire alarm system. Pull stations are usually located next to an exit or stairwell door 3. Call 911 to report the location of the fire. You or someone you designate must make the telephone call from a safe location as quickly as possible. Once you have given the dispatcher the information, wait until the dispatcher hangs up before you hang up because the dispatcher may need more information. In addition to these reporting protocols, the Applicant will have fire systems monitors installed in the facility, utilizing Bay Alarm Fire’s centralized response services. Bay Alarm can be reached at (800) 470-1000. In the event of an emergency such as a fire, these alarm monitoring services will operate with the support of a backup power supply. Additionally, electronic access doors throughout the facility will both have access to a backup power supply and can be opened with keys held by the general manager, department managers, and security personnel. 108 RESCUE AND FIRST AID PROCEDURES To provide the best possible rescue and first aid services, we have adopted the following policy for our employees if a person has become ill or injured and is in need of assistance: 1. Call 911. Stay on the phone until the dispatcher hangs up as you will be asked: • Your location • The incident that occurred • How many people are ill or injured • What first aid care is being provided and by whom • Your phone number at the scene • If someone is available to meet the police officer or ambulance 2. Stay with the person until trained medical personnel arrive and take over. 3. Do not move the victim or provide care unless you are trained to do so and the victim is at risk. ADDITIONAL TRAINING AND DRILLS All staff members will be trained in standardized emergency response procedures: • Fire - Employees will immediately call 911 to report the fire and instruct all individuals to evacuate the facility immediately. • Earthquake - Employees will conduct a count of the individuals on-site and evacuate the facility, setting up a staging area in the outside while awaiting the owner’s instructions and determining it is safe to re-enter the premises to audit the cash and product on hand. • Armed Robbery - Employees will trigger the panic alarm to summon the police while they comply with the intruder’s demands. After the incident has concluded, management will reconcile the currency on-hand and cannabis product on-hand with the sales and transactional reports to generate a report outlining the losses. • Armed Attack / Workplace Violence - Employees will trigger the panic alarm to summon the police while they evacuate and/or lock down the facility to the extent they are able to do so safely and with a reasonable expectation of success. • Medical - Employees will call 911 to summon a medical response and provide first aid to the extent that they are trained, equipped, and capable. 109 • Trespasser - Employees will notify the individual(s) of their unauthorized access and instruct them to leave if they are safely able to do so. If the individual complies, the manager will be immediately informed. If the trespasser does not comply, the employees will call 911 to summon a police response and lock down currency or cannabis product if they are safely able to do so. • Burglary - Employees notified of a burglary in progress will call 911 to summon a police response and lock down currency or cannabis product if they are safely able to do so. In addition to the standardized employee training, delivery drivers will be provided instruction in enhanced situational awareness, personal safety, instructions in the event of a robbery, usage of the on-board camera systems, and defensive driving. Employees will be tested on training content and must pass the test by their third attempt in order to remain employed with the Company. All staff will also go through annual refresher seminars, as well as new training on any policy updates or changes in procedure. All emergency procedures will be rehearsed in periodic drills. In addition to training and periodic drills, all staff will receive official Facility reference material, written in plain English and presented in an easy-to-use outline format, explaining all of our operational, safety, and security policies and protocols. Note that this Emergency Action Plan is not a complete written procedure for everything that could happen at our facility. Every situation poses challenges and not everything can be addressed, much is left up to the judgment and initiative of our employees. EVACUATION AND EMERGENCY EQUIPMENT Employees are advised to exit through the nearest accessible building exit. If on the sales floor, employees and customers are advised to exit through the emergency exit immediately accessible on the floor. If in either of the warehouse areas, exiting through the respective warehouse entrance and exit is advised. If in the waiting room, it is advised to exit out of the building's primary entrance. All exits will be equipped with illuminated exit signs to increase visibility in the case of smoke within the building. Next to each exit door will be a fire extinguisher to be used in emergency situations. The facility will comply with all local fire code requirements, including the installation and maintenance of sprinkler systems for all facilities of a similar type, quality and size. In addition, all rooms in the facility will be equipped with appropriately maintained smoke detectors. Wherever you would like to go. However far. We will deliver you there. SAFETY PLAN APPENDICES SECTION 4 LOCATION SECTION 6 136 LOCATION The Company has identified and is in process of purchasing the real estate at 1063-1067 N Fulton, which will provide ample square footage to construct a premium retail store with a full delivery depot to service Fresno PROPERTY OVERVIEW We have identified, negotiated and signed a purchase agreement to acquire 1063-1067 N Fulton St, Fresno, CA 93728 for $775,000. As of submittal, we will have submitted our non- refundable deposit to escrow. The location consists of 7,272 square feet of commercial real estate on a 13,000 square foot lot. Currently, the building is fully-leased. We intend to purchase the building and pay its tenants a considerable fee to terminate their leases and relocate. Upon vacating, we will immediately commence construction, combining all units and forming new rooms to separate the sales floor from the back offices, dispatch area, warehouses, and vault. With 15 parking spaces, we expect ample space for customer and driver parking at all times. 137 IMAGES OF LOCATION 138 Wherever you would like to go. However far. We will deliver you there. LOCATION APPENDICES SECTION 6 COMMUNITY BENEFITS AND INVESTMENTS PLAN SECTION 7 146 COMMUNITY BENEFITS AND INVESTMENT PLAN Emjay is committed to giving back to the City of Fresno for the opportunity to operate a retail location, providing donations, arranging events, and educating the public to help develop a positive image of cannabis companies The Company is committed to providing its customers and patients with the most current and accurate information regarding the use of medicinal and adult use cannabis. We believe that patient education and support are essential components to meeting every patient’s and customer’s wellness and medicinal needs. We created an in-depth Community Benefits and Investment Plan to ensure that each patient and customer have the opportunity and access to participate in a wide variety of educational experiences. The Sales Manager will have oversight responsibility for the implementation of the Community Benefits and Investment Plan. The Sales Manager will be responsible for developing a training program so that the dispensary employees are properly equipped to provide education and support to patients and customers. In addition, the Sales Manager will work with the Board of Directors to review and update the Community Benefits and Investment Plan on a regular basis, to ensure the Company’s continued compliance with all applicable rules, requirements and regulations. We are developing a state-of the-art program that takes advantage of the medical and adult use cannabis industry’s best practices and most up-to-date research. This will ensure that our facility provides the highest level of customer support. Our Community Benefits and Investment Plan is divided into four (4) components: Public Engagement, Public Education, Substance Abuse Prevention, and Infrastructure Development. 147 PUBLIC ENGAGEMENT Public engagement for both customer education and broader community development are essential to Emjay's brand ethos. We are committed to providing support to our local communities, primarily the City of Fresno. Support for communities will be through public educational seminars, sponsored events, involvement with local businesses, and involvement with the city’s public services. Emjay believes that its presence in the City of Fresno should be viewed as a benefit to all parties involved, including all of the city’s citizens. Because of this, any complaint or criticism of the Company’s operations in the City of Fresno will be swiftly acted upon. Communication will be open with the community, with an established phone number and mailing address for public input. On a quarterly basis, the Company will host a meeting with the community to discuss issues related to the operation of its retail cannabis facility. In accordance with California cannabis licensing laws, these quarterly meetings will be held at an off-site location. The Company will make an effort to highlight restaurants and other small businesses in the area as partners for these meetings with the goal of assisting with the marketing of these establishments. These meetings will act as an open forum for any questions or concerns that the people of Fresno may have as it relates to the Company's operations, other cannabis operations, or the cannabis industry, in general. Following the conclusion of these quarterly meetings, the Company welcomes any member of the community to join the Company's management team to tour the retail facility. The Company will always keep an open dialogue with its customers, as well. With each sale, the Company collects contact information for customers to track sales and keep consumers informed of deals at the retail facility. The added benefit of tracking contact information is to keep the community informed of potential product recalls in a timely manner. With tech-enabled communication, the Company can immediately push messages to customers impacted with a potential product recall within hours of being notified by its vendors. The Company’s policy is to reach out to customers within 12 hours of a potential product recall. Additionally, the Company will maintain product reviews and service reviews on both its in- house tech platform and outside, third party service providers like Weedmaps and Leafly. 148 Monetary Support for Fresno Organizations GRANTED AS A PERCENTAGE OF GROSS RECEIPTS Emjay has modeled in 2.5% of its Gross Receipts to be donated to the Fresno Community Reinvestment Fund • Support cannabis operators with fewer resources to drive industry-wide improvements • Emjay maintains flexibility to include additional recipients of Gross Proceeds, as Year 2 and Year 3 represent cash flow positive operations with excess cash • Estimated $236,424 contribution in Y1, increasing to $585,768 by Y3 COMMUNITY ENGAGEMENT INITIATIVES EMJAY IS DEDICATED TO GIVING BACK TO THE COMMUNITY OF FRESNO THROUGH MONETARY SUPPORT AND VOLUNTEER SUPPORT TO VARIOUS ORGANIZATIONS Continuing our track record of giving back to the communities that keep us open Designed after Emjay's revitalization efforts of the Fairfax district, we will host monthly volunteer events to benefit the City • Targeted efforts designed around keeping Fresno clean and safe for its citizens • Events include trash pickup days, painting events, specific renovations for businesses and buildings, primarily in areas immediately surrounding the retail storefront Volunteer Events for Fresno Revitalization MONTHLY EVENTS FOR EMPLOYEES AND FRIENDS TO CLEAN UP OUR COMMUNITY 149 SHERBINSKIS Fairfax Hosts Neighborhood Cleanup to Give Back February 27, 2020 SHERBINSKIS and No Vet Alone Partner Up to Combat Opioid Abuse and Suicide Among Vets - Using Cannabis August 13, 2019 RECOGNITION FOR EMJAY'S LOS ANGELES COMMUNITY INVOLVEMENT Emjay will hold one fundraising event per quarter to benefit local non-profit initiatives and organizations in Fresno • Events may include special dinners at a local Fresno restaurant, conferences, concerts, or in-store promo days • 100% of expected proceeds from these events will be donated to an impactful 501(c)3 organization in Fresno Environmentally Friendly Initiatives TICKET SALES AND FUNDS RAISED WILL BENEFIT ONE LOCAL NON- PROFIT PER QUARTER 150 PUBLIC EDUCATION We are committed to providing patients and customers with the most current and accurate information regarding the use of medicinal and adult use cannabis. We believe that patient and customer education and support are essential components to meeting all of our customers’ wellness and medicinal needs. PATIENTS' & CUSTOMERS' RIGHTS • You have the right to be treated with respect and professionalism. • You have the right to receive accurate and easily understood information about all state and local laws and regulations. • You have the right to purchase your medicinal cannabis from a dispensary of your choosing. • You have the right to accurately labeled and weighed quality medication and accurate information regarding the medication and specific strains provided. • You have the right to obtain your medication in a safe and friendly environment. • You have the right to purchase medicine that was handled in an appropriate and sanitary manner. • You have the right to considerate, respectful, and non-discriminatory care and treatment. OPTIONS FOR CONSUMPTION Smoking Smoking cannabis produces the most immediate effects and permits the most refined control of your dosage. Smoking any material is not good for the lungs, but the amount of cannabis you need to smoke is so small that you need not be overly concerned. It is better to smoke the flowers rather than the leaves as this also reduces the amount you will need to smoke. Vaporizing Cannabis vaporizers are designed to let users inhale active cannabinoids while avoiding harmful smoke toxins. They do so by heating cannabis to a temperature that is just below the point of combustion where smoke is produced. At this point, Tetrahydrocannabinol (“THC”) and other medically active cannabinoids are emitted with little or none of the carcinogenic tars and noxious gases found in smoke. Many patients and customers who find smoked cannabis highly irritating report effective relief inhaling through vaporizers. Also, vaporizers are very efficient so they can save money in the long term. 151 Eating Cannabis can be eaten. When consumed this way, it is usually baked in brownies or cookies, and sometimes made into a candy. It takes longer to feel the effects when eaten, and may take longer for you to learn to control your dosage. However, when you do feel the effects, they may be stronger than those felt by smoking. You may also feel certain heaviness in your body. This will not hurt you. Schedule your time so that you can relax when you take it. SIDE EFFECTS Cannabis is one of the safest medicines: it is impossible to consume enough to produce a toxic effect in the body. However, if you are unfamiliar with it, there are some effects which you should be aware of so that you can use it more effectively. Uneasiness Cannabis usually has a soothing and comforting effect on the mind. Sometimes, however, people do experience feelings of anxiety. If this happens to you, there are several things you can do. Try to stay in environments where you feel naturally comfortable. If you feel anxious, sit or lay down, breathe deeply, and relax. If you have loved ones with you, hold each other for a while. If you have a pet, hold or stroke it. Eating will often quickly reduce the feeling of anxiety. Then, the next time you use it, try reducing your dosage. Because of our social training, you may have feelings of guilt. Know that you have a right to your medicine. Hunger and Thirst Many people use cannabis to stimulate appetite. If you are not using cannabis for this purpose, drink water or juice. If you wish to eat, eat good nourishing food rather than sweets. Redness in the Eyes This will not hurt you. If you must go out in public and are concerned about others’ reaction to the redness, wear sunglasses or use eye drops. Drowsiness If cannabis makes you sleepy, take a nap if you can and wish to. As with all medicines that can produce drowsiness, don’t drive or operate heavy machinery. Sleeplessness If you find that you can’t sleep for a while after using cannabis, try reducing your dosage and avoid using it for about two hours or so before you want to sleep. 152 Short-term Memory Loss Sometimes people find it difficult to carry on a complicated conversation, keep track of details, or perform complex tasks. If this happens to you, schedule your time so that you don’t have to do these things when using your medicine. Giddiness Many people find that things which normally don’t seem funny become quite amusing when they use cannabis. Most people enjoy this effect. If you must deal with situations where humor would be inappropriate in your judgment, schedule your time so that you don’t have to deal with them when you are taking your medicine. INDICA VS SATIVA The efficacy of cannabis is directly related to strain selection. Therefore, we recommend care be taken in selecting appropriate strains for your needs. Cannabis has many different strains and types. The main three types used are lndica, Sativa, and a hybrid of lndica and Sativa. As people have become more familiar with cannabis, different strains provide varying effects. These effects can be pinpointed and used for particular symptoms in a patient. While all types can produce the same effects, they each have their own strengths and weaknesses. Indica lndica cannabis plants grow shorter and stockier, reaching 1-2 meters in height, with broad and serrated-edged leaves. The buds grow in small, dense clusters. lndica has a strong, skunk- like smell, and the smoke generally feels heavier. The heavy smoke can induce more coughing. The effects of smoking lndica strains are generally more physical than Sativa; Indica provides a relaxing, sedating and stress reducing effect. It is very good for overall body pain relief. lndica generally provides the following medicating effects: • Reduces pain; • Relaxes muscle spasms; • Stimulates appetite; • Reduces inflammation; • Aids amnesia; • Reduces headaches and migraines; and • Reduces intraocular pressure for Qualifying Patients suffering from glaucoma. 153 Sativa Sativa cannabis plants grow tall, reaching heights of over 5-6 meters, with long, thin leaves. The buds are generally in thin, spear-like clusters. Sativa has a sweet, fruit-like smell, and the smoke is generally smoother and milder than lndica strains. The effects of smoking Sativa strains are generally uplifting and energetic and provide a feeling of optimism and well-being. The effects of smoking Sativa strains are generally more psychological than lndica. Giddiness Many people find that things which normally don’t seem funny become quite amusing when they use cannabis. Most people enjoy this effect. If you must deal with situations where humor would be inappropriate in your judgment, schedule your time so that you don’t have to deal with them when you are taking your medicine. Sativas are generally better for daytime use. Sativa generally provides the following medicating effects: • Reduces depression; • Reduces headaches and migraines; • Energizes and stimulates; • Reduces pain awareness; • Reduces nausea; • Stimulates appetite; • Increases focus and creativity; and • Supports the immune system. Hybrid Hybrid cannabis plants are cross-pollinated plants using various strains. The dominant strain of the hybrid will exhibit the effects of the dominant strain. Effects of the secondary strain will be mixed in. For example, an lndica-dominant hybrid would be good for reducing body pain and the Sativa mixed-in will help with depression or anxiety. SAFETY PROFILE OF MEDICAL CANNABIS Cannabinoids have a remarkable safety record, particularly when compared to other therapeutically active substances. Most significantly, the consumption of cannabis – regardless of quantity or potency -- cannot induce a fatal overdose. Cannabis potency varies with strains. In terms of medicinal dosage, the idea is to smoke as little as possible in order to reduce respiratory irritations from excessive inhalation of burnt plant matter. Patients are highly encouraged to use vaporizers, or ingest cannabis medicine to reduce any potential risks from smoking. Any patients who find they need increasingly larger doses to reach desired 154 effects should reduce, or stop intake for a time, or change the variety of cannabis normally used. This helps patients return to a minimized effective dosage level. That said, cannabis should not necessarily be viewed as a ‘harmless’ substance. Its active constituents may produce a variety of physiological and euphoric effects. As a result, there may be some populations that are susceptible to increased risks from the use of cannabis, such as adolescents, pregnant or nursing mothers, and patients who have a family history of mental illness. Patients with Hepatitis C, decreased lung function (such as chronic obstructive pulmonary disease), or who have a history of heart disease or stroke may also be at a greater risk of experiencing adverse side effects from cannabis. As with any medication, patients should consult thoroughly with their physician before deciding whether the medical use of cannabis is safe and appropriate. As states continue to approve legislation enabling the physician-supervised use of medical cannabis, more patients with varying disease types are exploring the use of therapeutic cannabis. Many of these patients and their physicians are now discussing this issue for the first time and are seeking guidance on whether the therapeutic use of cannabis may or may not be advisable. SUBSTANCE ABUSE PREVENTION The Company recognizes the need to provide a safe environment that helps its customers and patients avoid substance abuse and misuse. Personal responsibility is critical to participating in our Community Benefits and Investments Plan. In 2009, approximately 28.5 million Americans age twelve (12) and older had abused cannabis at least once in the year prior to being surveyed. By the time they graduate from high school, about forty-two percent (42%) of American teens will have tried cannabis. According to the federal government, long-term cannabis use can lead to psychological addiction. It estimates that 9 percent of people who use cannabis will become dependent on it. The Facility will be committed to offering workshops, clinics, and materials about the potential harms of medical cannabis abuse. We will integrate substance abuse prevention in all products, materials, and outreach. Additionally, we will maintain strong relationships with substance abuse facilities in the greater Fresno area. Our company is built with health and wellness at the forefront of our mission - we must do what we can to be sure that our customers and community is as healthy as possible. 155 List of Local Substance Abuse Facilities Aegis Treatment Centers LLC 3707 East Shields Ave Fresno, CA 93726 Addiction Research and Treatment Inc (ART) 1235 E Street Fresno, CA 93706 VA Central California Healthcare System 2615 East Clinton Ave Fresno, CA 93703 First Steps Recovery 2121 Herndon Ave, Ste 102 Clovis, CA 93611 Signs of Cannabis Substance Abuse Common cognitive signs of cannabis abuse include: • Difficulty thinking and problem solving; • Problems with learning and memory; • Anxiety, paranoia, or fear; and/or • Superstitious or “random” thinking. Common physical signs of cannabis abuse include: • Impaired coordination or slow reaction time • Red, blurry, bloodshot eyes; • Constant, mucus-filled cough; • Rapid heartbeat; • Excessive hunger; • Loss of appetite; • Dry mouth; • Loss of control; • Irritability; • Mood swings; 156 • Excessive sleepiness and fatigue; • Problems with motor coordination; and/or • Respiratory illnesses. Other common signs of cannabis abuse include: • Choosing friendships based on drug activity; • Loss of control over the amount of cannabis consumed; • Getting high despite known consequences; • Smoking to escape reality; • Trying to cut down but repeatedly failing; • Lack of responsibility; • Lacking the motivation to take part in activities; • Decreased school and work productivity; and/or • Financial problems. INFRASTRUCTURE DEVELOPMENT There are multiple ways a cannabis enterprise can give back to its community. As outlined in this plan already, Emjay seeks to provide support to the city of Fresno through percentage- based donations of its Gross Revenue on a quarterly basis, company-wide volunteer events during the last weekend of every month for local clean up and community revitalization, and quarterly fundraising events for local non-profit groups. In addition to these events and actions that will benefit the community through action, Emjay has worked to design its infrastructure and practices to be environmentally friendly, targeting energy efficient building operations and vehicles. ENVIRONMENTALLY FRIENDLY CONSTRUCTION We have instructed our architects to integrate LEED and eco-conscious practices in design and construction work, including green building, water conservation, air quality control, and energy efficiency. Ultimately, we will focus on implementing the following in the design, construction, and renovation of the location in Fresno, following U.S. Green Building Counsel and Advanced Energy Design Guide: 157 • Use locally-sourced construction materials to reduce transportation emissions • Use rapidly renewable resources for building materials (e.g., bamboo, cork) • Utilize construction materials that produce low levels of volatile organic compounds • Integrate solar panels, if approved by the City of Fresno • Install roofing materials with a solar reflectance index of 78 or higher • Install a high-efficiency HVAC and an economizer to save energy through free cooling • Insulate HVAC piping and ductwork, and seal duct joints and seams • Install energy efficient windows • Install high efficiency plumbing fixtures and low-flow toilets After renovation or construction has been completed, and in conjunction with our air quality testing, we will inspect, test, maintain, and repair all systems every 3 months (or as needed) to ensure their efficient functioning and maximize their longevity and efficiency. Throughout the construction process, we will utilize our Waste Management Partner, Gaiaca, to safely dispose of all materials, ensuring adequate recycling of materials that can be re- used. ENVIRONMENTALLY FRIENDLY DELIVERY FLEET Emjay will initially launch operations utilizing its drivers' personal cars as delivery vehicles. Employment preference will be given to applicants with low emission, hybrid, or electric vehicles. Following a successful launch of the Company's delivery capabilities in Fresno, our intention is to purchase or lease a fleet of hybrid vehicles. This will both limit the emissions from Emjay vehicles on the road, and decrease the amount of gas purchased by Emjay's drivers. INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 12/4/202011:51 AM OFA-20.20,Revised 11-25-2019 Page 4 of 10 (b)Physical InspecƟon. Buyer has 10or days followingthereceipt ofthe PropertyInformaƟon Sheet orthe Dateof Agreement, whichever islater, to saƟsfy itself with regard to the physical aspects and sizeof theProperty. (c)HazardousSubstance CondiƟons Report. Buyerhas 30or days followingthereceipt ofthe Property InformaƟon Sheet orthe Date of Agreement, whichever islater, to saƟsfy itself with regard tothe environmentalaspectsof theProperty. Sellerrecommends thatBuyer obtain aHazardous Substance CondiƟons Report concerning the Propertyand relevant adjoining properƟes.Any such report shall bepaid forbyBuyer. A "Hazardous Substance"for purposes of thisAgreement is defined asanysubstance whosenature and/or quanƟty ofexistence, use, manufacture, disposal or effect,render it subject toFederal, state orlocal regulaƟon, invesƟgaƟon, remediaƟon or removalas potenƟally injurious to public health orwelfare. A"Hazardous Substance CondiƟon"for purposes of this Agreement is defined as theexistence on, underor relevantly adjacent totheProperty ofa Hazardous Substance that would require remediaƟon and/or removal underapplicable Federal, state orlocal law. (d)Soil InspecƟon. Buyer has30or days following thereceipt ofthe Property InformaƟon Sheet orthe Dateof Agreement,whichever is later, to saƟsfy itself with regard to the condiƟon ofthe soilsonthe Property. Sellerrecommends that Buyerobtain asoiltest report. Anysuch report shallbe paid for byBuyer. Seller shallprovideBuyer copies of anysoils report that Seller mayhave within 10days followingthe DateofAgreement. (e)Governmental Approvals. Buyer has30 or days following the Dateof Agreementto saƟsfy itselfwith regard toapprovals and permits fromgovernmental agencies or departments whichhave ormay have jurisdicƟon overtheProperty and which Buyerdeems necessary ordesirable in connecƟon with its intended use of theProperty,including, but not limited to, permitsand approvals requiredwith respect tozoning, planning, building and safety,fire,police, handicapped and Americans with DisabiliƟes Actrequirements,transportaƟon and environmental maƩers. (f)CondiƟons ofTitle. EscrowHolder shallcause a currentcommitment for Ɵtle insurance ("TitleCommitment") concerning the Property issuedby the TitleCompany, aswell aslegible copies ofall documentsreferred toin the TitleCommitment ("UnderlyingDocuments"), and ascaled and dimensioned plot showing the locaƟon of any easementstobe delivered to Buyerwithin 10or daysfollowing theDateof Agreement. Buyerhas10 daysfrom thereceipt ofthe TitleCommitment, theUnderlying Documentsand the plotplan to saƟsfy itselfwith regard tothe condiƟon of Ɵtle.The disapproval byBuyer ofany monetary encumbrance, which by the termsofthis Agreementis not to remain against the Property aŌer theClosing, shall not be considered a failure ofthis conƟngency,as Sellershall havethe obligaƟon,at Seller's expense, to saƟsfy and remove such disapproved monetary encumbrance atorbefore theClosing. (g)Survey. Buyer has30 or days followingthe receipt ofthe TitleCommitment and UnderlyingDocuments to saƟsfy itself with regard to any ALTA Ɵtle supplement based upon a surveyprepared toAmerican Land Title AssociaƟon ("ALTA")standards foranowner's policy by alicensed surveyor, showing thelegal descripƟon and boundary lines of theProperty, anyeasements ofrecord, and anyimprovements, poles, structures and things located within 10feet ofeither sideof theProperty boundary lines. Anysuch survey shall beprepared at Buyer's direcƟon and expense. If Buyer hasobtained a survey and approved the ALTA Ɵtle supplement, Buyer may elect within theperiod allowed for Buyer's approval of asurvey tohave an ALTAextended coverageowner's formof Ɵtle policy, in which event Buyershall pay any addiƟonal premium aƩributable thereto. (h)ExisƟng Leases and Tenancy Statements. Seller shallwithin 10or daysfollowing theDate of Agreement provide both Buyer and Escrow Holderwith legible copies ofallleases, subleasesor rentalarrangements (collecƟvely,"ExisƟngLeases")affecƟng the Property, and with a tenancy statement ("Estoppel CerƟficate") in the latest form or equivalent to thatpublished bytheAIR, executed by Sellerand/oreach tenantand subtenant of the Property. Sellershall useits best efforts tohaveeach tenantcomplete and execute an Estoppel CerƟficate.If anytenant fails orrefuses toprovidean Estoppel CerƟficate then Seller shall complete and execute an Estoppel CerƟficate for thattenancy. Buyer has 10 days fromthe receipt of said ExisƟng Leases and Estoppel CerƟficates to saƟsfy itself with regard to the ExisƟng Leasesand any othertenancy issues. (i)Owner's AssociaƟon. Seller shallwithin 10or days following theDateof Agreementprovide Buyerwith astatementand transfer packagefrom anyowner's associaƟon servicingthe Property. Such transfer package shallat aminimum include:copies of the associaƟon's bylaws,arƟcles of incorporaƟon,current budget and financial statement. Buyerhas 10 days fromthereceipt of such documents to saƟsfy itself with regard tothe associaƟon. (j)OtherAgreements. Sellershall within 10 or days followingthe DateofAgreement provideBuyer with legible copies ofall other agreements("Other Agreements")known toSellerthat will affect theProperty aŌer Closing. Buyerhas 10daysfrom thereceipt of said Other Agreements to saƟsfy itselfwith regard to suchAgreements. (k)Financing. If paragraph 5 hereof dealing with a financing conƟngency has notbeen stricken, the saƟsfacƟon orwaiverof such New Loan conƟngency. (l)ExisƟng Notes . If paragraph 3.1(c) hasnot been stricken,Seller shallwithin 10 or daysfollowing theDate of Agreement provide Buyer with legible copies of the ExisƟng Notes,ExisƟng Deeds of Trust and related agreements (collecƟvely, "Loan Documents") towhich theProperty willremain subject aŌer the Closing. EscrowHoldershall promptly request fromthe holders ofthe ExisƟng Notes abeneficiary statement ("Beneficiary Statement")confirming:(1)the amount of theunpaid principal balance, the current interest rate, and thedateto which interest ispaid,and (2)the nature and amount ofany impounds held bythe beneficiary in connecƟon with such loan. Buyerhas 10or daysfollowing thereceipt of theLoan Documentsand Beneficiary Statementsto saƟsfy itself with regard tosuch financing.Buyer's obligaƟon to closeis condiƟoned upon Buyer beingable topurchase the Propertywithout acceleraƟon orchange in the terms of any ExisƟng Notes orchargesto Buyerexcept asotherwise provided in this Agreementor approved byBuyer, provided, however, Buyershallpay thetransfer fee referred to in paragraph 3.2hereof. Likewiseif Selleris tocarryback aPurchase MoneyNotethen Sellershall within 10 or days following the Dateof Agreement provide Buyerwith acopyof theproposed PurchaseMoney Noteand Purchase MoneyDeed ofTrust. Buyerhas 10or daysfrom the receiptof such documents to saƟsfy itself with regard to theformand content thereof. (m)PersonalProperty. In theeventthat anypersonal property is included in the Purchase Price, Buyerhas 10 or daysfollowingthe Date of Agreement to saƟsfy itself with regard to the Ɵtle condiƟon of such personalproperty. Seller recommendsthat Buyer obtain a UCC-1report. Anysuch reportshall be paid for byBuyer. Sellershall provideBuyer copies of anyliens or encumbrances affecƟng such personalproperty thatit is awareof within10 or days followingthe Dateof Agreement. (n)DestrucƟon,Damage or Loss. Subsequent to the Date ofAgreement and priorto Closingthere shallnothave occurred a destrucƟon of, or damage or lossto, theProperty orany porƟon thereof, from anycause whatsoever, which would cost more than$10,000.00 to repairor cure. If thecost ofrepair orcureis $10,000.00 or less,Seller shallrepair or curethe lossprior totheClosing. Buyer shall havethe opƟon,within 10 days aŌer receipt of wriƩen noƟce ofaloss cosƟng morethan $10,000.00to repairorcure, toeither terminate this Agreement orto purchase the Propertynotwithstanding such loss, but without deducƟon or offset against the Purchase Price. If the cost to repairor cure is more than $10,000.00, and Buyerdoes not elect toterminate this Agreement, Buyer shallbe enƟtled toany insurance proceeds applicable to such loss. Unlessotherwise noƟfied in wriƟng,EscrowHolder shallassume no such destrucƟon,damageor losshas occurred prior toClosing. (o)MaterialChange. Buyer shallhave 10 days following receiptof wriƩen noƟce of aMaterialChange within which to saƟsfy itselfwithregard tosuch change. "Material Change" shallmean a substanƟal adverse changein theuse, occupancy, tenants,Ɵtle,or condiƟon of theProperty that occurs aŌer thedate ofthis offer and priorto theClosing. Unlessotherwise noƟfied in wriƟng,Escrow Holder shallassume that noMaterial Changehas occurred priorto theClosing. DocuSign Envelope ID: 2234CA89-987B-4E5D-A5A5-2E2D7D0989D8 INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 12/4/202011:51 AM OFA-20.20,Revised 11-25-2019 Page 5 of 10 (p)Seller Performance. The delivery of all documents and thedue performance by Seller of each andeveryundertaking and agreement tobeperformed bySeller underthis Agreement. (q)BrokerageFee. Payment at theClosing of such brokeragefeeas is specified in this Agreement orlater wriƩen instrucƟons toEscrowHolder executed bySeller and Brokers ("Brokerage Fee"). Itis agreed by the ParƟes and EscrowHolder thatBrokersare athird party beneficiary of thisAgreement insofaras the BrokerageFee isconcerned, and that no change shall bemade with respect to thepayment oftheBrokerage Fee specified in this Agreement, without the wriƩen consent of Brokers. 9.2 All of the conƟngenciesspecified in subparagraphs (a) through (m) ofparagraph 9.1 arefor the benefit of, and may bewaived by, Buyer, and may be elsewhereherein referred to as"Buyer's ConƟngencies." 9.3 If anyof Buyer's ConƟngencies oranyother maƩer subject toBuyer'sapproval isdisapproved as provided for herein in a Ɵmely manner("Disapproved Item"),Seller shallhave therightwithin 10days following the receipt of noƟce of Buyer's disapprovaltoelect tocure such Disapproved Item priorto theExpected ClosingDate ("Seller's ElecƟon"). Seller'sfailure togive toBuyer within such period,wriƩen noƟce of Seller'scommitment tocure such Disapproved Item on or beforethe Expected Closing Dateshallbe conclusively presumed tobe Seller's ElecƟon not tocure such Disapproved Item. If Sellerelects,either by wriƩen noƟce or failureto give wriƩen noƟce,notto curea Disapproved Item, Buyershallhave theright, within10 days aŌer Seller's ElecƟon toeither accept Ɵtle tothe Property subject to such Disapproved Item, orto terminatethis Agreement. Buyer's failureto noƟfy Seller in wriƟng of Buyer's elecƟon toaccept Ɵtle tothe Property subject tothe Disapproved Item without deducƟon or offset shall consƟtute Buyer's elecƟon toterminate this Agreement. Theabove Ɵme periods only apply once foreach DisapprovedItem. Unless expressly provided otherwise herein, Seller's rightto cure shallnot applyto the remediaƟon of Hazardous Substance CondiƟons orto the Financing ConƟngency.Unless the ParƟes mutually instruct otherwise, ifthe Ɵme periods for the saƟsfacƟon of conƟngencies or forSeller's andBuyer's elecƟons would expire on a date aŌer the Expected Closing Date, the Expected ClosingDate shallbe deemed extended for 3business days following the expiraƟon of: (a)the applicable conƟngency period(s), (b) theperiod within whichthe Sellermay electtocure theDisapproved Item,or(c) ifSeller elects notto cure, the period within which Buyer may elect toproceed with this transacƟon,whicheveris later. 9.4 The ParƟes acknowledge that extensive local, stateand Federal legislaƟon establish broad liability upon owners and/orusers of realproperty forthe invesƟgaƟon and remediaƟon of Hazardous Substances. The determinaƟon of the existenceofa Hazardous Substance CondiƟon and the evaluaƟon of theimpactof such a condiƟon are highly technical and beyond the experƟse of Brokers. The ParƟes acknowledge thatthey have been advised byBrokers to consult their own technicaland legalexperts with respect to thepossible presenceof Hazardous Substances on theProperty oradjoining properƟes,and Buyer and Sellerare not relyingupon any invesƟgaƟon byorstatement ofBrokers with respect thereto. The ParƟes hereby assume allresponsibility forthe impact of such Hazardous Substances upon their respecƟve interestsherein. 10. Documents andOther Items Requiredat orBefore Closing. 10.1 Five days priorto theClosing dateEscrowHolder shallobtain an updated Title Commitmentconcerning thePropertyfrom theTitle Companyand provide copies thereof toeach ofthe ParƟes. 10.2 Seller shalldeliverto EscrowHolder in Ɵme for delivery to Buyerat the Closing: (a) Grant orgeneral warrantydeed, duly executed and in recordable form,conveyingfee Ɵtle to the Property to Buyer. (b) If applicable, the Beneficiary Statements concerning ExisƟng Note(s). (c) Ifapplicable, the ExisƟng Leasesand Other Agreements together with duly executed assignmentsthereof bySeller and Buyer. Theassignment of ExisƟng Leases shallbe on themost recentAssignment and AssumpƟon ofLessor'sInterest inLease form published by theAIR oritsequivalent. (d) An affidavit executed by Sellertothe effect that Sellerisnot a "foreign person" within themeaningof InternalRevenue Code SecƟon 1445 or successorstatutes. If Sellerdoesnot providesuch affidavit in form reasonably saƟsfactory toBuyer atleast 3 business days priortothe Closing, Escrow Holdershall at theClosing deduct from Seller'sproceeds and remit to theInternal RevenueService such sum as isrequired by applicable Federal lawwith respect topurchases from foreign sellers. (e) If thePropertyis located in California, an affidavit executed by Sellerto the effect that Selleris not a''nonresident" within the meaningof California Revenue and Tax Code SecƟon 18662or successorstatutes. If Sellerdoes not providesuch affidavit in form reasonably saƟsfactory toBuyerat least3 business days priorto theClosing, EscrowHoldershall atthe Closingdeduct from Seller's proceeds and remit totheFranchise Tax Board such sum as is required by such statute. (f) If applicable, a bill ofsale, dulyexecuted, conveying Ɵtle to any included personal property to Buyer. (g) If theSeller isa corporaƟon,aduly executed corporate resoluƟon authorizing the execuƟon of thisAgreementand thesale of the Property. 10.3 Buyer shalldeliverto Sellerthrough Escrow: (a) The cash porƟon ofthePurchase Priceand such addiƟonal sumsasare requiredof Buyerunderthis Agreementshall bedeposited by Buyerwith Escrow Holder, by federal funds wiretransfer, orany othermethod acceptable toEscrow Holderin immediatelycollectablefunds, nolater than 2:00P.M. on the business day priorto the Expected Closing Date provided, however, that Buyershallnot berequired todeposit such monies into Escrowifat the Ɵme setfor the deposit of such monies Sellerisin default or hasindicated that itwill not perform anyofits obligaƟons hereunder. Instead, in such circumstances in order toreserve its rights toproceed Buyerneed only provide Escrow withevidence establishing thatthe required monies wereavailable. (b) If a PurchaseMoney Noteand Purchase MoneyDeed of Trustare called for by this Agreement, theduly executed originals ofthosedocuments, the Purchase Money Deed of Trust beingin recordable form, togetherwith evidenceof fire insuranceon theimprovements in theamount ofthefull replacementcost naming Seller as a mortgagelosspayee, and a real estate tax service contract (at Buyer's expense),assuring Seller of noƟce ofthestatus ofpayment of real property taxesduring thelife ofthePurchase Money Note. (c) TheAssignment and AssumpƟon ofLessor'sInterest inLease form specified in paragraph 10.2(c) above, duly executed byBuyer. (d)AssumpƟons duly executed by Buyerofthe obligaƟons of Sellerthat accrue aŌer Closing underany OtherAgreements. (e) If applicable, a wriƩen assumpƟon duly executed by Buyerof the loandocuments with respect to ExisƟng Notes. (f) If theBuyeris a corporaƟon,aduly executed corporate resoluƟon authorizingthe execuƟon of this Agreement and thepurchaseof theProperty. 10.4 At Closing, EscrowHolder shallcause tobeissued toBuyer astandard coverage (orALTA extended, if elected pursuant to 9.1(g)) owner's formpolicy of Ɵtle insurance effecƟve as of theClosing, issued by the TitleCompany in thefull amountof thePurchasePrice, insuring Ɵtle totheProperty vested in Buyer, subject onlyto the excepƟons approved by Buyer. In theevent thereis aPurchase Money Deed of Trust inthis transacƟon,the policyof Ɵtle insuranceshall bea joint protecƟon policyinsuring both Buyer and Seller. IMPORTANT: IN A PURCHASE OREXCHANGEOF REALPROPERTY, IT MAY BEADVISABLETO OBTAINTITLE INSURANCEIN CONNECTION WITHTHE CLOSEOF ESCROW SINCE THERE MAY BEPRIORRECORDED LIENSAND ENCUMBRANCESWHICH AFFECT YOURINTEREST INTHE PROPERTY BEINGACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BEOBTAINEDIN ORDERTO ENSURE YOUR INTEREST INTHE PROPERTY THAT YOUAREACQUIRING. 11.ProraƟons andAdjustments. 11.1 Taxes. Applicable real property taxes and specialassessment bonds shall beproratedthrough Escrowas ofthedate of the Closing, based upon thelatest DocuSign Envelope ID: 2234CA89-987B-4E5D-A5A5-2E2D7D0989D8 INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 12/4/202011:51 AM OFA-20.20,Revised 11-25-2019 Page 6 of 10 tax bill available. The ParƟes agree toprorate asof theClosingany taxesassessed against theProperty bysupplemental billlevied by reason of eventsoccurring prior tothe Closing. Payment of the prorated amount shall be madepromptlyin cash upon receipt of a copyof any supplementalbill. 11.2 Insurance.WARNING:Any insurance which Sellermay have maintained will terminateon the Closing. Buyeris advised toobtain appropriateinsurance to coverthe Property. 11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on ExisƟng Notes,uƟliƟes,and operaƟng expenses shall beprorated as ofthe dateof Closing. The ParƟes agreeto promptly adjust between themselves outside ofEscrow anyrents received aŌer the Closing. 11.4 Security Deposit. Security Deposits held bySellershall begiven toBuyeras acredit tothecash requiredof Buyerat theClosing. 11.5 Post Closing MaƩers. Any item tobeprorated thatis not determined or determinableat theClosingshall bepromptly adjusted by the ParƟes by appropriatecash payment outside oftheEscrow when the amountdue isdetermined. 11.6 VariaƟons in ExisƟng Note Balances. In theevent thatBuyer ispurchasing the Property subject toan ExisƟng Deed of Trust(s), and in theevent that a Beneficiary Statement asto theapplicable ExisƟng Note(s)discloses that the unpaid principal balance ofsuch ExisƟng Note(s) at theclosing willbemore orless than theamount setforth inparagraph 3.1(c) hereof("ExisƟng Note VariaƟon"), then thePurchase MoneyNote(s) shallbereduced orincreased byan amount equal to such ExisƟng Note VariaƟon.Ifthere is to beno Purchase Money Note, thecash requiredatthe Closingper paragraph 3.1(a)shall bereduced orincreased by the amount of such ExisƟng Note VariaƟon. 11.7 VariaƟons inNewLoan Balance. In theevent Buyeris obtaining aNew Loan and theamount ulƟmately obtained exceeds theamount setforth in paragraph 5.1, then the amount of the Purchase Money Note, if any,shallbe reduced by theamount of such excess. 11.8 Owner's AssociaƟon Fees. Escrow Holder shall:(i)bring Seller'saccount withthe associaƟon current and payanydelinquencies ortransfer fees from Seller's proceeds, and(ii) pay any up front fees requiredby the associaƟon from Buyer's funds. 12.RepresentaƟons and WarranƟes ofSellerand Disclaimers. 12.1 Seller's warranƟes and representaƟons shallsurvive theClosingand deliveryof thedeedfor aperiod of 3years, and any lawsuit or acƟon based upon them must be commenced within such Ɵme period. Seller's warranƟes and representaƟons aretrue, materialand relied upon by Buyerand Brokers in all respects. Seller hereby makes thefollowing warranƟes and representaƟons toBuyer and Brokers: (a)Authority ofSeller. Selleris theowner ofthe Property and/orhas thefull right,powerand authorityto sell, conveyand transferthe Property to Buyer as provided herein, and toperform Seller's obligaƟons hereunder. (b)Maintenance During Escrowand Equipment CondiƟon At Closing. Except asotherwise provided in paragraph 9.1(n) hereof, Sellershall maintainthe Property unƟl theClosing in itspresent condiƟon,ordinary wearand tearexcepted. (c)HazardousSubstances/Storage Tanks. Sellerhasno knowledge, except as otherwise disclosed toBuyer in wriƟng,oftheexistence orprior existence on the Property of anyHazardousSubstance, norof theexistence orpriorexistence of any aboveorbelow ground storage tank. (d)Compliance. Exceptas otherwisedisclosed in wriƟng,Seller has noknowledge ofany aspect or condiƟon ofthe Propertywhich violatesapplicable laws,rules,regulaƟons,codes orcovenants,condiƟons or restricƟons,orof improvementsor alteraƟons madeto theProperty without a permit whereonewas required, or ofany unfulfilled orderor direcƟve of anyapplicable governmentalagencyor casualtyinsurance companyrequiringany invesƟgaƟon, remediaƟon,repair, maintenanceor improvementbe performedonthe Property. (e)Changes inAgreements. Priorto theClosing, Sellerwillnot violateor modifyany ExisƟng Lease or OtherAgreement,or createany new leases or otheragreements affecƟng the Property, without Buyer's wriƩen approval, which approval willnot be unreasonably withheld. (f)Possessory Rights. Seller has no knowledgethat anyone will, at theClosing,have anyright topossession of theProperty, except as disclosed by this Agreement or otherwise in wriƟng toBuyer. (g)Mechanics' Liens. Thereare no unsaƟsfied mechanics' ormaterialmens' lienrightsconcerning the Property. (h)AcƟons,Suits orProceedings. Sellerhas no knowledge of any acƟons,suits or proceedings pending orthreatened before anycommission, board, bureau, agency, arbitrator, court ortribunal that would affect theProperty ortheright tooccupy or uƟlize same. (i)NoƟce of Changes. Sellerwill promptly noƟfy Buyer and Brokers in wriƟng of anyMaterial Change(see paragraph 9.1(o))affecƟng theProperty that becomes known toSeller priortothe Closing. (j)NoTenantBankruptcy Proceedings. Sellerhas no noƟce or knowledge that any tenantof theProperty isthesubject of a bankruptcy or insolvency proceeding. (k)NoSeller BankruptcyProceedings. Selleris not thesubject of a bankruptcy, insolvencyor probateproceeding. (l)PersonalProperty. Seller hasno knowledge thatanyone will,at theClosing, have any right topossession of anypersonal property included in the Purchase Price norknowledge ofany liens orencumbrances affecƟng such personalproperty, except asdisclosed by thisAgreement orotherwise in wriƟng to Buyer. 12.2 Buyer hereby acknowledges that, exceptas otherwise stated in this Agreement, Buyerispurchasing theProperty inits exisƟng condiƟon and will,by the Ɵme called forherein, makeorhave waived all inspecƟons of thePropertyBuyer believesare necessary toprotect its own interest in, and itscontemplated useof, the Property. The ParƟes acknowledgethat, except asotherwise stated in this Agreement,no representaƟons,inducements, promises, agreements,assurances, oralor wriƩen,concerning the Property, oranyaspect ofthe occupaƟonal safety and health laws, Hazardous Substance laws,orany otheract, ordinance orlaw, havebeen madeby eitherParty orBrokers, or relied upon byeither Partyhereto. 12.3 In theeventthat Buyerlearns that aSeller representaƟon or warrantymight be untrueprior to theClosing, and Buyer electsto purchasetheProperty anyway then, and in that event,Buyer waives any rightthat it mayhave tobring an acƟon or proceedingagainst SellerorBrokers regarding said representaƟon or warranty. 12.4 Any environmentalreports, soils reports, surveys, and othersimilar documentswhich wereprepared by third party consultants and provided toBuyer by Selleror Seller's representaƟves,havebeen delivered asan accommodaƟon to Buyerand without any representaƟon orwarranty as tothe sufficiency,accuracy, completeness, and/or validity of said documents, all of which Buyerrelies on at its own risk. Sellerbelieves saiddocuments tobeaccurate, but Buyer is advised to retain appropriate consultants to reviewsaid documents and invesƟgate theProperty. 13. Possession. Possessionof theProperty shallbegiven toBuyer at the Closingsubject to therights of tenantsunder ExisƟng Leases. 14. Buyer's Entry. Atany Ɵme during theEscrowperiod, Buyer,and itsagents and representaƟves,shall havethe right at reasonable Ɵmes and subject torights of tenants, toenter upon theProperty forthe purposeofmaking inspecƟons and tests specified in this Agreement. No destrucƟvetesƟng shall beconducted, however, without Seller's prior approvalwhich shallnot beunreasonably withheld. Following any such entryorwork, unless otherwise directed in wriƟng by Seller, Buyer shallreturn theProperty to the condiƟon itwas inpriorto such entry orwork, including there-compacƟon orremoval ofanydisrupted soilor materialasSeller mayreasonably direct. Allsuch DocuSign Envelope ID: 2234CA89-987B-4E5D-A5A5-2E2D7D0989D8 INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 12/4/202011:51 AM OFA-20.20,Revised 11-25-2019 Page 7 of 10 inspecƟons and tests and anyotherwork conducted or materials furnished with respect to the Property byorfor Buyershall bepaid for byBuyer asand when due and Buyer shallindemnify, defend, protect and hold harmless Sellerand theProperty of and from anyand all claims,liabiliƟes,losses, expenses (including reasonable aƩorneys'fees), damages, including thoseforinjury toperson orproperty, arisingout of orrelaƟng toanysuch workor materials orthe actsor omissions of Buyer, its agentsor employees in connecƟon therewith. 15. Further Documentsand Assurances. The ParƟes shalleach, diligentlyand in good faith, undertake all acƟons and procedures reasonably required toplacethe Escrowin condiƟon forClosing asand when requiredby this Agreement. The ParƟes agreeto provideall further informaƟon,and toexecute and deliverall furtherdocuments, reasonably requiredby Escrow Holderor theTitle Company. 16.AƩorneys'Fees. Ifany Partyor Brokerbringsan acƟon or proceeding (including arbitraƟon)involvingthe Propertywhether founded intort, contract or equity, orto declarerights hereunder, the PrevailingParty (as hereaŌer defined)inany such proceeding,acƟon,orappeal thereon, shall be enƟtled to reasonable aƩorneys'fees and costs. Such feesmay beawarded in thesame suit or recovered in a separatesuit, whetheror not such acƟon orproceeding ispursued to decision or judgment. Theterm "PrevailingParty" shallinclude, without limitaƟon,a Partyor Brokerwho substanƟally obtains or defeatsthe reliefsought, as thecase maybe, whether by compromise,seƩlement,judgment, or theabandonment by theother Partyor Brokerofits claim or defense. The aƩorneys'fees award shallnot becomputed in accordancewith anycourt feeschedule, but shallbe such as tofully reimburse all aƩorneys'feesreasonablyincurred. 17. Prior Agreements/Amendments. 17.1 This Agreementsupersedes any andall prioragreementsbetween Sellerand Buyerregardingthe Property. 17.2 Amendments tothisAgreement are effecƟve onlyifmade in wriƟng and executed by Buyerand Seller. 18. Broker's Rights. 18.1 If this saleis not consummated duetothe default of eithertheBuyer orSeller, the defaulƟngParty shallbe liable to and shallpay toBrokers theBrokerage Feethat Brokerswould havereceived had thesale been consummated. IfBuyer isthe defaulƟng party, payment of said BrokerageFeeis in addiƟon toany obligaƟon with respect toliquidated orotherdamages. 18.2 Upon theClosing, Brokers areauthorized topublicizethe factsof this transacƟon. 19.NoƟces. 19.1 Whenever anyParty, Escrow Holderor Brokersherein shall desireto giveorserve any noƟce,demand, request, approval, disapproval or other communicaƟon,each such communicaƟon shallbein wriƟng and shallbe delivered personally, by messenger, or bymail, postage prepaid, to theaddress set forth in thisagreement orby facsimiletransmission, electronic signature, digital signature, or email. 19.2 Service of anysuch communicaƟon shall bedeemedmade on the dateofactual receipt if personallydelivered, or transmiƩed by facsimiletransmission, electronic signature, digital signature, oremail. Any such communicaƟon sent byregularmail shallbe deemed given 48 hours aŌer thesame is mailed. CommunicaƟons sent byUnited States Express Mail orovernight courierthat guaranteenext day deliveryshall bedeemed delivered 24 hours aŌer delivery of the same to thePostal Serviceorcourier. If such communicaƟon isreceived on aSaturday, Sundayorlegal holiday, it shallbedeemed received on thenext business day. 19.3 Any PartyorBroker hereto may from Ɵme to Ɵme,by noƟce in wriƟng,designatea different address to which, or a different person or addiƟonal persons towhom, all communicaƟons are thereaŌer to bemade. 20.DuraƟon of Offer. 20.1 If this offer is not accepted bySelleron orbefore 5:00 P.M. according tothe Ɵme standard applicable tothe cityof on the date of ,it shall bedeemed automaƟcally revoked. 20.2 The acceptanceofthis offer,or of anysubsequent counteroffer hereto, that createsan agreementbetween the ParƟes as described in paragraph 1.2, shall bedeemed made upon delivery tothe otherParty oreither Brokerherein of a duly executed wriƟng uncondiƟonally accepƟng the last outstanding offer or counteroffer. 21. LIQUIDATED DAMAGES. (ThisLiquidated Damages paragraph is applicable onlyif iniƟaled by both ParƟes). THE PARTIES AGREE THAT ITWOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TOFIX,PRIOR TOSIGNING THISAGREEMENT,THE ACTUAL DAMAGES WHICH WOULDBE SUFFEREDBY SELLERIFBUYER FAILSTO PERFORMITS OBLIGATIONSUNDERTHIS AGREEMENT. THEREFORE,IF,AFTER THE SATISFACTION ORWAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT,BUYER BREACHESTHIS AGREEMENT,SELLERSHALL BE ENTITLED TO LIQUIDATEDDAMAGES INTHE AMOUNT OF . UPONPAYMENT OF SAID SUM TO SELLER, BUYERSHALLBE RELEASEDFROM ANYFURTHERLIABILITY TO SELLER, ANDANYESCROW CANCELLATIONFEES ANDTITLE COMPANY CHARGESSHALL BEPAID BYSELLER. Buyer's IniƟals Seller's IniƟals 22. ARBITRATION OFDISPUTES.(This ArbitraƟon of Disputes paragraph isapplicable onlyif iniƟaled by both ParƟes.) 22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THELIQUIDATED DAMAGESAND/OR BUYER ISENTITLED TO THERETURN OF DEPOSIT MONEY, SHALLBE DETERMINED BY BINDINGARBITRATION BY, ANDUNDER THECOMMERCIAL RULES OFTHE AMERICANARBITRATION ASSOCIATION ("COMMERCIALRULES"). ARBITRATION HEARINGS SHALLBE HELD IN THE COUNTY WHERE THE PROPERTY ISLOCATED. THE NUMBER OF ARBITRATORSSHALL BE AS PROVIDED INTHE COMMERCIAL RULES AND EACH SUCHARBITRATOR SHALL BEAN IMPARTIALREAL ESTATE BROKER WITH AT LEAST 5 YEARSOF FULLTIME EXPERIENCEIN BOTH THE AREAWHERE THEPROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THESUBJECT OF THIS AGREEMENT. THE ARBITRATOR ORARBITRATORS SHALLBE APPOINTED UNDER THECOMMERCIAL RULES ANDSHALL HEARAND DETERMINESAID CONTROVERSY INACCORDANCE WITHAPPLICABLE LAW, THE INTENTION OF THEPARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTSTHERETO, AND UPONTHE EVIDENCEPRODUCED ATANARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALLBE PERMITTEDIN ACCORDANCE WITHTHE COMMERCIAL RULES ORSTATELAW APPLICABLETO ARBITRATION PROCEEDINGS. THEAWARD SHALLBE EXECUTED BY AT LEAST 2 OF THE 3ARBITRATORS,BE RENDERED WITHIN 30DAYS AFTER THE CONCLUSION OF THEHEARING, ANDMAY INCLUDE ATTORNEYS' FEES AND COSTS TOTHE PREVAILINGPARTY PERPARAGRAPH 16HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANYCOURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILUREOF A PARTY DULY NOTIFIED OF THEARBITRATION HEARING TO APPEAR THEREAT. DocuSign Envelope ID: 2234CA89-987B-4E5D-A5A5-2E2D7D0989D8 INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 12/4/202011:51 AM OFA-20.20,Revised 11-25-2019 Page 8 of 10 22.2 BUYER'S RESORTTO OR PARTICIPATION IN SUCHARBITRATION PROCEEDINGS SHALLNOT BARSUIT IN ACOURT OFCOMPETENTJURISDICTION BYTHE BUYERFOR DAMAGES AND/OR SPECIFICPERFORMANCEUNLESS AND UNTIL THEARBITRATION RESULTS IN AN AWARDTO THE SELLEROF LIQUIDATEDDAMAGES, IN WHICHEVENT SUCHAWARD SHALLACT AS ABAR AGAINST ANY ACTION BYBUYER FORDAMAGES AND/ORSPECIFICPERFORMANCE. 22.3 NOTICE: BY INITIALINGIN THE SPACE BELOW YOU ARE AGREEING TO HAVEANY DISPUTE ARISING OUT OFTHE MATTERS INCLUDED IN THE "ARBITRATION OFDISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION ASPROVIDED BY CALIFORNIA LAW AND YOU AREGIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT ORJURY TRIAL. BYINITIALINGIN THE SPACE BELOW YOUARE GIVINGUP YOURJUDICIAL RIGHTS TODISCOVERY AND APPEAL,UNLESS SUCHRIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATIONOF DISPUTES" PROVISION. IFYOU REFUSETOSUBMIT TOARBITRATION AFTER AGREEINGTO THISPROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THEAUTHORITY OF THECALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TOTHIS ARBITRATION PROVISION ISVOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISINGOUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OFDISPUTES" PROVISION TO NEUTRALARBITRATION. Buyer's IniƟals Seller's IniƟals 23. Miscellaneous. 23.1 Binding Effect. This Agreementshall bebinding on the ParƟes without regard to whether or not paragraphs 21 and 22 are iniƟaled by both of the ParƟes. Paragraphs 21 and 22 areeach incorporated intothis Agreementonly if iniƟaled by both ParƟes at the Ɵme that the Agreement is executed. Signatures tothis Agreement accomplished bymeans ofelectronic signature orsimilar technologyshall belegaland binding. 23.2 Applicable Law. This Agreementshall begoverned by, and paragraph 22.3isamended torefer to, thelaws of the statein which theProperty islocated. Any liƟgaƟon or arbitraƟon between the ParƟes hereto concerning thisAgreement shallbe iniƟated in the county inwhich theProperty islocated. 23.3 Time ofEssence. Timeis of theessence ofthis Agreement. 23.4 Counterparts. This Agreement maybe executed by Buyer and Seller in counterparts, each ofwhich shallbedeemed anoriginal, and all ofwhich together shall consƟtute oneand thesameinstrument. Escrow Holder,aŌer verifyingthatthe counterpartsare idenƟcal except for thesignatures, isauthorized and instructed tocombine thesigned signaturepages on oneof thecounterparts, which shallthen consƟtute the Agreement. 23.5 Waiver ofJuryTrial.THE PARTIESHEREBY WAIVE THEIRRESPECTIVE RIGHTSTO TRIAL BYJURY INANY ACTION ORPROCEEDING INVOLVING THE PROPERTY OR ARISINGOUT OF THISAGREEMENT. 23.6 Conflict. Any conflict betweenthe printed provisions of this Agreement and the typewriƩen or handwriƩen provisionsshallbe controlled by the typewriƩen or handwriƩen provisions.Sellerand Buyermust iniƟal any andall handwriƩen provisions. 23.7 1031 Exchange. Both Sellerand Buyeragreeto cooperatewith each otherin theevent thateitheror both wish to parƟcipate in a1031 exchange. Any party iniƟaƟng an exchange shallbearall costsof such exchange. The cooperaƟng Party shall not haveany liability (special orotherwise) for damages to the exchangingParty inthe eventthat the saleis delayed and/or that thesale otherwisefails toqualify as a1031 exchange. 23.8 Days. Unlessotherwise specifically indicated tothecontrary, theword "days" asused in this Agreement shallmean and refer tocalendar days. 24. Disclosures RegardingThe Natureofa RealEstate Agency RelaƟonship. 24.1 The ParƟes and Brokers agreethat their relaƟonship(s)shall begoverned by theprinciples setforth in theapplicable secƟons of theCalifornia CivilCode,as summarized in paragraph 24.2. 24.2 When enteringintoa discussion with arealestate agentregarding arealestate transacƟon,a BuyerorSeller should from theoutset understand what type of agency relaƟonship or representaƟon ithas withthe agent or agentsin the transacƟon.Buyerand Seller acknowledgebeing advised by the Brokersin this transacƟon,as follows: (a)Seller's Agent. ASeller'sagent undera lisƟng agreement with theSeller acts as theagentfor theSeller only. A Seller's agent orsubagent hasthe following affirmaƟve obligaƟons:(1)TotheSeller:A fiduciary dutyof utmostcare, integrity, honesty, and loyalty in dealings with the Seller. (2)Tothe Buyer and the Seller:a.Diligent exerciseofreasonable skillsand carein performance ofthe agent's duƟes.b. A dutyof honest and fair dealingand good faith. c.A dutyto disclose allfacts known to theagent materially affecƟng the valueor desirability ofthe property that arenotknown to, or within thediligent aƩenƟon and observaƟon of, the ParƟes.An agent is not obligated toreveal toeither Party any confidenƟal informaƟon obtained fromtheother Partywhich doesnotinvolve the affirmaƟve duƟes set forth above. (b)Buyer'sAgent. A sellingagentcan, with a Buyer'sconsent, agree toact as agent fortheBuyer only. In these situaƟons,theagent isnot the Seller's agent,even ifby agreement theagent mayreceive compensaƟon for services rendered, either in full orin part fromthe Seller. An agent acƟng only for aBuyerhas thefollowing affirmaƟve obligaƟons.(1)To theBuyer:A fiduciary duty of utmost care, integrity, honesty, and loyalty indealings with theBuyer. (2)To the Buyerand theSeller:a. Diligent exerciseof reasonable skillsand carein performanceofthe agent's duƟes. b. A dutyof honest and fair dealingand good faith. c.A duty to discloseall facts known totheagent materially affecƟng thevalue ordesirabilityof theproperty thatarenot known to, orwithin the diligent aƩenƟon and observaƟon of, the ParƟes.Anagent isnot obligated to reveal toeither Partyany confidenƟalinformaƟon obtained from the otherParty which does not involvethe affirmaƟve duƟes set forth above. (c)Agent RepresenƟng Both Seller andBuyer. Areal estateagent, either acƟng directly orthrough oneormore associatelicenses, can legally be the agentof both the Sellerand the Buyerin a transacƟon,butonlywith theknowledge and consent of both the Sellerand the Buyer. (1)In adualagency situaƟon,the agenthas the following affirmaƟve obligaƟons to both the Sellerand theBuyer: a. A fiduciary dutyofutmost care,integrity, honesty and loyalty in the dealings with eitherSeller orthe Buyer. b. Other duƟes to theSeller and theBuyer as stated abovein their respecƟve secƟons (a)or(b) of this paragraph 24.2. (2)In represenƟng both Seller and Buyer, theagentmay not, without theexpress permission of the respecƟve Party, disclose tothe otherParty confidenƟal informaƟon,including, but not limited to,facts relaƟng toeither Buyer’sor Seller’s financial posiƟon, moƟvaƟons,bargaining posiƟon,or otherpersonal informaƟon thatmay impact price, including Seller's willingness to acceptaprice less than the lisƟng priceorBuyer's willingnessto paya price greaterthan theprice offered.(3) Theabove duƟes of the agentin areal estate transacƟon do notrelieve aSeller orBuyerfrom theresponsibility toprotecttheir own interests. Buyerand Sellershould carefully read all agreementsto assure that they adequately express theirunderstanding ofthe transacƟon.A realestate agentisa person qualified toadvise about realestate. If legal ortax adviceis desired, consult a competent professional. Buyer hastheduty toexercise reasonablecare to protect Buyer, including asto thosefacts about the Property which areknown toBuyeror within Buyer’s diligent aƩenƟon and observaƟon.BothSeller and Buyershould strongly consider obtaining tax advice froma competentprofessional because the federaland state taxconsequences ofa transacƟon can be complex and subject tochange. (d)FurtherDisclosures. Throughout this transacƟon Buyer and Seller mayreceivemore than one disclosure, depending upon thenumber ofagents DocuSign Envelope ID: 2234CA89-987B-4E5D-A5A5-2E2D7D0989D8 INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 12/4/202011:51 AM OFA-20.20,Revised 11-25-2019 Page 9 of 10 assisƟng in the transacƟon.Buyerand Sellershould each read itscontentseach Ɵme it is presented, considering the relaƟonship between themand thereal estate agentin this transacƟon and that disclosure. Buyer and Seller each acknowledgereceipt ofa disclosure of the possibility of mulƟplerepresentaƟon by theBroker represenƟng that principal. Thisdisclosuremay bepart of a lisƟng agreement,buyer representaƟon agreement orseparatedocument. Buyer understands that Broker represenƟng Buyermay also represent other potenƟal buyers, whomay consider, make offers on or ulƟmately acquirethe Property. Sellerunderstands that Broker represenƟng Sellermay alsorepresent other sellerswith compeƟng properƟes thatmaybe of interest tothisBuyer. Brokers havenoresponsibility with respect to anydefault orbreach hereof byeither Party. The ParƟes agree that no lawsuitorother legalproceeding involvingany breach of duty, erroror omission relaƟng to this transacƟon maybebrought against Broker morethan oneyear aŌer theDate ofAgreementand thatthe liability(includingcourt costs and aƩorneys' fees), of anyBroker with respectto anybreach of duty, errororomission relaƟng to this Agreementshall not exceed thefeereceived bysuch Brokerpursuant tothis Agreement; provided, however, that theforegoing limitaƟon on each Broker'sliability shall not be applicable to any grossnegligence orwillful misconduct of such Broker. 24.3 ConfidenƟal InformaƟon. Buyer and Seller agreeto idenƟfy toBrokers as "ConfidenƟal"any communicaƟon or informaƟon given Brokers that is considered bysuch Partyto be confidenƟal. 25.ConstrucƟon ofAgreement.In construing this Agreement, allheadings and Ɵtles are forthe convenienceof the ParƟes only and shallnot beconsidered apart of this Agreement. Wheneverrequiredby thecontext, thesingular shallinclude the plural and viceversa. This Agreement shallnot be construed as if prepared by oneof the ParƟes,butratheraccording toits fairmeaning as awhole, asif both ParƟes had prepared it. 26.AddiƟonal Provisions. AddiƟonal provisions of this offer,if any, areas followsor are aƩached hereto byan addendum oraddenda consisƟng of paragraphs through . (If thereare no addiƟonal provisions write"NONE".) ATTENTION: NO REPRESENTATIONOR RECOMMENDATIONISMADE BYAIR CREOR BYANY BROKER ASTO THE LEGAL SUFFICIENCY, LEGALEFFECT, ORTAX CONSEQUENCESOF THIS AGREEMENT ORTHE TRANSACTION TO WHICH IT RELATES. THE PARTIES AREURGED TO: 1. SEEK ADVICE OFCOUNSELAS TO THE LEGALANDTAX CONSEQUENCESOF THIS AGREEMENT. 2. RETAINAPPROPRIATE CONSULTANTSTO REVIEW AND INVESTIGATE THE CONDITIONOF THEPROPERTY. SAIDINVESTIGATION SHOULDINCLUDEBUT NOT BELIMITED TO:THE POSSIBLEPRESENCE OF HAZARDOUSSUBSTANCES, THEZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANYSTRUCTURES AND OPERATING SYSTEMS,AND THE SUITABILITY OF THEPROPERTY FORBUYER'S INTENDEDUSE. WARNING:IF THE PROPERTY ISLOCATEDIN ASTATE OTHER THAN CALIFORNIA,CERTAINPROVISIONS OF THIS AGREEMENT MAY NEED TOBE REVISED TO COMPLY WITH THE LAWS OF THE STATE INWHICH THEPROPERTY ISLOCATED. NOTE: 1. THISFORM IS NOT FOR USE IN CONNECTION WITHTHE SALE OF RESIDENTIALPROPERTY. 2. IF EITHER PARTY ISA CORPORATION,IT ISRECOMMENDED THAT THISAGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS. Theundersigned Buyer offers and agreesto buythe Property on thetermsand condiƟons stated and acknowledges receipt ofa copyhereof. BROKER AƩn: Title: Address: Phone: Fax: Email: FederalID No.: BrokerDRE License #: AgentDRE License#: Date: BUYER PCH Retail Partners VI, LLC and/or affiliate By: NamePrinted:Michael Steinberg Title: Phone:310-948-5542 Fax: Email:michael@inceptioncos.com By: NamePrinted: Title: Phone: Fax: Email: Address: FederalID No.: DocuSign Envelope ID: 2234CA89-987B-4E5D-A5A5-2E2D7D0989D8 INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 12/4/202011:51 AM OFA-20.20,Revised 11-25-2019 Page 10 of 10 27. Acceptance. 27.1 Seller accepts theforegoing offer to purchasetheProperty and hereby agreestosell theProperty toBuyeron theterms and condiƟons therein specified. 27.2 In consideraƟon of real estatebrokerage service renderedby Brokers, Seller agreestopay Brokers a realestateBrokerage Feein asum equalto %ofthe PurchasePrice tobedivided between the Brokersas follows: Seller'sBroker %and Buyer's Broker %. This Agreement shall serve as an irrevocable instrucƟon toEscrow Holderto paysuch Brokerage Feeto Brokersout of theproceeds accruingtothe account of Sellerat the Closing. 27.3 Seller acknowledges receipt of acopy hereofand authorizes Brokers to deliverasigned copy to Buyer. NOTE:A PROPERTY INFORMATION SHEET ISREQUIRED TO BE DELIVEREDTO BUYERBY SELLER UNDERTHIS AGREEMENT. BROKER AƩn: Title: Address: Phone: Fax: Email: FederalID No.: BrokerDRE License #: Agent'sDRE License #: Date: SELLER Karl DeKlotz By: NamePrinted:Karl DeKlotz Title: Phone:559-288-6866 Fax: Email:kdeklotz@aol.com By: NamePrinted: Title: Phone: Fax: Email: Address: FederalID No.: AIRCRE *hƩps://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: Nopart oftheseworks maybe reproduced in anyformwithout permissionin wriƟng. DocuSign Envelope ID: 2234CA89-987B-4E5D-A5A5-2E2D7D0989D8 INITIALS INITIALS © 2017AIR CRE. AllRights Reserved.Last Edited: 12/4/202011:51 AM APA-1.03,Revised 06-10-2019 Page 1 of 1 ADDENDUM TO THE STANDARD OFFER,AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE Date:12/1/2020 By and Between Buyer:PCH Retail Partners VI, LLC and/or affiliate Seller:Karl DeKlotz Property Address:1063-1067 N Fulton St., Fresno, CA 93728 (streetaddress, city, state, zip) ThisAddendum is aƩached and madepart of the above-referencedAgreement (said Agreement and theAddendum are hereinaŌer collecƟvely referred to as the "Agreement"). Inthe eventofany conflict between theprovisions ofthisAddendum and the printedprovisions of theAgreement, thisAddendumshall control. AIRCRE *hƩps://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: Nopart oftheseworks maybe reproduced in anyformwithout permissionin wriƟng. Property is being sold as is and where is without any seller warranties. Any desired environmental reports shall be paid for by the buyer and approved no later than 45 days after reports received. $15,000 non refundable deposit to be released immediately upon execution of the contract through escrow and shall be applied to the purchase price when buyer finalizes the purchase. Beginning February 1,2021 buyer agrees to release an additional $5,000 non refundable each month through escrow and shall apply towards the purchase price if buyer finalizes the purchase. Buyer agrees to cooperate with seller to fulfill an IRS 1031 Exchange at no additional expense to the buyer. Any money released to the seller immediately becomes non-refundable. This contract ends July1st ,2021,escrow shall close on or before July1st 2021. Closing costs to be split by buyer and seller. DocuSign Envelope ID: 2234CA89-987B-4E5D-A5A5-2E2D7D0989D8 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION To the fullest extent permitted by law, the City of Fresno (City) shall not assume any liability whatsoever with respect to having issued a commercial cannabis business permit pursuant to Fresno Municipal Code Section. 9-3333 or otherwise approving the operation of any commercial cannabis business or cannabis retail business. In consideration for the submittal of an application for a commercial cannabis business permit application and/or issuance of a cannabis business permit, and to the furthest extent allowed by law, Applicant does hereby agree to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Applicant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the issuance of a cannabis business permit. Applicant’s obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. Applicant must, at the time of permit issuance, maintain insurance at coverage limits and with conditions thereon determined necessary and appropriate from time to time by the City Manager. Applicant shall conduct all defense at his/her/its sole cost. The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the liability of Applicant, including, without limitation, liability assum ed under this Agreement. The duty to indemnify shall apply to all claims regardless of whether any insurance policies are applicable. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend exists regardless of any ultimate liability of Applicant. The policy limits do not act as a limitation upon the amount of defense and/or indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Applicant, its officials, officers, employees, agents, volunteers or invitees. City shall be reimbursed for all costs and expenses, including but not limited to legal fees and costs and court costs, which the city may be required to pay as a result of any legal challenge related to the city's approval of the applicant's commercial cannabis business permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve any of the obligations imposed hereunder. This Indemnification and Hold Harmless Agreement shall survive the expiration or termination of the Application and/or Permit. The undersigned acknowledges that he/she (i) has read and fully understands the content of this Indemnification and Hold Harmless Agreement; (ii) is aware that this is a contract between the City and Applicant; (iii) has had the opportunity to consult with his/her attorney, in his/her discretion; (iv) is fully aware of the legal consequences of signing this document; and (v) is the Applicant or his/her/its authorized signatory. Signed on this day of 2020. Applicant Signature City Employee Signature Print Name and Company Name Print Name Address Title Telephone Number Telephone Number Michael Steinberg PCH Retail Partners VI 8600 Rheem Avenue, South Gate CA 90820 3109485542 4 Dec OWNERSHIP ACKNOWLEDGEMENT FORM FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION It is the intent of the City of Fresno to promote equitable ownership and employment opportunities in the cannabis industry to decrease the disparities in life outcomes for marginalized communities and to provide opportunities for local residents to compete for cannabis business permits. Therefore, this notice is to clarify the eligibility requirements in order to receive qualification as a Social Equity Applicant or points for Local Preference by establishing this acknowledgement to provide additional protections to mitigate against potential predatory practices. In order to qualify as a social equity applicant, or for the full points relating to the local preference criteria, the business entity must have ownership that meets the respective eligibility factors and hold at least 51% ownership interest. The social equity eligibility requirements are identified in FMC section 9-3316(b)(6), while the local preference criteria is identified in FMC 9- 3317(a) and the application evaluation criteria 2.5 (Appendix A). This majority interest can be made up of a single individual that meets this criteria, or any combination of individuals that hold at least 20% interest individually and meet the definition of an owner in FMC 9-3304(j). The cannabis social equity permits, and the local preference criteria are intended for the benefit of the Social Equity or Local Preference Individual Applicants related to business profits, proceeds of the sale of business assets, voting rights and additional protections. This also requires the Social Equity or Local Preference Owner to receive the Equity Share percent of the retained earnings and 100 percent of the unencumbered value of each share of stock, member interest or partnership interest owned in the event of the dissolution of the entity to their equity share, or 100 percent of the value of each of stock, member interest or partnership interest in the event that the stock, member interest or partnership interest is sold. Chief among the concepts of equity share, is unconditional ownership which means such individual(s) will receive equal profits, and distributions or other payments proportionate to their ownership interests. This is intended to ensure true ownership by the Social Equity or Local Preference Individual Applicant and as such, prohibits the divestment or relinquishment of any part of their ownership under any circumstance. In addition, the Equity Share is also expanded to address voting rights on fundamental decisions relating to the business and control of at least the equity share percent of the voting rights on all decisions involving the operation of the business. Furthermore, it requires the Social Equity or Local Preference Individual owner be the highest officer position of the business or that another individual is appointed to that position by mutual agreement of the parties. This requirement is also subject to being audited to assess compliance and the Social Equity or Local Preference Owner can initiate legal action due to a breach of contract agreement, and the City may suspend and/or revoke a license if any provision in an operating agreement violates any of the Equity Share or Local Preference requirements. Lastly, all applicants will be required to incorporate an addendum into their operating agreements that makes any provision ineffective, unenforceable, null and void, if it is inconsistent with, or in violation of, the Equity Share requirements. As proposed, Social Equity Applicants or Local Preference Applicants will be required to verify under Section 9-3316(b)(6), 9-3317(a), and Criteria 2.5 of appendix A that they meet the definition of a Social Equity or Local Preference Owner at the time of applying for a permit or permit renewal. The City shall have the sole and absolute discretion to determine whether the Applicant qualifies as a Social Equity Applicant and the number of points for Local Preference. The undersigned acknowledges that he/she has read and fully understands the content of this Agreement and is the Applicant or his/her/its authorized signatory. ____________________ _____________________________ __________________________________________________ Applicant Signature Date Signed __________________________________________________ __________________________________________________ Print Name Title __________________________________________________ __________________________________________________ Company Name Address/Telephone Michael Steinberg PCH Retail VI, LLC 12/4/20 Owner 8600 Rheem Avenue, South Gate CA 908203109485542 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: Marisela Martínez (559) 621-8038 Chris Ducar 345 N Maple Dr #205 Beverly Hills, CA 90210 chris@inceptioncos.com Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04545 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 1063, 1065, 1067, 1069, AND 1071 NORTH FULTON STREET (APN 452-035-12) 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 CMS, which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CMS zone district are available in Sections 15-1203, 15-1204, and 15-1205 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 P20-04545 1063 North Fulton Street 1065 North Fulton Street 1067 North Fulton Street 1069 North Fulton Street 1071 North Fulton Street Page 2 December 4, 2020 The subject building 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 two cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than two per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 3. There are currently no cannabis retail businesses located in Council District 3. 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 559-621-8038 or at Marisela.Martinez@fresno.gov. Cordially, Marisela Martínez, Planner I Development Services Division Planning and Development Department